<Page>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 10-Q

(Mark One)

/X/      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the quarterly period ended March 31, 2005
                                        --------------

                                       OR

/ /      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from ___________________ to

Commission file number:  333-49581, 033-63657
                         --------------------

                        ING INSURANCE COMPANY OF AMERICA
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<Table>
<S>                                                                          <C>
Florida                                                                                             06-1286272
--------------------------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)               (IRS employer identification no.)

Corporate Center One, 2202 North Westshore Boulevard, #350, Tampa, Florida                               33607
--------------------------------------------------------------------------------------------------------------
(Address of principal executive offices)                                                            (Zip code)
</Table>

Registrant's telephone number, including area code  (813) 281-3773
                                                    --------------

--------------------------------------------------------------------------------
Former name, former address and formal fiscal year, if changed since last report

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes /X/   No / /

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes / / No /X/

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 25,500 shares of Common Stock
as of May 12, 2005, all of which were directly owned by ING Life Insurance and
Annuity Company.

NOTE: WHEREAS ING INSURANCE COMPANY OF AMERICA MEETS THE CONDITIONS SET FORTH IN
GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10Q, THIS FORM IS BEING FILED WITH
THE REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION H(2).

                                        1
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)
                    FORM 10-Q FOR PERIOD ENDED MARCH 31, 2005

                                      INDEX

<Table>
<Caption>
                                                                                   PAGE
                                                                                ----------
<S>                                                                                <C>
PART I.     FINANCIAL INFORMATION  (UNAUDITED)

   Item 1.  Financial Statements:
               Condensed Statements of Operations                                   3
               Condensed Balance Sheets                                             4
               Condensed Statements of Changes in Shareholder's Equity              5
               Condensed Statements of Cash Flows                                   6
               Notes to Condensed Financial Statements                              7

   Item 2.  Management's Narrative Analysis of the Results of Operations and
              Financial Condition
                                                                                   12

   Item 4.  Controls and Procedures                                                20

PART II.    OTHER INFORMATION

   Item 1.  Legal Proceedings                                                      21

   Item 6.  Exhibits                                                               21

Signatures                                                                         23
</Table>

                                        2
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)


PART I.       FINANCIAL INFORMATION (UNAUDITED)

ITEM 1.       FINANCIAL STATEMENTS

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                                  (In millions)

<Table>
<Caption>
                                                                 THREE MONTHS ENDED MARCH 31,
                                                                   2005              2004
                                                               --------------    --------------
<S>                                                            <C>               <C>
REVENUES:
  Net investment income                                        $          2.2    $          2.4
  Fee income                                                              2.2               2.2
  Net realized capital gains                                                -               0.4
                                                               --------------    --------------
Total revenue                                                             4.4               5.0
                                                               --------------    --------------
BENEFITS AND EXPENSES:
  Interest credited and other benefits to contractowners                  2.1               1.2
  Operating expenses                                                      0.8               0.8
  Amortization of value of business acquired                              0.7               1.2
                                                               --------------    --------------
Total benefits and expenses                                               3.6               3.2
                                                               --------------    --------------
Income before income taxes                                                0.8               1.8
Income tax expense                                                        0.2               0.5
                                                               --------------    --------------
Net income                                                     $          0.6    $          1.3
                                                               ==============    ==============
</Table>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                        3
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)


                            CONDENSED BALANCE SHEETS
                        (In millions, except share data)

<Table>
<Caption>
                                                                   AS OF             AS OF
                                                                 MARCH 31,        DECEMBER 31,
                                                                    2005              2004
                                                               --------------    --------------
                                                                (UNAUDITED)
<S>                                                            <C>               <C>
ASSETS
Investments:
  Fixed maturities, available-for-sale, at fair value
    (amortized cost of $157.1 at 2005 and $161.5 at 2004)      $        157.6    $        165.0
  Securities pledged (amortized cost of $28.2 at 2005 and
    $20.4 at 2004)                                                       27.4              20.2
                                                               --------------    --------------
Total investments                                                       185.0             185.2
                                                               --------------    --------------
Cash and cash equivalents                                                14.2              11.4
Short-term investments under securities loan agreement                   28.0              20.8
Value of business acquired                                               28.0              28.2
Other assets                                                              5.6               4.9
Assets held in separate accounts                                        506.1             540.3
                                                               --------------    --------------
Total assets                                                   $        766.9    $        790.8
                                                               ==============    ==============

LIABILITIES AND SHAREHOLDER'S EQUITY
Future policy benefits and claim reserves                      $        116.6    $        123.0
Notes payable                                                             6.5                 -
Due to affiliates                                                           -               0.7
Payables under securities loan agreement                                 28.0              20.8
Current income taxes                                                      2.2               0.1
Deferred income taxes                                                     7.6               8.0
Other liabilities                                                         4.5               1.6
Liabilities related to separate accounts                                506.1             540.3
                                                               --------------    --------------
Total liabilities                                                       671.5             694.5
                                                               --------------    --------------
Shareholder's equity:
Common stock (35,000 shares authorized; 25,500 issued
  and outstanding, $100 per share value)                                  2.5               2.5
Additional paid-in capital                                              181.2             181.2
Accumulated other comprehensive loss                                     (1.5)                -
Retained earnings (deficit)                                             (86.8)            (87.4)
                                                               --------------    --------------
Total shareholder's equity                                               95.4              96.3
                                                               --------------    --------------
Total liabilities and shareholder's equity                     $        766.9    $        790.8
                                                               ==============    ==============
</Table>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                        4
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)


             CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
                                   (Unaudited)
                                  (In millions)

<Table>
<Caption>
                                                                               ACCUMULATED
                                                              ADDITIONAL          OTHER          RETAINED            TOTAL
                                               COMMON          PAID-IN        COMPREHENSIVE      EARNINGS         SHAREHOLDER'S
                                               STOCK           CAPITAL        INCOME (LOSS)      (DEFICIT)           EQUITY
                                           --------------   --------------   --------------    --------------    --------------
<S>                                        <C>              <C>              <C>               <C>               <C>
Balance at December 31, 2003               $          2.5   $        181.2   $          2.2    $        (93.3)   $         92.6
Comprehensive income:
   Net income                                           -                -                -               1.3               1.3
   Other comprehensive loss, net of tax:
        Net unrealized loss on
          securities ($(1.3) pretax)                    -                -             (1.0)                -              (1.0)
                                                                                                                 --------------
   Comprehensive income                                                                                                     0.3
                                           --------------   --------------   --------------    --------------    --------------
Balance at March 31, 2004                  $          2.5   $        181.2   $          1.2    $        (92.0)   $         92.9
                                           ==============   ==============   ==============    ==============    ==============
Balance at December 31, 2004               $          2.5   $        181.2   $            -    $        (87.4)   $         96.3
Comprehensive loss:
   Net income                                           -                -                -               0.6               0.6
   Other comprehensive loss, net of tax:
        Net unrealized loss on
          securities ($(1.9) pretax)                    -                -             (1.5)                -              (1.5)
                                                                                                                 --------------
   Comprehensive loss                                                                                                      (0.9)
                                           --------------   --------------   --------------    --------------    --------------
Balance at March 31, 2005                  $          2.5   $        181.2   $         (1.5)   $        (86.8)   $         95.4
                                           ==============   ==============   ==============    ==============    ==============
</Table>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                        5
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)


                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                  (In millions)

<Table>
<Caption>
                                                                 THREE MONTHS ENDED MARCH 31,
                                                                    2005              2004
                                                               --------------    --------------
                                                                                   (RESTATED)
<S>                                                            <C>               <C>
Net cash provided by operating activities                      $          5.8    $          7.4

Cash Flows from Investing Activities:
  Proceeds from the sale, maturity, or redemption of:                    19.2              75.6
    Fixed maturities, available-for-sale
  Acquisition of:
    Fixed maturities, available-for-sale                                (22.7)            (74.2)
                                                               --------------    --------------
Net cash (used in) provided by investing activities                      (3.5)              1.4
Cash Flows from Financing Activities:
  Deposits for investment contracts                                       0.8               0.7
  Maturities and withdrawals from investment contracts                   (6.8)             (6.8)
  Short-term borrowings                                                   6.5                 -
                                                               --------------    --------------
Net cash (used in) provided by financing activities                       0.5              (6.1)
                                                               --------------    --------------
Net increase in cash and cash equivalents                                 2.8               2.7
Cash and cash equivalents, beginning of period                           11.4               4.8
                                                               --------------    --------------
Cash and cash equivalents, end of period                       $         14.2    $          7.5
                                                               ==============    ==============
</Table>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                        6
<Page>

ING INSURANCE COMPANY OF AMERICA
(A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(Dollar amounts in millions, unless otherwise stated)

1.   ORGANIZATIONAL AND SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF PRESENTATION

     ING Insurance Company of America ("IICA" or the "Company"), a stock life
     insurance company domiciled in the state of Florida, is a provider of
     financial services in the United States. The Company is a wholly-owned
     subsidiary of ING Life Insurance and Annuity Company ("ILIAC"). ILIAC is a
     direct wholly-owned subsidiary of Lion Connecticut Holdings Inc. ("Lion" or
     "Parent"), which in turn is an indirect wholly-owned subsidiary of ING
     Groep N.V. ("ING"). ING is a global financial services company based in The
     Netherlands, with American Depository Shares listed on the New York Stock
     Exchange under the symbol "ING".

     The condensed financial statements and notes as of March 31, 2005 and
     December 31, 2004 and for the three month periods ended March 31, 2005 and
     2004 ("interim periods") have been prepared in accordance with generally
     accepted accounting principles in the United States and are unaudited. The
     condensed financial statements reflect all adjustments (consisting only of
     normal recurring accruals) which are, in the opinion of management,
     necessary for the fair presentation of the financial position, results of
     operations and cash flows for the interim periods. These condensed
     financial statements and notes should be read in conjunction with the
     financial statements and related notes as presented in the Company's 2004
     Annual Report on Form 10-K. The results of operations for the interim
     periods may not be considered indicative of results to be expected for the
     full year.

     DESCRIPTION OF BUSINESS

     The Company principally offers variable annuity contracts in the retail
     market to individuals, in the education market to individuals on a
     qualified and non-qualified basis, and to employer-sponsored retirement
     plans qualified under Internal Revenue Code Sections 401, 403, and 408. The
     Company's products are generally distributed through a managed network of
     broker/dealers and dedicated career agents.

     USE OF ESTIMATES

     The preparation of financial statements in conformity with accounting
     principles generally accepted in the United States requires management to
     make estimates and assumptions that affect the amounts reported in the
     financial statements and accompanying notes. Actual results could differ
     from reported results using those estimates.

     RECLASSIFICATIONS

     Certain reclassifications have been made to prior year financial
     information to conform to the current year classifications.

                                        7
<Page>

ING INSURANCE COMPANY OF AMERICA
(A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(Dollar amounts in millions, unless otherwise stated)


     SIGNIFICANT ACCOUNTING POLICIES

     For a description of significant accounting policies, see Note 1 to the
     Financial Statements included in the Company's 2004 Annual Report on Form
     10-K.

2.   VALUE OF BUSINESS ACQUIRED

     Value of business acquired ("VOBA") represents the outstanding value of in
     force business capitalized and is subject to amortization in purchase
     accounting when the Company was acquired. The value is based on the present
     value of estimated net cash flows embedded in the Company's contracts.

     The amortization methodology used for VOBA varies by product type.
     Statement of Financial Accounting Standards ("FAS") No. 97 applies to
     universal life and investment-type products, such as fixed and variable
     deferred annuities. Under FAS No. 97, VOBA is amortized, with interest,
     over the life of the related contracts (usually 25 years) in relation to
     the present value of estimated future gross profits from investment,
     mortality, and expense margins; asset-based fees, policy administration,
     and surrender charges; less policy maintenance fees and non-capitalized
     commissions, as well as realized gains and losses on investments.

     Activity for the three months ended March 31, 2005 and 2004 within VOBA was
     as follows:

<Table>
<Caption>
                                                                         2004
                                                                    --------------
     <S>                                                            <C>
     Balance at December 31, 2003                                   $         31.6
       Adjustment for FAS No. 115                                             (0.4)
       Additions                                                                 -
       Interest accrued at 5% - 9%                                             0.4
       Amortization                                                           (1.5)
                                                                    --------------
     Balance at March 31, 2004                                      $         30.1
                                                                    ==============

<Caption>
                                                                          2005
                                                                    --------------
     <S>                                                            <C>
     Balance at December 31, 2004                                   $         28.2
       Adjustment for FAS No. 115                                                -
       Additions                                                               0.4
       Interest accrued at 5%                                                  0.4
       Amortization                                                           (1.0)
                                                                    --------------
     Balance at March 31, 2005                                      $         28.0
                                                                    ==============
</Table>

     Deferred policy acquisition costs ("DAC") represents policy acquisition
     costs that have been capitalized and are subject to amortization. Such
     costs consist principally of certain commissions, underwriting, contract
     issuance, and agency expenses, related to the

                                        8
<Page>

ING INSURANCE COMPANY OF AMERICA
(A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(Dollar amounts in millions, unless otherwise stated)


     production of new and renewal business. DAC, in the amount of $1.0 and $0.9
     as of March 31, 2005 and December 31, 2004, is included in other assets on
     the Balance Sheets and the related amortization is included in VOBA
     amortization.

3.   INCOME TAXES

     The Company's effective tax rates for the three months ended March 31, 2005
     and 2004 were 25.0% and 27.8%, respectively. The effective rate differs
     from the expected rate primarily due to the benefit from the dividends
     received deduction. The decrease in the effective rate is primarily due to
     a decrease in the pretax income relative to the amount allowed for the
     dividends received relative to the change in pre-tax income.

4.   FINANCING AGREEMENTS

     The Company maintains a revolving loan agreement with SunTrust Bank ("the
     Bank"). Under this agreement, which expires July 30, 2005, the Company can
     borrow up to $30.0 from the Bank. Interest on any company borrowing accrues
     at an annual rate equal to (1) the cost of funds for the Bank for the
     period applicable for the advance plus .225% or (2) a rate quoted by the
     Bank to the Company for the borrowing. Under this agreement, the Company
     incurred minimal interest expense for the three months ended March 31, 2005
     and 2004, respectively. At March 31, 2005, the Company had an outstanding
     balance of $6.5 with the Bank and no outstanding balance as of December 31,
     2004. The outstanding balance of $6.5 at March 31, 2005 was repaid on April
     1, 2005.

5.   COMMITMENTS AND CONTINGENT LIABILITIES

     COMMITMENTS

     At December 31, 2004 and 2003, the Company had no commitments or contingent
     liabilities.

     LITIGATION

     The Company is a party to threatened or pending lawsuits/arbitrations
     arising from the normal conduct of business. Due to the climate in
     insurance and business litigation/arbitration, suits against the Company
     sometimes include claims for substantial compensatory, consequential or
     punitive damages and other types of relief. Moreover, certain claims are
     asserted as class actions, purporting to represent a group of similarly
     situated individuals. While it is not possible to forecast the outcome of
     such lawsuits/arbitrations, in light of existing insurance, reinsurance,
     and established reserves, it is the opinion of management that the
     disposition of such lawsuits/arbitrations will not have a materially
     adverse effect on the Company's operations or financial position.

                                        9
<Page>

ING INSURANCE COMPANY OF AMERICA
(A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(Dollar amounts in millions, unless otherwise stated)


6.   ACCUMULATED OTHER COMPREHENSIVE INCOME

     The components of accumulated other comprehensive income (loss) as of March
     31, 2005 and 2004, were as follows:

<Table>
<Caption>
                                                                         2005              2004
                                                                    --------------    --------------
     <S>                                                            <C>               <C>
     Net unrealized capital gains (losses):
       Fixed maturities                                             $         (1.8)   $          4.1
       Other                                                                  (0.1)             (2.2)
                                                                    --------------    --------------
     Subtotal                                                                 (1.9)              1.9
     Less: deferred income taxes                                              (0.4)              0.7
                                                                    --------------    --------------
     Net accumulated other comprehensive income                     $         (1.5)   $          1.2
                                                                    ==============    ==============
</Table>

     Net unrealized capital gains (losses) allocated to experience-rated
     contracts of $1.5 and $5.1, at March 31, 2005 and 2004, respectively, are
     reflected on the Condensed Balance Sheets in future policy benefits and
     claim reserves and are not included in shareholder's equity.

     Changes in accumulated other comprehensive income related to changes in net
     unrealized gains (losses) on securities, including securities pledged and
     excluding those related to experience-rated contractowners, were as
     follows:

<Table>
<Caption>
                                                                      THREE MONTHS ENDED MARCH 31,
                                                                        2005               2004
                                                                    --------------    --------------
     <S>                                                            <C>               <C>
     Unrealized holding losses arising during the year (1)          $         (1.4)   $         (0.5)
     Less: reclassification adjustment for gains
       and other items included in net income (2)                              0.1               0.5
                                                                    --------------    --------------
     Net unrealized losses on securities                            $         (1.5)   $         (1.0)
                                                                    ==============    ==============
</Table>

     (1)  Pretax unrealized holding (losses) were $(1.8) and $(0.6), for the
          three months ended March 31, 2005 and 2004, respectively.

     (2)  Pretax reclassification adjustments for gains and other items included
          in net income were $0.1 and $0.7, for the three months ended March 31,
          2005 and 2004, respectively.

                                       10
<Page>

ING INSURANCE COMPANY OF AMERICA
(A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(Dollar amounts in millions, unless otherwise stated)


7.   RECLASSIFICATIONS AND CHANGES TO PRIOR YEAR PRESENTATION

     During 2005, certain changes were made to the Statements of Cash Flows for
     the three months ended March 31, 2004, to reflect the correct balances,
     primarily related to interest credited to contractowners for investment
     type contracts. As a result of these adjustments, we have labeled the
     Statements of Cash Flows for the three months ended March 31, 2004 as
     restated. The following summarizes the adjustments:

<Table>
<Caption>
                                                              PREVIOUSLY
                                                               REPORTED     ADJUSTMENT     RESTATED
                                                              ----------    ----------    ----------
<S>                                                           <C>           <C>           <C>
     THREE MONTHS ENDED 3/31/2004
       Net cash provided by (used for) operating              $      1.3    $      6.1    $     7.4
       Net cash provided by (used for) financing activities            -          (6.1)        (6.1)
</Table>

                                       11

<Page>

ITEM 2.   MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
          FINANCIAL CONDITION
          (Dollar amounts in millions, unless otherwise stated)

          OVERVIEW

          The following narrative analysis of the results of operations presents
          a review of ING Insurance Company of America ("IICA" or the "Company")
          for the three month periods ended March 31, 2005 and 2004 and
          financial condition as of March 31, 2005 and December 31, 2004. This
          review should be read in its entirety and in conjunction with the
          condensed financial statements and related notes, which can be found
          under Part I, Item 1 contained herein, as well as the "Management's
          Narrative Analysis of the Results of Operations and Financial
          Condition" section contained in the Company's 2004 Annual Report on
          Form 10-K.

          FORWARD-LOOKING INFORMATION/RISK FACTORS

          In connection with the "safe harbor" provisions of the Private
          Securities Litigation Reform Act of 1995, the Company cautions readers
          regarding certain forward-looking statements contained in this report
          and in any other statements made by, or on behalf of, the Company,
          whether or not in future filings with the Securities Exchange
          Commission ("SEC"). Forward-looking statements are statements not
          based on historical information and which relate to future operations,
          strategies, financial results, or other developments. Statements using
          verbs such as "expect," "anticipate," "believe" or words of similar
          import generally involve forward-looking statements. Without limiting
          the foregoing, forward-looking statements include statements which
          represent the Company's beliefs concerning future levels of sales and
          redemptions of the Company's products, investment spreads and yields,
          or the earnings and profitability of the Company's activities.

          Forward-looking statements are necessarily based on estimates and
          assumptions that are inherently subject to significant business,
          economic, and competitive uncertainties and contingencies, many of
          which are beyond the Company's control and many of which are subject
          to change. These uncertainties and contingencies could cause actual
          results to differ materially from those expressed in any
          forward-looking statements made by, or on behalf of, the Company.
          Whether or not actual results differ materially from forward-looking
          statements may depend on numerous foreseeable and unforeseeable
          developments. Some may be national in scope, such as general economic
          conditions, changes in tax law, and changes in interest rates. Some
          may be related to the insurance industry generally, such as pricing
          competition, regulatory developments, and industry consolidation.
          Others may relate to the Company specifically, such as litigation,
          regulatory action, and risks associated with the Company's investment
          portfolio, such as changes in credit quality, price volatility, and
          liquidity. Investors are also directed to consider other risks and
          uncertainties discussed in documents filed by the Company with the
          SEC. Except as may be required by the federal securities laws, the
          Company disclaims any obligation to update forward-looking
          information.

                                       12
<Page>

          CRITICAL ACCOUNTING POLICIES

          There have been no material changes to the Company's critical
          accounting policies since the filing of the Company's 2004 Form 10-K
          Annual Report.

          RESULTS OF OPERATIONS

          NET INCOME: Net income decreased by $0.7 to $0.6 for the three months
          ended March 31, 2005, as compared to $1.3 for the three months ended
          March 31, 2004. Decreased net income is primarily the result of a
          decline in realized capital gains and an increase in interest credited
          and other benefits to contractowners, partially offset by lower VOBA
          amortization.

          NET INVESTMENT INCOME: Net investment income from General Account
          assets decreased $0.2 to $2.2 for the three months ended March 31,
          2005 from $2.4 for the three months ended March 31, 2004. The decrease
          is primarily due to a slight decrease in average fixed annuity account
          values.

          NET REALIZED CAPITAL GAINS (LOSSES): Net realized capital gains for
          the three months ended March 31, 2005 was $0.0 compared to $0.4 for
          the three months ended March 31, 2004. The reduction in net realized
          capital gains was impacted by the increasing interest rate environment
          in 2005 that negatively effected the market value of fixed maturities
          and led to lower realized capital gains upon sale.

          INTEREST CREDITED AND OTHER BENEFITS TO CONTRACTOWNERS: Interest
          credited and other benefits to contractowners for the three months
          ended March 31, 2005 increased $0.9 to $2.1 from $1.2 for the three
          months ended March 31, 2004. The increase in interest credited and
          other benefits to contractowners is primarily driven by a $0.8
          decrease to ceded benefit reserves.

          AMORTIZATION OF VOBA: Amortization of VOBA for the three months ended
          March 31, 2005, decreased by $0.5 to $0.7 from $1.2 for the three
          months ended March 31, 2004. Amortization of VOBA for long-duration
          products is recorded in proportion to actual and estimated future
          gross profits. The decrease in amortization is due to lower actual
          gross profits in the current period, resulting primarily from the
          decrease in net realized capital gains and increase in death benefit
          expense.

          INCOME TAX EXPENSE (BENEFIT): Income tax expense decreased by $0.3 to
          $0.2 for the three months ended March 31, 2005 from $0.5 for the three
          months ended March 31, 2004. The decrease is primarily due to the
          decrease in pre-tax income and a decrease in effective rates primarily
          resulting from an increase in the deduction allowed for dividends
          received relative to the change in pre-tax income.

                                       13
<Page>

          FINANCIAL CONDITION

          INVESTMENTS

          INVESTMENT STRATEGY

          The Company's investment strategy for its General Account investments
          involves diversification by asset class, and seeks to add economic
          diversification and to reduce the risks of credit, liquidity, and
          embedded options within certain investment products, such as convexity
          risk on collateralized mortgage obligations and call options. The
          investment management function is centralized under ING Investment
          Management LLC ("IIM"), an affiliate of the Company, pursuant to an
          investment advisory agreement. Separate portfolios are established for
          each general type of product within IICA.

          PORTFOLIO COMPOSITION

          Fixed maturities, including securities pledged, of $185.0 and $185.2
          at March 31, 2005 and December 31, 2004, represent 100% of the
          investment portfolio.

          FIXED MATURITIES

          Fixed maturities available-for-sale as of March 31, 2005, were as
          follows:

<Table>
<Caption>
                                                                          GROSS            GROSS
                                                        AMORTIZED       UNREALIZED       UNREALIZED         FAIR
                                                          COST            GAINS            LOSSES           VALUE
                                                     --------------   --------------   --------------   --------------
          <S>                                        <C>              <C>              <C>              <C>
          Fixed maturities:
          U.S. government and government
            agencies and authorities                 $         57.9   $          0.1   $          1.6   $         56.4

          U.S. corporate securities:
            Public utilities                                    9.8              0.2              0.2              9.8
            Other corporate securities                         57.0              1.7              0.9             57.8
                                                     --------------   --------------   --------------   --------------
          Total U.S. corporate securities                      66.8              1.9              1.1             67.6
                                                     --------------   --------------   --------------   --------------

          Foreign securities                                    6.3              0.4                -              6.7
          Residential mortgage-backed securities               31.2              0.1              0.6             30.7
          Commercial mortgage-backed securities                 9.0              0.4              0.1              9.3
          Other asset-backed securities                        14.1              0.3              0.1             14.3
                                                     --------------   --------------   --------------   --------------

          Total fixed maturities including fixed
             maturities, pledged to creditors                 185.3              3.2              3.5            185.0
          Less: fixed maturities pledged                       28.2                -              0.8             27.4
                                                     --------------   --------------   --------------   --------------
          Fixed maturities                           $        157.1   $          3.2   $          2.7   $        157.6
                                                     ==============   ==============   ==============   ==============
</Table>

                                       14
<Page>

          Fixed maturities available-for-sale as of December 31, 2004, were as
          follows:

<Table>
<Caption>
                                                                          GROSS            GROSS
                                                       AMORTIZED        UNREALIZED       UNREALIZED         FAIR
                                                         COST             GAINS            LOSSES           VALUE
                                                     --------------   --------------   --------------   --------------
          <S>                                        <C>              <C>              <C>              <C>
          Fixed maturities:
          U.S. government and government
            agencies and authorities                 $         47.2   $          0.2   $          0.4   $         47.0

          U.S. corporate securities:
            Public utilities                                    9.8              0.3              0.1             10.0
            Other corporate securities                         64.3              2.5              0.3             66.5
                                                     --------------   --------------   --------------   --------------
          Total U.S. corporate securities                      74.1              2.8              0.4             76.5
                                                     --------------   --------------   --------------   --------------

          Foreign securities                                    6.6              0.5                -              7.1
          Residential mortgage-backed securities               30.6              0.1              0.3             30.4
          Commercial mortgage-backed securities                 9.2              0.5              0.1              9.6
          Other asset-backed securities                        14.2              0.4                -             14.6
                                                     --------------   --------------   --------------   --------------

          Total fixed maturities including fixed
            maturities, pledged to creditors                  181.9              4.5              1.2            185.2
          Less: fixed maturities pledged to creditors          20.4                -              0.2             20.2
                                                     --------------   --------------   --------------   --------------
          Fixed maturities                           $        161.5   $          4.5   $          1.0   $        165.0
                                                     ==============   ==============   ==============   ==============
</Table>

          It is management's objective that the portfolio of fixed maturities be
          of high quality and be well diversified by market sector. The fixed
          maturities in the Company's portfolio are generally rated by external
          rating agencies and, if not externally rated, are rated by the Company
          on a basis believed to be similar to that used by the rating agencies.
          The average quality rating of the Company's fixed maturities portfolio
          was AA at March 31, 2005 and December 31, 2004. Ratings are calculated
          using a rating hierarchy that considers S&P, Moody's, and internal
          ratings.

          Total fixed maturities by quality rating category, including fixed
          maturities pledged to creditors, were as follows at March 31, 2005 and
          December 31, 2004:

<Table>
<Caption>
                                                                  2005                               2004
                                                     -------------------------------    -------------------------------
                                                          FAIR            % OF               FAIR            % OF
                                                          VALUE           TOTAL              VALUE           TOTAL
                                                     --------------   --------------    --------------   --------------
          <S>                                        <C>                       <C>      <C>                       <C>
          AAA                                        $        104.0             56.2%   $         99.7             53.8%
          AA                                                    5.1              2.8%              5.9              3.2%
          A                                                    43.5             23.5%             46.2             24.9%
          BBB                                                  28.2             15.2%             29.0             15.7%
          BB                                                    4.2              2.3%              4.4              2.4%
                                                     --------------   --------------    --------------   --------------
          Total                                      $        185.0            100.0%   $        185.2            100.0%
                                                     ==============   ==============    ==============   ==============
</Table>

          97.7% and 97.6% of fixed maturities were invested in securities rated
          BBB and above (Investment Grade) at March 31, 2005 and December 31,
          2004, respectively.

                                       15
<Page>

          Fixed maturities rated BB and below (Below Investment Grade) may have
          speculative characteristics, and changes in economic conditions or
          other circumstances are more likely to lead to a weakened capacity of
          the issuer to make principal and interest payments than is the case
          with higher rated fixed maturities.

          Total fixed maturities by market sector, including fixed maturities
          pledged to creditors, were as follows, at March 31, 2005 and December
          31, 2004:

<Table>
<Caption>
                                                                  2005                               2004
                                                     -------------------------------    -------------------------------
                                                          FAIR            % OF               FAIR            % OF
                                                          VALUE           TOTAL              VALUE           TOTAL
                                                     --------------   --------------    --------------   --------------
          <S>                                        <C>                       <C>      <C>                       <C>
          U.S. Corporate                             $         67.6             36.6%   $         76.5             41.3%
          Residential Mortgage-backed                          30.7             16.6%             30.4             16.4%
          U.S. Treasuries/Agencies                             56.4             30.5%             47.0             25.4%
          Asset-backed                                         14.3              7.7%             14.6              7.9%
          Commercial/Multifamily Mortgage-backed                9.3              5.0%              9.6              5.2%
          Foreign(1)                                            6.7              3.6%              7.1              3.8%
                                                     --------------   --------------    --------------   --------------
          Total                                      $        185.0            100.0%   $        185.2            100.0%
                                                     ==============   ==============    ==============   ==============
</Table>

          (1) Primarily U.S. dollar denominated

          The Company did not have any investments in a single issuer, other
          than obligations of the U.S. government, with a carrying value in
          excess of 10% of the Company's shareholder's equity at March 31, 2005.

          UNREALIZED LOSSES

          Unrealized losses related to fixed maturities are analyzed in detail
          in the following tables.

          Fixed maturities, including securities pledged to creditors, in
          unrealized loss positions for Investment Grade ("IG") and Below
          Investment Grade ("BIG") securities by duration were as follows at
          December March 31, 2005 and December 31, 2004:

<Table>
<Caption>
                                                               2005                                       2004
                                            -----------------------------------------   -----------------------------------------
                                                       % OF IG               % OF IG               % OF IG               % OF IG
                                               IG      AND BIG      BIG      AND BIG       IG      AND BIG      BIG      AND BIG
                                            --------   --------   --------   --------   --------   --------   --------   --------
          <S>                               <C>           <C>     <C>             <C>   <C>           <C>     <C>             <C>
          Less than six months below
             amortized cost                 $    2.2       62.9%  $      -        0.0%  $    0.5       41.7%  $      -*       0.0%
          More than six months
             and less than twelve
             months below amortized cost         0.5       14.3%         -*       0.0%       0.3       25.0%         -        0.0%
          More than twelve months
             below amortized cost                0.8       22.8%         -        0.0%       0.4       33.3%         -        0.0%
                                            --------   --------   --------   --------   --------   --------   --------   --------
          Total unrealized loss             $    3.5      100.0%  $      -        0.0%  $    1.2      100.0%  $      -        0.0%
                                            ========   ========   ========   ========   ========   ========   ========   ========
</Table>

          * Less than $0.1
                                       16
<Page>

          Unrealized losses at March 31, 2005 were primarily related to interest
          rate movement or spread widening for other than credit-related reasons
          and to securities under the guidance prescribed by Emerging Issues
          Task Force ("EITF") Issue No. 99-20, "Recognition of Interest Income
          and Impairment on Purchased and Retained Beneficial Interests in
          Securitized Financial Assets". Securities affected by EITF Issue No.
          99-20 include U.S. government backed securities, principal protected
          securities, and structured securities, which did not have an adverse
          change in cash flows. The following table summarizes the unrealized
          losses by duration and reason, along with the carrying amount of
          securities with unrealized losses at March 31, 2005:

<Table>
<Caption>
                                                                        MORE THAN
                                                                        SIX MONTHS
                                                       LESS THAN       AND LESS THAN     MORE THAN
                                                       SIX MONTHS      TWELVE MONTHS   TWELVE MONTHS
                                                     --------------   --------------   --------------
          <S>                                        <C>              <C>              <C>
          Interest rate or spread widening           $          2.0   $          0.5   $          0.1
          EITF Issue No. 99-20                                  0.2                -              0.7
                                                     --------------   --------------   --------------
          Total unrealized loss                      $          2.2   $          0.5   $          0.8
                                                     ==============   ==============   ==============
          Carrying amount                            $         12.2   $          2.0   $         19.7
                                                     ==============   ==============   ==============
</Table>

          Fixed maturities, including securities pledged to creditors, in
          unrealized loss positions by market sector and duration were as
          follows at March 31, 2005:

<Table>
<Caption>
                                                                    COMMERCIAL/
                                                     RESIDENTIAL    MULTI-FAMILY       U.S.
                                            U.S.      MORTGAGE-      MORTGAGE-      TREASURIES/    ASSET-
                                         CORPORATE     BACKED         BACKED         AGENCIES      BACKED       TOTAL
                                         ---------   ------------   ------------   ------------   ---------   ---------
          <S>                            <C>         <C>            <C>            <C>            <C>         <C>
          Less than six months below
            amortized cost               $     0.4   $        0.2   $          -   $        1.5   $     0.1   $     2.2
          More than six month and
            less than twelve months
            below amortized cost               0.5              -              -              -           -         0.5
          More than twelve months
            below amortized cost               0.1            0.5            0.2              -           -         0.8
                                         ---------   ------------   ------------   ------------   ---------   ---------
          Total unrealized loss          $     1.0   $        0.7   $        0.2   $        1.5   $     0.1   $     3.5
                                         =========   ============   ============   ============   =========   =========
</Table>

          OTHER-THAN-TEMPORARY IMPAIRMENTS

          The Company analyzes the General Account investments to determine
          whether there has been an other-than-temporary decline in fair value
          below the amortized cost basis. Management considers the length of the
          time and the extent to which the fair value has been less than
          amortized cost; the financial condition and near-term prospects of the
          issuer; future economic conditions and market forecasts; and the
          Company's intent and ability to retain the investment in the issuer
          for a period of time sufficient to allow for recovery in fair value.
          If it is probable that all amounts due according to the contractual
          terms of an investment will not be collected, an other-than-temporary
          impairment is considered to have occurred.

                                       17
<Page>

          In addition, the Company invests in structured securities that meet
          the criteria of EITF Issue No. 99-20. Under EITF Issue No. 99-20, a
          determination of the required impairment is based on credit risk and
          the possibility of significant prepayment risk that restricts the
          Company's ability to recover the investment. An impairment is
          recognized if the fair value of the security is less than amortized
          cost and there has been an adverse change in cash flow since the last
          remeasurement date.

          When a decline in fair value is determined to be other-than-temporary,
          the individual security is written down to fair value and the loss
          accounted for as a realized loss. The Company had no
          other-than-temporary impairments for the three months ended March 31,
          2005 and 2004.

          NET REALIZED CAPITAL GAINS AND LOSSES

          Net realized capital gains (losses) are comprised of the difference
          between the carrying value of investments and proceeds from sale,
          maturity, and redemption, as well as losses incurred due to the
          impairment of investments. There were no net realized capital gains
          for the period ending March 31, 2005. Net capital gains of $0.4 (after
          tax $0.3) were realized in the period ending March 31, 2004.

          Net realized capital gains (losses) allocated to experience-rated
          contracts of ($38.5) thousand and $0.3 for the three months ended
          March 31, 2005 and 2004, respectively, were deducted from net realized
          capital gains and an offsetting amount was reflected in future policy
          benefits and claim reserves on the Consolidated Balance Sheets. Net
          unamortized realized gains allocated to experience rated
          contractowners were $1.2 and $1.4 at March 31, 2005 and December 31,
          2004, respectively.

          LIQUIDITY AND CAPITAL RESOURCES

          Liquidity is the ability of the Company to generate sufficient cash
          flows to meet the cash requirements of operating, investing, and
          financing activities.

          SOURCE AND USES OF LIQUIDITY

          The Company's principal sources of liquidity are product charges,
          investment income, proceeds from the maturing and sale of investments,
          and capital contributions. Primary uses of liquidity are payments of
          commissions and operating expenses, interest and premium credits,
          investment purchases, contract maturities, withdrawals, and
          surrenders.

          The Company's liquidity position is managed by maintaining adequate
          levels of liquid assets, such as cash or cash equivalents and
          short-term investments. Asset/liability management is integrated into
          many aspects of the Company's operations, including investment
          decisions, product development, and determination of crediting rates.
          As part of the risk management process, different economic scenarios
          are modeled, including cash flow testing required for insurance
          regulatory purposes, to determine that existing assets are adequate to
          meet projected liability cash flows. Key variables in the modeling
          process include interest rates, anticipated contractowner behavior,
          and variable separate account performance. Contractowners

                                       18
<Page>

          bear the investment risk related to variable insurance products,
          subject, in limited cases, to certain minimum guaranteed rates.

          The fixed account liabilities are supported by a portfolio composed of
          fixed rate investments that can generate predictable, steady rates of
          return. The portfolio management strategy for the fixed account
          considers the assets available-for-sale. This enables the Company to
          respond to changes in market interest rates, changes in prepayment
          risk, changes in relative values of asset sectors and individual
          securities and loans, changes in credit quality outlook, and other
          relevant factors. The objective of portfolio management is to maximize
          returns, taking into account interest rate and credit risk, as well as
          other risks. The Company's asset/liability management discipline
          includes strategies to minimize exposure to loss as interest rates and
          economic and market conditions change.

          The Company has entered into agreements with ILIAC under which ILIAC
          has agreed to cause the Company to have sufficient capital to meet
          certain capital and surplus levels.

          Additional sources of liquidity include borrowing facilities to meet
          short-term cash requirements. The Company maintains a reciprocal loan
          agreement with ING America Insurance Holdings, Inc. ("ING AIH"), an
          affiliate of the Company, whereby either party can borrow from the
          other up to 0.5% of IICA's statutory admitted assets as of the prior
          December 31. IICA also maintains a $30.0 revolving loan agreement with
          SunTrust Bank and a $30.0 revolving loan agreement with the Bank of
          New York. The Company had an outstanding balance with SunTrust Bank of
          $6.5 as of March 31, 2005, which was repaid on April 1, 2005, and no
          outstanding balance as of December 31, 2004. Management believes that
          these sources of liquidity are adequate to meet the Company's
          short-term cash obligations.

          CAPITAL CONTRIBUTIONS AND DIVIDENDS

          The Company did not pay dividends to its parent or receive capital
          contributions from its parent during the three months ended March 31,
          2005 and 2004.

          LEGISLATIVE INITIATIVES

          Legislative proposals which have been or are being considered by
          Congress include repealing the estate tax, reducing the taxation on
          annuity benefits, changing the tax treatment of insurance products
          relative to other financial products, and changing life insurance
          company taxation. Some of these proposals, if enacted, could have a
          material effect on life insurance, annuity and other retirement
          savings product sales. The President has also established an advisory
          panel to study reform of the Internal Revenue Code. The panel is
          scheduled to report its findings and make recommendations to the
          Secretary of Treasury by the end of July, 2005. The recommendations of
          this panel, if enacted by Congress, could affect the tax treatment of
          insurance companies and products. Legislation to restructure the
          Social Security System and expand private pension plan incentives also
          may be considered. Prospects for enactment and the ultimate effect of
          these proposals are uncertain.

                                       19
<Page>

ITEM 4.   CONTROLS AND PROCEDURES

          a)   The Company carried out an evaluation, under the supervision and
               with the participation of its management, including its Chief
               Executive Officer and Chief Financial Officer, of the
               effectiveness of the design and operation of the Company's
               disclosure controls and procedures (as defined in Rule 13a-15(e)
               and 15d-15(e) of the Securities Exchange Act of 1934) as of the
               end of the period covered by this report. Based on that
               evaluation, the Chief Executive Officer and the Chief Financial
               Officer have concluded that the Company's current disclosure
               controls and procedures are effective in ensuring that material
               information relating to the Company required to be disclosed in
               the Company's periodic SEC filings is made known to them in a
               timely manner.

          b)   There has not been any change in the internal controls over
               financial reporting of the Company that occurred during the
               period covered by this report that has materially affected or is
               reasonably likely to materially affect these internal controls.

                                       20
<Page>

PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          The Company is a party to threatened or pending lawsuits/arbitrations
          arising from the normal conduct of business. Due to the climate in
          insurance and business litigation/arbitrations, suits against the
          Company sometimes include claims for substantial compensatory,
          consequential or punitive damages and other types of relief. Moreover,
          certain claims are asserted as class actions, purporting to represent
          a group of similarly situated individuals. While it is not possible to
          forecast the outcome of such lawsuits/arbitrations, in light of
          existing insurance, reinsurance and established reserves, it is the
          opinion of management that the disposition of such
          lawsuits/arbitrations will not have a materially adverse effect on the
          Company's operations or financial position.

          As with many financial services companies, the Company and its
          affiliates have received informal and formal requests for information
          from various state and federal governmental agencies and
          self-regulatory organizations in connection with inquiries and
          investigations of the products and practices of the financial services
          industry. In each case, the Company and its affiliates have been and
          are providing full cooperation. This discussion should be read in
          conjunction with the "Other Regulatory Matters" section of
          "Management's Narrative Analysis of the Results of Operations and
          Financial Condition" included in the Company's 2004 Form 10-K Annual
          Report.

ITEM 6.   EXHIBITS

          3.(i)  Articles of Incorporation, as restated January 1, 2002,
                 incorporated by reference to the Registrant's Form 10-K, as
                 filed with the SEC on March 28, 2002 (File No. 33-81010).

          (ii)   By-Laws, as amended and restated effective January 1, 2005.

          4.(a)  Instruments Defining the Rights of Security Holders, Including
                 Indentures (Annuity Contracts)

                 Incorporated herein by reference to Registration Statement on
                 Form N-4, File No. 33-80750, as amended and filed with the SEC
                 on April 23, 1997.

                 Incorporated herein by reference to Registration Statement on
                 Form N-4, File No. 33-59749, as filed with the SEC on June 1,
                 1995.

                 Incorporated herein by reference to Post-Effective Amendment
                 No. 4 to Registration Statement on Form N-4, File No. 33-59749,
                 as filed with the SEC on April 16, 1997.

                 Incorporated herein by reference to Post-Effective Amendment
                 No. 6 to Registration Statement on Form N-4, File No. 33-59749,
                 as filed with the SEC on November 26, 1997.

                                       21
<Page>

                 Incorporated herein by reference to Post-Effective Amendment
                 No. 8 to Registration Statement on Form N-4, File No. 33-59749,
                 as filed with the SEC on April 17, 1998.

                 Incorporated herein by reference to Registration Statement on
                 Form S-2, File No. 33-63657, as filed with the SEC on October
                 25, 1995.

                 Incorporated herein by reference to Pre-Effective Amendment No.
                 3 to the Registration Statement on Form S-2, File No. 33-63657,
                 as filed with the SEC on January 17, 1996.

                 Incorporated herein by reference to Post-Effective Amendment
                 No. 3 to Registration Statement on Form S-2, File No. 33-63657,
                 as filed with the SEC on November 24, 1997.

          31.1   Certificate of David A. Wheat pursuant to Section 302 of the
                 Sarbanes-Oxley Act of 2002.

          31.2   Certificate of Brian D. Comer pursuant to Section 302 of the
                 Sarbanes-Oxley Act of 2002.

          32.1   Certificate of David A. Wheat pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002.

          32.2   Certificate of Brian D. Comer pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002.

                                       22
<Page>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                          ING INSURANCE COMPANY OF AMERICA
                          --------------------------------
                                    (Registrant)


May 12, 2005              By   /s/ David A. Wheat
-------------                  -------------------------------------------------
   (Date)                        David A. Wheat
                                 Director, Senior Vice President and
                                  Chief Financial Officer
                                (Duly Authorized Officer and Principal Financial
                                  Officer)

                                       23