<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:  333-86276, 333-86278, 333-123934
                                --------------------------------

                     ING LIFE INSURANCE AND ANNUITY COMPANY
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<Table>
<S>                                                                                      <C>
Connecticut                                                                              71-0294708
---------------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)    (IRS employer identification no.)

151 Farmington Avenue, Hartford, Connecticut                                                  06156
---------------------------------------------------------------------------------------------------
(Address of principal executive offices)                                                 (Zip code)
</Table>

Registrant's telephone number, including area code  (860) 723-4646
                                                    --------------


--------------------------------------------------------------------------------
Former name, former address and former 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: 55,000 shares of Common Stock
as of May 12, 2005, all of which were directly owned by Lion Connecticut
Holdings Inc.

NOTE: WHEREAS ING LIFE INSURANCE AND ANNUITY COMPANY 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 LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
          (A WHOLLY-OWNED SUBSIDIARY OF LION CONNECTICUT HOLDINGS INC.)
                  FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2005

                                      INDEX

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

Item 1.      Financial Statements:
             Condensed Consolidated Statements of Operations                  3
             Condensed Consolidated Balance Sheets                            4
             Condensed Consolidated Statements of Changes in
               Shareholder's Equity                                           6
             Condensed Consolidated Statements of Cash Flows                  7
             Notes to Condensed Consolidated Financial Statements             8

Item 2.      Management's Narrative Analysis of the Results of
               Operations and Financial Condition                            15

Item 4.      Controls and Procedures                                         25

PART II.     OTHER INFORMATION

Item 1.      Legal Proceedings                                               26

Item 6.      Exhibits                                                        26

Signatures                                                                   30
</Table>

                                        2
<Page>

             ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
          (A WHOLLY-OWNED SUBSIDIARY OF LION CONNECTICUT HOLDINGS INC.)

PART I.   FINANCIAL INFORMATION (UNAUDITED)

ITEM 1.   FINANCIAL STATEMENTS

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                                  (In millions)

<Table>
<Caption>
                                                                   THREE MONTHS ENDED MARCH 31,
                                                                     2005               2004
                                                                ---------------    ---------------
<S>                                                             <C>                <C>
REVENUES:
   Net investment income                                        $         254.9    $         237.5
   Fee income                                                             119.4              117.1
   Premiums                                                                13.8               10.9
   Net realized capital (losses) gains                                     (4.0)              18.5
                                                                ---------------    ---------------
Total revenue                                                             384.1              384.0
                                                                ---------------    ---------------
BENEFITS AND EXPENSES:
   Interest credited and other benefits
     to contractowners                                                    187.7              187.6
   Operating expenses                                                     102.8               94.1
   Amortization of deferred policy acquisition costs
     and value of business acquired                                        49.2               37.9
                                                                ---------------    ---------------
Total benefits and expenses                                               339.7              319.6
                                                                ---------------    ---------------
Income before income taxes                                                 44.4               64.4
Income tax expense                                                         12.6               20.4
                                                                ---------------    ---------------
Net income                                                      $          31.8    $          44.0
                                                                ===============    ===============
</Table>

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

                                        3
<Page>
             ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
          (A WHOLLY-OWNED SUBSIDIARY OF LION CONNECTICUT HOLDINGS INC.)

                      CONDENSED CONSOLIDATED 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 $16,449.9 at 2005 and $16,684.7 at 2004)       $      16,646.5   $      17,151.3
     Equity securities, available-for-sale, at fair value
       (cost of $154.4 at 2005 and $153.9 at 2004)                                 160.9             162.6
     Mortgage loans on real estate                                               1,209.1           1,090.2
     Policy loans                                                                  258.9             262.7
     Other investments                                                              76.4              57.0
     Securities pledged (amortized cost of $1,633.5 at 2005
       and $1,258.8 at 2004)                                                     1,630.2           1,274.3
                                                                         ---------------   ---------------
   Total investments                                                            19,982.0          19,998.1
   Cash and cash equivalents                                                       116.7             187.3
   Short-term investments under securities loan agreement                          573.3             219.5
   Accrued investment income                                                       197.2             181.7
   Notes receivable from affiliate                                                 175.0             175.0
   Reinsurance recoverable                                                       2,903.0           2,902.7
   Deferred policy acquisition costs                                               440.1             414.5
   Value of business acquired                                                    1,342.3           1,365.2
   Due from affiliates                                                              16.2              25.9
   Receivables for securities sold                                                  17.4               0.2
   Other assets                                                                     99.1              99.6
   Assets held in separate accounts                                             33,135.8          33,310.5
                                                                         ---------------   ---------------
Total assets                                                             $      58,998.1   $      58,880.2
                                                                         ===============   ===============
</Table>

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

                                        4
<Page>
             ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
          (A WHOLLY-OWNED SUBSIDIARY OF LION CONNECTICUT HOLDINGS INC.)

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (In millions, except share data)

<Table>
<Caption>
                                                                                     AS OF              AS OF
                                                                                   MARCH 31,         DECEMBER 31,
                                                                                     2005               2004
                                                                                ---------------    ---------------
                                                                                  (UNAUDITED)
<S>                                                                             <C>                <C>
LIABILITIES AND SHAREHOLDER'S EQUITY
Future policy benefits and claims reserves                                      $      20,698.0           20,886.4
Notes payable                                                                              33.5                  -
Due to affiliates                                                                             -               49.4
Payables for securities purchased                                                         168.7               25.1
Payables under securities loan agreement                                                  573.3              219.5
Borrowed money                                                                          1,081.1            1,057.4
Current income taxes                                                                       92.6               82.6
Deferred income taxes                                                                     201.5              209.3
Other liabilities                                                                         288.4              315.8
Liabilities related to separate accounts                                               33,135.8           33,310.5
                                                                                ---------------    ---------------
Total liabilities                                                                      56,272.9           56,156.0
                                                                                ---------------    ---------------

Shareholder's equity:
   Common stock (100,000 shares authorized; 55,000 shares issued and
      outstanding, $50 per share value)                                                     2.8                2.8
   Additional paid-in capital                                                           4,577.2            4,576.5
   Accumulated other comprehensive income                                                  35.6               67.1
   Retained earnings (deficit)                                                         (1,890.4)          (1,922.2)
                                                                                ---------------    ---------------
Total shareholder's equity                                                              2,725.2            2,724.2
                                                                                ---------------    ---------------
Total liabilities and shareholder's equity                                      $      58,998.1    $      58,880.2
                                                                                ===============    ===============
</Table>

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

                                        5
<Page>
             ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
          (A WHOLLY-OWNED SUBSIDIARY OF LION CONNECTICUT HOLDINGS INC.)

      CONDENSED CONSOLIDATED 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       (DEFICIT)       EQUITY
                                                --------    ----------    -------------   ----------    -------------
<S>                                             <C>         <C>           <C>             <C>           <C>
Balance at December 31, 2003                    $    2.8    $  4,646.5    $       116.0   $ (2,119.4)   $     2,645.9
   Comprehensive income:
     Net income                                        -             -                -         44.0             44.0
     Other comprehensive income, net of tax:
         Net unrealized gain on securities
           ($27.7 pretax)                              -             -             17.9            -             17.9
                                                                                                        -------------
   Comprehensive income                                                                                          61.9
                                                --------    ----------    -------------   ----------    -------------
Balance at March 31, 2004                       $    2.8    $  4,646.5    $       133.9   $ (2,075.4)   $     2,707.8
                                                ========    ==========    =============   ==========    =============

Balance at December 31, 2004                    $    2.8    $  4,576.5    $        67.1   $ (1,922.2)   $     2,724.2
   Comprehensive income (loss):
     Net income                                        -             -                -         31.8             31.8
     Other comprehensive loss, net of tax:
         Net unrealized loss on securities
           (($41.9) pretax)                            -             -            (31.5)           -            (31.5)
                                                                                                        -------------
   Comprehensive income                                                                                           0.3
                                                                                                        -------------
   Employee share based payments                       -           0.7                -            -              0.7
                                                --------    ----------    -------------   ----------    -------------
Balance at March 31, 2005                       $    2.8    $  4,577.2    $        35.6   $ (1,890.4)   $     2,725.2
                                                ========    ==========    =============   ==========    =============
</Table>

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

                                        6
<Page>
             ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
          (A WHOLLY-OWNED SUBSIDIARY OF LION CONNECTICUT HOLDINGS INC.)

                 CONDENSED CONSOLIDATED 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                       $         296.9    $          98.9

Cash Flows from Investing Activities:
   Proceeds from the sale, maturity, or redemption of:
     Fixed maturities, available-for-sale                               4,581.3            8,040.2
     Equity securities, available-for-sale                                  3.0                  -
     Mortgage loans on real estate                                          9.0                3.4
   Acquisition of:
     Fixed maturities, available-for-sale                              (4,771.5)          (8,161.9)
     Equity securities, available-for-sale                                 (3.5)             (17.6)
     Mortgage loans on real estate                                       (127.9)            (111.1)
   Policy loans                                                             3.8                5.5
   Other investments                                                       (9.2)               6.5
   (Sales) purchases of property and equipment, net                        (6.5)               1.7
                                                                ---------------    ---------------
Net cash used in investing activities                                    (321.5)            (233.3)
                                                                ---------------    ---------------

Cash Flows from Financing Activities:
   Deposits for investment contracts                                      448.1              574.2
   Maturities and withdrawals from investment contracts                  (551.3)            (436.4)
   Short-term borrowings                                                   57.2               (3.2)
                                                                ---------------    ---------------
Net cash (used in) provided by financing activities                       (46.0)             134.6
                                                                ---------------    ---------------
Net (decrease) increase in cash and cash equivalents                      (70.6)               0.2
Cash and cash equivalents, beginning of period                            187.3               57.8
                                                                ---------------    ---------------
Cash and cash equivalents, end of period                        $         116.7    $          58.0
                                                                ===============    ===============
</Table>

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

                                        7
<Page>

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A WHOLLY-OWNED SUBSIDIARY OF LION CONNECTICUT HOLDINGS INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollar amounts in millions, unless otherwise stated)

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF PRESENTATION

     ING Life Insurance and Annuity Company ("ILIAC"), a stock life insurance
     company domiciled in the state of Connecticut, and its wholly-owned
     subsidiaries (collectively, the "Company") are providers of financial
     products and services in the United States. These condensed consolidated
     financial statements include ILIAC and its wholly-owned subsidiaries, ING
     Insurance Company of America ("IICA") and ING Financial Advisers, LLC
     ("IFA"). 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 consolidated financial statements and notes as of March 31,
     2005 and December 31, 2004 and for the three months 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 consolidated 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
     consolidated financial position, results of operations and cash flows for
     the interim periods. These condensed consolidated financial statements and
     notes should be read in conjunction with the consolidated 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 offers qualified and nonqualified annuity contracts that
     include a variety of funding and payout options for individuals and
     employer-sponsored retirement plans qualified under Internal Revenue Code
     Sections 401, 403, 408 and 457, as well as nonqualified deferred
     compensation plans. The Company's products are offered primarily to
     individuals, pension plans, small businesses and employer-sponsored groups
     in the health care, government, education (collectively "not-for-profit"
     organizations), and corporate markets. The Company's products generally are
     distributed through pension professionals, independent agents and brokers,
     third party administrators, banks, dedicated career agents, and financial
     planners.

     Annuity contracts may be deferred or immediate (payout annuities). These
     products also include programs offered to qualified plans and nonqualified
     deferred compensation plans that package administrative and record-keeping
     services along with a variety of investment options, including affiliated
     and nonaffiliated mutual funds, and variable and fixed investment options.
     In addition, the Company offers wrapper agreements entered into with
     retirement plans which contain certain benefit responsive guarantees (i.e.
     liquidity guarantees of principal and previously accrued interest for
     benefits paid under

                                        8
<Page>

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A WHOLLY-OWNED SUBSIDIARY OF LION CONNECTICUT HOLDINGS INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollar amounts in millions, unless otherwise stated)


     the terms of the plan) with respect to portfolios of plan-owned assets not
     invested with the Company. The Company also offers investment advisory
     services and pension plan administrative services.

     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.

     SIGNIFICANT ACCOUNTING POLICIES

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

2.   RECENTLY ADOPTED ACCOUNTING STANDARDS

     SHARE-BASED PAYMENT

     In December 2004, the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Standard ("FAS") No. 123 (revised 2004),
     "Share-Based Payment" ("FAS 123R"), which requires all share-based payments
     to employees be recognized in the financial statements based upon the fair
     value. As a result of Securities and Exchange Commission ("SEC") Release
     No. 33-8568: Amendment to Rule 4-01(a) of Regulation S-X Regarding the
     Compliance Date for Statement of Financial Accounting Standards No. 123
     (Revised 2004), "Share-Based Payment", adopted on April 14, 2005, FAS 123R
     is effective at the beginning of the first annual period beginning after
     June 15, 2005 for registrants. Earlier adoption is encouraged. FAS 123R
     provides two transition methods, modified-prospective and
     modified-retrospective.

     The Company early adopted the provisions of FAS 123R on January 1, 2005,
     using the modified-prospective method. Under the modified-prospective
     method, compensation cost recognized in the first three months of 2005
     includes: (a) compensation cost for all share-based payments granted prior
     to, but not yet vested as of January 1, 2005, based on the grant date fair
     value estimated in accordance with the original provisions of FASB
     Statement No. 123, "Accounting for Stock-Based Compensation" ("FAS 123"),
     and (b) compensation cost for all share-based payments granted subsequent
     to January 1, 2005, based on the grant-date fair value in accordance with
     the provisions of FAS 123R.

                                        9
<Page>

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A WHOLLY-OWNED SUBSIDIARY OF LION CONNECTICUT HOLDINGS INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollar amounts in millions, unless otherwise stated)


     Results for prior periods are not restated. Prior to January 1, 2005, the
     Company applied the intrinsic value-based provisions set forth in APB
     Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), and
     related Interpretations, as permitted by FAS 123. No stock based employee
     compensation cost was recognized in the Statement of Operations during
     2004, as all options granted during the year had an exercise price equal to
     the market value of the underlying common stock on the date of grant. All
     shares granted during 2005 and 2004 were those of ING, the Company's
     ultimate parent. As a result of adopting FAS 123R, the Company's income
     before income taxes and net income for the three months ended March 31,
     2005, are $0.7 and $0.5, lower, respectively, than if it had continued to
     account for share-based payments under APB 25.

3.   DEFERRED POLICY ACQUISITION COSTS AND VALUE OF BUSINESS ACQUIRED

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

     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 DAC and 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, DAC and VOBA are
     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.

     FAS No. 60, "Accounting and Reporting by Insurance Enterprises," applies
     to traditional life insurance products, primarily whole life and term
     life insurance contracts. Under FAS No. 60, DAC and VOBA are amortized
     over the premium payment period, in proportion to the premium revenue
     recognized.

                                       10
<Page>

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A WHOLLY-OWNED SUBSIDIARY OF LION CONNECTICUT HOLDINGS INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollar amounts in millions, unless otherwise stated)


     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                              $     1,415.4
       Adjustment for FAS No. 115                                       (4.1)
       Additions                                                        14.8
       Interest accrued at 5% to 7%                                     22.9
       Amortization                                                    (54.1)
                                                               -------------
     Balance at March 31, 2004                                 $     1,394.9
                                                               =============

<Caption>
                                                                   2005
                                                               -------------
     <S>                                                       <C>
     Balance at December 31, 2004                              $     1,365.3
       Adjustment for FAS No. 115                                        6.7
       Additions                                                        11.3
       Interest accrued at 5% to 7%                                     22.5
       Amortization                                                    (63.5)
                                                               -------------
     Balance at March 31, 2005                                 $     1,342.3
                                                               =============
</Table>

4.   INVESTMENTS

     IMPAIRMENTS

     The following table identifies the Company's other-than-temporary
     impairments by type for the three months ended March 31, 2005 and 2004:

<Table>
<Caption>
                                                               2005                            2004
                                                  -----------------------------   ------------------------------
                                                                      NO. OF                          NO. OF
                                                    IMPAIRMENT      SECURITIES      IMPAIRMENT      SECURITIES
                                                  --------------   ------------   --------------   -------------
     <S>                                          <C>                        <C>  <C>                         <C>
     Residential mortgage-backed                  $         26.2             69   $          5.1              34
                                                  --------------   ------------   --------------   -------------
     Total                                        $         26.2             69   $          5.1              34
                                                  ==============   ============   ==============   =============
</Table>

     The remaining fair value of the fixed maturities with other-than-temporary
     impairments at March 31, 2005 and 2004 is $204.3 and $130.3, respectively.

5.   INCOME TAXES

     The Company's effective tax rates for the three months ended March 31, 2005
     and 2004 were 28.4% and 31.7%, 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 an increase in the deduction allowed for dividends received
     relative to the change in pre-tax income.

                                       11
<Page>

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A WHOLLY-OWNED SUBSIDIARY OF LION CONNECTICUT HOLDINGS INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollar amounts in millions, unless otherwise stated)


6.   FINANCING AGREEMENTS

     The Company maintains a revolving loan agreement with SunTrust Bank,
     Atlanta (the "Bank"). Under this agreement, which is due on demand, the
     Company can borrow up to $125.0 from the Bank. Interest on any 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 the 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 $33.5 with the Bank and no outstanding balance as of December
     31, 2004. The outstanding balance of $33.5 at March 31, 2005 was repaid on
     April 1, 2005.

7.   COMMITMENTS AND CONTINGENT LIABILITIES

     COMMITMENTS

     Through the normal course of investment operations, the Company commits to
     either purchase or sell securities, commercial mortgage loans or money
     market instruments at a specified future date and at a specified price or
     yield. The inability of counterparties to honor these commitments may
     result in either a higher or lower replacement cost. Also, there is likely
     to be a change in the value of the securities underlying the commitments.
     At March 31, 2005, the Company had off-balance sheet commitments to
     purchase investments equal to their fair value of $527.0, $434.7 of which
     was with related parties. At December 31, 2004, the Company had off-balance
     sheet commitments to purchase investments equal to their fair value of
     $778.2, $440.4 of which was with related parties. During the three months
     ended March 31, 2005, $5.7 was funded to related parties under these
     commitments.

     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/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.

                                       12
<Page>

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A WHOLLY-OWNED SUBSIDIARY OF LION CONNECTICUT HOLDINGS INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollar amounts in millions, unless otherwise stated)

8.   ACCUMULATED OTHER COMPREHENSIVE INCOME

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

<Table>
<Caption>
                                                               2005                2004
                                                          ---------------    ---------------
     <S>                                                  <C>                <C>
     Net unrealized capital gains (losses):
       Fixed maturities                                   $          75.7    $         209.0
       Equity securities                                              6.5               16.5
       Sales inducements                                                -               (0.3)
       DAC/VOBA                                                      (0.4)             (24.4)
       Other                                                          1.3                0.3
                                                          ---------------    ---------------
     Subtotal                                                        83.1              201.1
     Less: deferred income taxes                                     30.8               67.2
                                                          ---------------    ---------------
     Net unrealized capital gains                                    52.3              133.9
     Minimum pension liability                                      (16.7)                 -
                                                          ---------------    ---------------
     Net accumulated other comprehensive income           $          35.6    $         133.9
                                                          ===============    ===============
</Table>

     Net unrealized capital gains allocated to experience-rated contracts of
     $117.6 and $646.2 at March 31, 2005 and 2004, respectively, are reflected
     on the Condensed Consolidated Balance Sheets in future policy benefits and
     claims 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,
     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) gains arising
       during the year(1)                                 $         (43.9)   $          48.6
     Less: reclassification adjustment for (losses)
       gains and other items included in net income(2)              (12.4)              30.7
                                                          ---------------    ---------------
     Net unrealized (losses) gains on securities          $         (31.5)   $          17.9
                                                          ===============    ===============
</Table>
     (1)    Pretax net unrealized holding gains (losses) were $(58.4) and $75.2,
            for the three months ended March 31, 2005 and 2004, respectively.
     (2)    Pretax reclassification adjustments for gains (losses) and other
            items included in net income were $(16.5) and $47.5, for the three
            months ended March 31, 2005 and 2004, respectively.

                                       13
<Page>

9.   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 short-term borrowings. 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 operating              $   95.7        $  3.2    $   98.9
  Net cash provided by financing activities      137.8          (3.2)      134.6
</Table>

                                       14
<Page>

ITEM 2.   MANAGEMENT'S NARRATIVE ANALYSIS OF THE CONSOLIDATED RESULTS OF
          OPERATIONS AND FINANCIAL CONDITION

          (Dollar amounts in millions, unless otherwise stated)

          OVERVIEW

          The following narrative analysis of the consolidated results of
          operations presents a review of ING Life Insurance and Annuity Company
          ("ILIAC") and its wholly-owned subsidiaries (collectively, 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 consolidated 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 other 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.

                                       15
<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 $12.2 to $31.8 for the three
          months ended March 31, 2005, from $44.0 for the three months ended
          March 31, 2004. The decrease in net income is primarily due to an
          increase in operating expenses and VOBA amortization partially offset
          by a decrease in income tax expense.

          NET INVESTMENT INCOME: Net investment income from General Account
          assets increased $17.4 to $254.9 for the three months ended March 31,
          2005 from $237.5 for the three months ended March 31, 2004. The
          increase is primarily related to the shifting of portfolio assets to
          higher yielding investments and higher average assets under management
          with fixed options.

          PREMIUMS: Premiums for the three months ended March 31, 2005 increased
          by $2.9 to $13.8 from $10.9 for the three months ended March 31, 2004,
          primarily due to higher annuitizations as well as higher sales of
          immediate annuities.

          NET REALIZED CAPITAL GAINS (LOSSES): Net realized capital losses for
          the three months ended March 31, 2005 were $ 4.0 compared to gains of
          $18.5 for the three months ended March 31, 2004. The current year
          losses are primarily due to an increase in other-than-temporary
          impairments. Additionally, the net realized capital losses for the
          three months ended March 31, 2005 were impacted by the increasing
          interest rate environment in 2005 that negatively affected the market
          value of fixed maturities and led to lower realized gains upon sale.
          Partially offsetting these decreases is an increase in capital gains
          on derivatives.

          OPERATING EXPENSES: Operating expenses increased by $8.7 to $102.8 for
          the three months ended March 31, 2005 from $94.1 for the three months
          ended March 31, 2004. The increase in operating expenses is primarily
          related to an increase in spending associated with strategic
          initiatives, as well as expenses related to compliance with the
          Sarbanes Oxley Act of 2002, higher asset based commissions, and
          increased salaries.

          AMORTIZATION OF DAC AND VOBA: Amortization of DAC and VOBA
          increased $11.3 to $49.2 for the three months ended March 31, 2005
          from $37.9 for the three months ended March 31, 2004. Amortization
          of DAC and VOBA for long-duration products is recorded in
          proportion to actual and estimated future gross profits. The return
          on variable funds for the three months ended March 31, 2005 was
          less than the long-term assumption, thereby producing an
          acceleration of amortization. In comparison, for the three months
          ended March 31, 2004, the return on variable funds exceeded the
          long-term assumptions, producing a deceleration of amortization. The
          combination of the acceleration of amortization in the first quarter
          of 2005 and the deceleration of amortization in 2004 resulted in
          higher amortization quarter versus quarter.


                                       16
<Page>

          INCOME TAX EXPENSE: Income tax expense decreased by $7.8 to $12.6 for
          the three months ended March 31, 2005 from $20.4 for the three months
          ended March 31, 2004. The decrease is primarily due to the decrease in
          pre-tax income in the first quarter of 2005 and a decrease in the
          Company's effective tax rate primarily resulting from an increase
          in the deduction allowed for dividends received relative to the change
          in pre-tax income.

          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 the Company.

          The Company's use of derivatives is limited mainly to hedging purposes
          to reduce the Company's exposure to cash flow variability of assets
          and liabilities, interest rate risk, and market risk.

          PORTFOLIO COMPOSITION

          The following table presents the investment portfolio at March 31,
          2005 and December 31, 2004.

<Table>
<Caption>
                                                            2005                                  2004
                                             ----------------------------------    ----------------------------------
                                             CARRYING VALUE            %           CARRYING VALUE            %
                                             ---------------    ---------------    ---------------    ---------------
          <S>                                <C>                          <C>      <C>                          <C>
          Fixed maturities, including
             securities pledged              $      18,276.7               91.5%   $      18,425.6               92.1%
          Equity securities                            160.9                0.8%             162.6                0.8%
          Mortgage loans on real estate              1,209.1                6.0%           1,090.2                5.5%
          Policy loans                                 258.9                1.3%             262.7                1.3%
          Other investments                             76.4                0.4%              57.0                0.3%
                                             ---------------    ---------------    ---------------    ---------------
                                             $      19,982.0              100.0%   $      19,998.1              100.0%
                                             ===============    ===============    ===============    ===============
</Table>

                                       17
<Page>

          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                      $         579.8   $           1.7   $           6.3   $         575.2
          States, municipalities and political
            subdivisions                                             32.1               0.2               1.4              30.9

          U.S. corporate securities:
            Public utilities                                      1,237.8              35.0              13.1           1,259.7
            Other corporate securities                            5,444.2             190.6              74.2           5,560.6
                                                          ---------------   ---------------   ---------------   ---------------
          Total U.S. corporate securities                         6,682.0             225.6              87.3           6,820.3
                                                          ---------------   ---------------   ---------------   ---------------

          Foreign securities:
            Government                                              622.9              25.0               5.6             642.3
            Other                                                 1,714.4              58.0              17.1           1,755.3
                                                          ---------------   ---------------   ---------------   ---------------
          Total foreign securities                                2,337.3              83.0              22.7           2,397.6
                                                          ---------------   ---------------   ---------------   ---------------

          Residential mortgage-backed securities                  5,471.9              47.8              76.0           5,443.7
          Commercial mortgage-backed securities                   1,654.4              50.2              16.0           1,688.6
          Other asset-backed securities                           1,325.9              15.4              20.9           1,320.4
                                                          ---------------   ---------------   ---------------   ---------------

          Total fixed maturities, including
            fixed maturities pledged                             18,083.4             423.9             230.6          18,276.7
          Less: fixed maturities pledged                          1,633.5              12.1              15.4           1,630.2
                                                          ---------------   ---------------   ---------------   ---------------
          Fixed maturities                                $      16,449.9   $         411.8   $         215.2   $      16,646.5
                                                          ===============   ===============   ===============   ===============
</Table>

                                       18
<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                     $         197.3   $           0.9   $           0.9   $         197.3
          States, municipalities and political
             subdivisions                                            32.1               0.2               0.9              31.4

          U.S. corporate securities:
             Public utilities                                     1,207.6              50.0               5.0           1,252.6
             Other corporate securities                           5,846.5             275.0              25.4           6,096.1
                                                          ---------------   ---------------   ---------------   ---------------
          Total U.S. corporate securities                         7,054.1             325.0              30.4           7,348.7
                                                          ---------------   ---------------   ---------------   ---------------

          Foreign securities:
             Government                                             660.2              33.9               3.1             691.0
             Other                                                1,656.4              78.4               6.1           1,728.7
                                                          ---------------   ---------------   ---------------   ---------------
          Total foreign securities                                2,316.6             112.3               9.2           2,419.7
                                                          ---------------   ---------------   ---------------   ---------------

          Residential mortgage-backed securities                  5,497.6              65.6              58.2           5,505.0
          Commercial mortgage-backed securities                   1,491.2              73.2               4.4           1,560.0
          Other asset-backed securities                           1,354.6              22.6              13.7           1,363.5
                                                          ---------------   ---------------   ---------------   ---------------

          Total fixed maturities, including
             fixed maturities pledged                            17,943.5             599.8             117.7          18,425.6
          Less: fixed maturities pledged                          1,258.8              18.0               2.5           1,274.3
                                                          ---------------   ---------------   ---------------   ---------------

          Fixed maturities                                $      16,684.7   $         581.8   $         115.2   $      17,151.3
                                                          ===============   ===============   ===============   ===============
</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.

                                       19
<Page>

          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                   $       8,817.7              48.2%   $       8,675.4              47.1%
          AA                              999.3               5.5%             910.4               4.9%
          A                             3,607.4              19.7%           3,754.3              20.4%
          BBB                           4,217.0              23.1%           4,311.4              23.4%
          BB                              579.6               3.2%             698.9               3.8%
          B and below                      55.7               0.3%              75.2               0.4%
                                ---------------   ---------------    ---------------   ---------------
          Total                 $      18,276.7             100.0%   $      18,425.6             100.0%
                                ===============   ===============    ===============   ===============
</Table>

          96.5% and 95.8% of fixed maturities were invested in securities rated
          BBB and above (Investment Grade) at March 31, 2005 and December 31,
          2004, respectively.

          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                             $       6,851.2              37.5%   $       7,380.1              40.1%
          Residential Mortgage-backed                        5,443.7              29.9%           5,505.0              29.9%
          Foreign (1)                                        2,397.6              13.1%           2,419.7              13.1%
          Commercial/Multifamily Mortgage-backed             1,688.6               9.2%           1,560.0               8.5%
          Asset-backed                                       1,320.4               7.2%           1,363.5               7.4%
          U.S. Treasuries/Agencies                             575.2               3.1%             197.3               1.0%
                                                     ---------------   ---------------    ---------------   ---------------
          Total                                      $      18,276.7             100.0%   $      18,425.6             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.

          MORTGAGE LOANS

          Mortgage loans, primarily commercial mortgage loans, totaled $1,209.1
          at March 31, 2005 and $1,090.2 at December 31, 2004. These loans are
          reported at amortized cost less impairment writedowns. If the value of
          any mortgage loan is determined to be impaired (i.e., when it is
          probable that the Company will be unable to collect on all amounts due
          according to the contractual terms of the loan agreement), the
          carrying value of the mortgage loan is reduced to either the present
          value of expected cash

                                       20
<Page>

          flows, cash flows from the loan (discounted at the loan's effective
          interest rate), or fair value of the collateral. If the loan is in
          foreclosure, the carrying value is reduced to the fair value of the
          underlying collateral, net of estimated costs to obtain and sell. The
          carrying value of the impaired loans is reduced by establishing a
          permanent write down charged to realized loss. At March 31, 2005 and
          December 31, 2004, the Company had no allowance for mortgage loan
          credit losses.

          UNREALIZED LOSSES

          Fixed maturities, including securities pledged to creditors, comprise
          91.5% and 92.1% of the Company's total investment portfolio at March
          31, 2005 and December 31, 2004, respectively. 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
          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                  $ 109.6      47.5%   $   6.2       2.7%   $  37.3      31.7%   $   0.5       0.4%
          More than six months
             and less than twelve months
             below amortized cost               49.1      21.3%       0.5       0.2%      33.1      28.1%       1.6       1.4%
          More than twelve months
             below amortized cost               63.6      27.6%       1.6       0.7%      44.4      37.7%       0.8       0.7%
                                             -------   -------    -------   -------    -------   -------    -------   -------
          Total unrealized loss              $ 222.3      96.4%   $   8.3       3.6%   $ 114.8      97.5%   $   2.9       2.5%
                                             =======   =======    =======   =======    =======   =======    =======   =======
</Table>

          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                $          64.4   $          26.7   $          26.7
          EITF Issue No. 99-20                                       51.4              22.9              38.5
                                                          ---------------   ---------------   ---------------
          Total unrealized loss                           $         115.8              49.6              65.2
                                                          ===============   ===============   ===============

          Carrying amount                                 $       3,337.6   $         697.9   $         583.1
                                                          ===============   ===============   ===============
          </Table>

                                       21
<Page>

          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      FOREIGN    AGENCIES     BACKED     TOTAL
                                           ---------   ------------   ------------   -------   -----------   -------   -------
          <S>                              <C>         <C>            <C>            <C>       <C>           <C>       <C>
          Less than six months below
             amortized cost                $    44.8   $       34.6   $        9.2   $  13.3   $       6.2   $   7.7   $ 115.8
          More than six months
             and less than twelve months
             below amortized cost               21.6           13.8            4.3       5.0           0.1       4.8      49.6
          More than twelve months
             below amortized cost               20.8           27.6            2.5       4.4           1.4       8.5      65.2
                                           ---------   ------------   ------------   -------   -----------   -------   -------
          Total unrealized loss            $    87.2   $       76.0   $       16.0   $  22.7   $       7.7   $  21.0   $ 230.6
                                           =========   ============   ============   =======   ===========   =======   =======
</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
          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.

          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 book value
          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 is
          accounted for as a realized loss.

          The following table identifies the Company's other-than-temporary
          impairments by type for the three months ended March 31, 2005 and
          2004:

<Table>
<Caption>
                                                                    2005                                 2004
                                                     ---------------------------------    ---------------------------------
                                                                           NO. OF                               NO. OF
                                                       IMPAIRMENT        SECURITIES          IMPAIRMENT       SECURITIES
                                                     ---------------   ---------------    ---------------   ---------------
          <S>                                        <C>                            <C>   <C>                            <C>
          Residential mortgage-backed                $          26.2                69    $           5.1                34
                                                     ---------------   ---------------    ---------------   ---------------
          Total                                      $          26.2                69    $           5.1                34
                                                     ===============   ===============    ===============   ===============
</Table>

                                       22
<Page>

          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
          other-than-temporary impairment of investments. Net realized capital
          gains (losses) on investments were as follows:

<Table>
<Caption>
                                                             THREE MONTHS ENDED MARCH 31,
                                                          ----------------------------------
                                                               2005               2004
                                                          ---------------    ---------------
          <S>                                             <C>                <C>
          Fixed maturities                                $         (14.2)   $          18.2
          Derivatives                                                10.2                0.3
                                                          ---------------    ---------------
          Pretax net realized capital (losses) gains      $          (4.0)   $          18.5
                                                          ===============    ===============
          After-tax net realized capital (losses) gains   $          (2.6)   $          12.0
                                                          ===============    ===============
</Table>

          Net realized capital gains (losses) allocated to experience-rated
          contracts of ($4.6) and $34.7 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 Condensed Consolidated Balance Sheets. Net
          unamortized realized gains allocated to experience-rated
          contractowners were $224.5 and $233.4 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.

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

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          The fixed account liabilities are supported by a portfolio principally
          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.

          Additional sources of liquidity include borrowing facilities to meet
          short-term cash requirements. ILIAC maintains a reciprocal loan
          agreement with ING America Insurance Holdings, Inc. ("ING AIH"), an
          affiliate, whereby either party can borrow from the other up to 3% of
          ILIAC's statutory admitted assets as of the prior December 31. ILIAC
          also maintains a $125.0 revolving loan agreement with SunTrust Bank
          and a $100.0 revolving loan agreement with the Bank of New York. The
          Company had an outstanding balance with SunTrust Bank of $33.5 at
          March 31, 2005 and no outstanding balances under either of these
          facilities as of December 31, 2004. The outstanding balance of $33.5
          at March 31, 2005 was repaid on April 1, 2005. Management believes
          that these sources of liquidity are adequate to meet the Company's
          short-term cash obligations.

          CAPITAL CONTRIBUTIONS AND DIVIDENDS

          ILIAC has entered into agreements with IICA under which ILIAC has
          agreed to cause IICA to have sufficient capital to meet certain
          capital and surplus levels. ILIAC did not make capital contributions
          to IICA during the three months ended March 31, 2005 and 2004.

          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.

          RECENTLY ADOPTED ACCOUNTING STANDARDS

          (See the Recently Adopted Accounting Standards Footnote to the
          condensed consolidated financial statements for further information.)

          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
          life insurance companies and products. Legislation to restructure the
          Social

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          Security System and expand private pension plan incentives also may be
          considered. Prospects for enactment and the ultimate effect of these
          proposals are uncertain.

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.

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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/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.

          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)   Certificate of Incorporation as amended and restated January 1,
                2002, incorporated by reference to the ILIAC on Form 10-K, as
                filed with the SEC on March 28, 2002 (File No. 33-23376).

        3.(ii)  Amended and Restated ING Life Insurance and Annuity Company
                By-Laws, effective January 1, 2005.

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

                Incorporated by reference to Post-Effective Amendment No. 14 to
                Registration Statement on Form N-4 (File No. 33-75964), as filed
                on July 29, 1997.

                Incorporated by reference to Post-Effective Amendment No. 6 to
                Registration Statement on Form N-4 (File No. 33-75980), as filed
                on February 12, 1997.

                Incorporated by reference to Post-Effective Amendment No. 12 to
                Registration Statement on Form N-4 (File No. 33-75964), as filed
                on February 11, 1997.

                Incorporated by reference to Post-Effective Amendment No. 5 to
                Registration Statement on Form N-4 (File No. 33-75986), as filed
                on April 12, 1996.

                                       26
<Page>

                Incorporated by reference to Post-Effective Amendment No. 12 to
                Registration Statement on Form N-4 (File No. 333-01107), as
                filed on February 4, 1999.

                Incorporated by reference to Post-Effective Amendment No. 4 to
                Registration Statement on Form N-4 (File No. 33-75988), as filed
                on April 15, 1996.

                Incorporated by reference to Post-Effective Amendment No. 3 to
                Registration Statement on Form N-4 (File No. 33-81216), as filed
                on April 17, 1996.

                Incorporated by reference to Post-Effective Amendment No. 3 to
                Registration Statement on Form N-4 (File No. 33-91846), as filed
                on April 15, 1996.

                Incorporated by reference to Post-Effective Amendment No. 6 to
                Registration Statement on Form N-4 (File No. 33-91846), as filed
                on August 6, 1996.

                Incorporated by reference to Registration Statement on Form N-4
                (File No. 333-01107), as filed on February 21, 1996.

                Incorporated by reference to Post-Effective Amendment No. 12 to
                Registration Statement on Form N-4 (File No. 33-75982), as filed
                on February 20, 1997.

                Incorporated by reference to Post-Effective Amendment No. 7 to
                Registration Statement on Form N-4 (File No. 33-75992), as filed
                on February 13, 1997.

                Incorporated by reference to Post-Effective Amendment No. 6 to
                Registration Statement on Form N-4 (File No. 33-75974), as filed
                on February 28, 1997.

                Incorporated by reference to Post-Effective Amendment No. 6 to
                Registration Statement on Form N-4 (File No. 33-75962), as filed
                on April 17, 1996.

                Incorporated by reference to Post-Effective Amendment No. 14 to
                Registration Statement on Form N-4 (File No. 33-75962), as filed
                on April 17, 1998.

                Incorporated by reference to Post-Effective Amendment No. 6 to
                Registration Statement on Form N-4 (File No. 33-75982), as filed
                on April 22, 1996.

                Incorporated by reference to Post-Effective Amendment No. 8 to
                Registration Statement on Form N-4 (File No. 33-75980), as filed
                on August 19, 1997.

                Incorporated by reference to Registration Statement on Form N-4
                (File No. 333-56297), as filed on June 8, 1998.

                Incorporated by reference to Post-Effective Amendment No. 3 to
                Registration Statement on Form N-4 (File No. 33-79122), as filed
                on August 16, 1995.

                Incorporated by reference to Post-Effective Amendment No. 32 to
                Registration Statement on Form N-4 (File No. 33-34370), as filed
                on December 16, 1997.

                Incorporated by reference to Post-Effective Amendment No. 30 to
                Registration Statement on Form N-4 (File No. 33-34370), as filed
                on September 29, 1997.

                                       27
<Page>

                Incorporated by reference to Post-Effective Amendment No. 26 to
                Registration Statement on Form N-4 (File No. 33-34370), as filed
                on February 21, 1997.

                Incorporated by reference to Post-Effective Amendment No. 35 to
                Registration Statement on Form N-4 (File No. 33-34370), as filed
                on April 17, 1998.

                Incorporated by reference to Post-Effective Amendment No. 1 to
                Registration Statement on Form N-4 (File No. 33-87932), as filed
                on September 19, 1995.

                Incorporated by reference to Post-Effective Amendment No. 8 to
                Registration Statement on Form N-4 (File No. 33-79122), as filed
                on April 17, 1998.

                Incorporated by reference to Post-Effective Amendment No. 7 to
                Registration Statement on Form N-4 (File No. 33-79122), as filed
                on April 22, 1997.

                Incorporated by reference to Post-Effective Amendment No. 21 to
                Registration Statement on Form N-4 (File No. 33-75996), as filed
                on February 16, 2000.

                Incorporated by reference to Post-Effective Amendment No. 13 to
                Registration Statement on Form N-4 (File No. 333-01107), as
                filed on April 7, 1999.

                Incorporated by reference to Post-Effective Amendment No. 37 to
                Registration Statement on Form N-4 (File No. 33-34370), as filed
                on April 9, 1999.

                Incorporated by reference to Post-Effective Amendment No. 1 to
                Registration Statement on Form N-4 (File No. 333-87305), as
                filed on December 13, 1999.

                Incorporated by reference to Post-Effective Amendment No. 18 to
                Registration Statement on Form N-4 (File No. 33-56297), as filed
                on August 30, 2000.

                Incorporated by reference to Post-Effective Amendment No.17 to
                Registration Statement on Form N-4 (File No. 33-75996), as filed
                on April 7, 1999.

                Incorporated by reference to Post-Effective Amendment No. 19 to
                Registration Statement on From N-4 (File No. 333-01107), as
                filed on February 16, 2000.

                Incorporated by reference to the Registration Statement on Form
                S-2 (File No. 33- 64331), as filed on November 16, 1995.

                Incorporated by reference to Pre-Effective Amendment No. 2 to
                the Registration Statement on Form S-2 (File No. 33-64331), as
                filed on January 17, 1996.

                Incorporated by reference to Post-Effective Amendment No. 30 to
                Registration Statement on Form N-4 (File No. 33-75988), as filed
                on December 30, 2003

                Incorporated by reference to Post-Effective Amendment No. 18 to
                Registration Statement on Form N-4 (File No. 33-75980), as filed
                on April 16, 2003.

                                       28
<Page>

                Incorporated by reference to Post-Effective Amendment No. 24 to
                Registration Statement on Form N-4 (File No. 33-81216), as filed
                on April 11, 2003.

                Incorporated by reference to Registration Statement on Form N-4
                (File No. 333-109860), as filed on October 21, 2003.

                Incorporated by reference to Post-Effective Amendment No. 39 to
                Registration Statement on Form N-4 (File No. 33-75962), as filed
                on December 17, 2004.

        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.

                                       29
<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 LIFE INSURANCE AND ANNUITY COMPANY
                   --------------------------------------
                                (Registrant)


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

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