UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported) January 2, 2004
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ING USA Annuity and Life Insurance Company
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(Exact name of registrant as specified in its charter)
Iowa 333-104539, 333-104546, 333-57212, 333-104548, 333-104547 41-0991508
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(State or other (Commission File Number) (IRS employer
jurisdiction of identification no.)
incorporation)
1475 Dunwoody Drive, West Chester, Pennsylvania 19380-1478
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (610) 425-3400
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Golden American Life Insurance Company
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(Former name or former address, if changed since last report.)
INDEX
Page
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Item 2. Acquisition or Disposition of Assets 3
Item 5. Other Events 3
Item 7. Financial Statements and Exhibits 5
(a) Financial Statements of Business Acquired 5
(b) Pro Forma Financial Information in Accordance
with Accounting Principles Generally Accepted
in the United States of America 5
(c) Exhibits 14
Item 2. Acquisition or Disposition of Assets
On January 1, 2004 (the "merger date"), Equitable Life Insurance
Company of Iowa ("ELIC"), USG Annuity & Life Company ("USG"), and
United Life & Annuity Insurance Company ("ULA") (the "Merger
Companies"), merged with and into Golden American Life Insurance
Company ("Golden"). Also on January 1, 2004, immediately after the
merger, Golden changed its name to ING USA Annuity and Life Insurance
Company ("ING USA" or the "Company"). As of the merger date, the
Merger Companies ceased to exist and were succeeded by the Company.
ING USA is domiciled in Iowa and is a wholly-owned subsidiary of Lion
Connecticut Holdings Inc., which is an indirect, wholly-owned
subsidiary of ING Groep N.V. ("ING"), a global financial services
holding company based in The Netherlands.
Statement of Financial Accounting Standards No. 141, Business
Combinations, excludes transfers of net assets or exchanges of shares
between entities under common control, and notes that certain
provisions under Accounting Principles Board Opinion No. 16, Business
Combinations ("APB 16"), provide a source of guidance for such
transactions. In accordance with APB 16, financial information of the
combined entity is presented as if the entities had been combined for
the full year, and all comparative financial statements are restated
and presented as if the entities had previously been combined, in a
manner similar to a pooling-of-interests.
Prior to the merger date, the Merger Companies were affiliated
companies of ING USA and indirect, wholly-owned subsidiaries of ING.
ELIC was domiciled in Iowa and offered various insurance products,
including deferred and immediate annuities, variable annuities, and
interest sensitive and traditional life insurance. ULA was also
domiciled in Iowa and primarily offered annuity related insurance
products, as well as life and health insurance that was ceded to other
insurers. USG was domiciled in Oklahoma and offered various insurance
products, including deferred fixed annuities, immediate annuities, and
interest-sensitive life insurance.
Each Board of Directors and each sole shareholder of the Merger
Companies and the Board of Directors and sole shareholder of the
Company approved the merger plan on June 25, 2003 (see Exhibit 99.8).
The State of Iowa Insurance Division and the Department of Insurance
of the State of Oklahoma also approved the merger.
Item 5. Other Events
Golden was renamed from "Golden American Life Insurance Company" to
"ING USA Annuity and Life Insurance Company." The name change occurred
immediately after the merger of ELIC, USG, and ULA with and into
Golden, with the Company remaining as the surviving corporation under
the name ING USA Annuity and Life Insurance Company.
3
The Company, formerly a Delaware insurance company, changed its state
of domicile from Delaware to Iowa and became an Iowa insurance company
immediately prior to the merger of ELIC, USG, and ULA, with and into
Golden. On July 16, 2003, the Insurance Division of the State of Iowa
approved the Restated Articles of Incorporation, effectively approving
the re-domestication of the Company. The re-domestication was
effective on January 1, 2004.
4
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
Included are the financial statements of ELIC (the survivor to
the merger with Ameribest Life Insurance Company, an affiliate,
on January 1, 2003), USG, and ULA, prepared in conformity with
statutory accounting principles ("SAP") (financial statements for
these entities were not historically prepared in conformity with
accounting principles generally accepted in the United States of
America ("GAAP")). These statements include audited statutory
basis financial statements for the years ended December 31, 2002
and 2001, as well as unaudited statutory basis financial
statements for the nine months ended September 30, 2003 and
September 30, 2002 (financial statements for the three months
ended September 30 are not required for statutory purposes).
See (c) Exhibits for financial statements.
(b) Pro Forma Financial Information in Accordance with Accounting
Principles Generally Accepted in the United States of America
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
September 30, 2003
Unaudited Pro Forma Condensed Consolidated Statements of Income
for the Nine Months Ended September 30, 2003 and 2002
Unaudited Pro Forma Condensed Consolidated Statements of Income
for the Years Ended December 31, 2002, 2001, and 2000
Notes to Unaudited Pro Forma Condensed Consolidated Financial
Statements as of September 30, 2003, and for the periods
ended December 31, 2002, 2001, and 2000, and September 30,
2003 and 2002
The following unaudited pro forma condensed consolidated
financial information is based on the historical financial
statements of ING USA, ELIC, USG, and ULA, and has been prepared
to illustrate the effects of the merger of ELIC, USG, and ULA,
with and into Golden. The unaudited pro forma condensed
consolidated financial information is presented for illustration
purposes only, and is not necessarily indicative of the operating
results or financial position that would have occurred if the
merger had been consummated, nor is it necessarily indicative of
future operating results or financial position of the
consolidated company.
5
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
September 30, 2003
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Pro Forma Pro Forma
(Millions) ING USA ELIC USG ULA Adjustments Consolidated
------------- ------------ ------------ --------- ----------------- -------------
Assets
Investments:
Fixed maturities, available for sale,
at fair value $ 5,458.8 $ 3,800.2 $ 6,337.5 $ 611.7 $ - $ 16,208.2
Equity securities, at fair value:
Common stock - 20.5 - - - 20.5
Preferred stock - 0.4 1.3 - - 1.7
Investment in mutual funds 9.3 120.0 - - - 129.3
Investment in subsidiaries - 1,878.8 - - (1,878.8)(1) -
Mortgage loans on real estate 770.3 954.3 1,501.3 38.0 - 3,263.9
Real estate - 3.0 3.7 - - 6.7
Policy loans 17.2 127.9 31.9 0.9 - 177.9
Short-term investments - 127.2 22.0 - - 149.2
Other investments 26.6 207.0 (77.3) 8.4 (135.0)(2) 29.7
------------- ------------ ------------ --------- ----------------- -------------
Total investments 6,282.2 7,239.3 7,820.4 659.0 (2,013.8) 19,987.1
Cash and cash equivalents 55.5 22.3 570.7 2.0 - 650.5
Accrued investment income 64.5 48.5 77.8 7.0 - 197.8
Reinsurance recoverable 14.3 6.4 0.7 - - 21.4
Receivable for securities sold 21.7 37.5 58.1 14.9 - 132.2
Deferred policy acquisition costs 796.9 791.5 145.8 2.8 - 1,737.0
Value of business acquired 8.7 70.2 33.8 3.3 - 116.0
Other assets 16.2 9.4 1.4 (0.1) - 26.9
Assets held in separate accounts 14,692.5 980.4 - 60.8 - 15,733.7
------------- ------------ ------------ --------- ----------------- -------------
Total assets $ 21,952.5 $ 9,205.5 $ 8,708.7 $ 749.7 $ (2,013.8) $ 38,602.6
============= ============ ============ ========= ================= =============
Liabilities and Shareholder's Equity
Policy liabilities and accruals:
Future policy benefits and
claims reserves $ 5,395.9 $ 5,449.0 $ 7,266.4 $ 577.5 $ - $ 18,688.8
Notes to affiliates 170.0 - - - (135.0)(2) 35.0
Due to affiliates 9.1 22.2 20.7 1.3 - 53.3
Payables for securities purchased 42.4 66.6 83.3 14.8 - 207.1
Borrowed money 111.0 207.8 784.6 - - 1,103.4
Current income taxes 22.2 (19.3) (22.4) (1.7) - (21.2)
Deferred income taxes 129.3 (75.2) (47.8) (8.9) - (2.6)
Other liabilities 36.4 99.4 88.8 1.7 - 226.3
Liabilities related to separate accounts 14,692.5 980.4 - 60.7 - 15,733.6
------------- ------------ ------------ --------- ----------------- -------------
Total liabilities 20,608.8 6,730.9 8,173.6 645.4 (135.0) 36,023.7
------------- ------------ ------------ --------- ----------------- -------------
Shareholder's equity
Common stock 2.5 5.0 2.5 8.4 (15.9)(1)(3) 2.5
Additional paid-in capital 1,358.4 3,600.3 1,468.2 188.7 (2,815.7)(1)(3) 3,799.9
Accumulated other comprehensive income 77.0 289.7 130.6 13.6 (207.6)(1) 303.3
Retained deficit (94.2) (1,420.4) (1,066.2) (106.4) 1,160.4 (1) (1,526.8)
------------- ------------ ------------ --------- ----------------- -------------
Total shareholder's equity 1,343.7 2,474.6 535.1 104.3 (1,878.8) 2,578.9
------------- ------------ ------------ --------- ----------------- -------------
Total liabilities and shareholder's equity $ 21,952.5 $ 9,205.5 $ 8,708.7 $ 749.7 $ (2,013.8) $ 38,602.6
============= ============ ============ ========= ================= =============
6
Unaudited Pro Forma Condensed Consolidated Statement of Income for the
9 Months Ended September 30, 2003
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Pro Forma Pro Forma
(Millions) ING USA ELIC USG ULA Adjustments Consolidated
------------- ------------ ----------- ----------- ---------------- -------------
Revenue:
Premiums $ - $ 20.6 $ 0.7 $ - $ - $ 21.3
Fee income 221.2 35.6 11.2 1.8 - 269.8
Net investment income 167.8 221.1 345.9 27.3 (7.6)(2) 754.5
Net realized capital gains (losses) 87.8 (1.5) (0.6) 8.9 - 94.6
Other income (loss) (0.1) 6.3 1.0 - - 7.2
------------- ------------ ----------- ----------- ---------------- -------------
Total revenue 476.7 282.1 358.2 38.0 (7.6) 1,147.4
------------- ------------ ----------- ----------- ---------------- -------------
Benefits, losses and expenses:
Benefits:
Interest credited and other
benefits to policyholders 271.7 226.0 276.3 20.0 - 794.0
Underwriting, acquisition, and
insurance expenses:
General expenses 81.7 45.0 26.2 2.4 - 155.3
Commissions 175.2 26.6 34.1 0.4 - 236.3
Policy acquisition costs deferred (150.3) (151.3) (43.3) (0.3) - (345.2)
Amortization of deferred policy
acquisition costs and value of
business acquired 129.9 56.1 44.5 5.7 - 236.2
Other:
Expense and charges reimbursed
under modified coinsurance agreements (88.8) 89.3 - - - 0.5
Interest expense 10.3 5.0 4.6 - (7.6)(2) 12.3
------------- ------------ ----------- ----------- ---------------- -------------
Total benefits, losses and expenses 429.7 296.7 342.4 28.2 (7.6) 1,089.4
------------- ------------ ----------- ----------- ---------------- -------------
Income (loss) before income taxes 47.0 (14.6) 15.8 9.8 - 58.0
Income tax expense (benefit) 7.3 (5.6) 5.5 3.4 - 10.6
Equity in subsidiaries - 50.0 - - (50.0)(4) -
------------- ------------ ----------- ----------- ---------------- -------------
Net income (loss) $ 39.7 $ 41.0 $ 10.3 $ 6.4 $ (50.0) $ 47.4
============= ============ =========== =========== ================ =============
7
Unaudited Pro Forma Condensed Consolidated Statement of Income for the
9 Months Ended September 30, 2002
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Pro Forma Pro Forma
(Millions) ING USA ELIC USG ULA Adjustments Consolidated
------------- ------------ ----------- ----------- ----------------- -------------
Revenue:
Premiums $ - $ 23.4 $ 0.9 $ - $ - $ 24.3
Fee income 167.3 42.0 16.1 3.0 - 228.4
Net investment income 132.3 162.9 293.8 33.3 (9.6)(2) 612.7
Net realized capital gains (losses) 0.4 (34.3) (55.2) (6.9) - (96.0)
Other income (loss) - 6.3 2.0 - - 8.3
------------- ------------ ----------- ----------- ----------------- -------------
Total revenue 300.0 200.3 257.6 29.4 (9.6) 777.7
------------- ------------ ----------- ----------- ----------------- -------------
Benefits, losses and expenses:
Benefits:
Interest credited and other
benefits to policyholders 212.1 178.3 274.2 20.3 - 684.9
Underwriting, acquisition, and
insurance expenses:
General expenses 106.1 36.2 24.4 1.2 - 167.9
Commissions 239.8 33.7 60.3 0.4 - 334.2
Policy acquisition costs deferred (242.9) (145.3) (66.2) - - (454.4)
Amortization of deferred policy
acquisition costs and value of
business acquired 129.2 72.5 36.3 3.4 - 241.4
Other:
Expense and charges reimbursed
under modified coinsurance
agreements (77.6) 74.1 - - - (3.5)
Interest expense 12.7 5.1 4.6 - (9.6)(2) 12.8
------------- ------------ ----------- ----------- ----------------- -------------
Total benefits, losses and expenses 379.4 254.6 333.6 25.3 (9.6) 983.3
------------- ------------ ----------- ----------- ----------------- -------------
Income (loss) before income taxes (79.4) (54.3) (76.0) 4.1 - (205.6)
Income tax expense (benefit) (25.7) (19.5) (26.6) 1.4 - (70.4)
Equity in subsidiaries - (103.1) - - 103.1(4) -
------------- ------------ ----------- ----------- ----------------- -------------
Income (loss) before cumulative effect
of change in accounting principle $ (53.7) $ (137.9) $ (49.4) $ 2.7 $ 103.1 $ (135.2)
============= ============ =========== =========== ================= =============
8
Unaudited Pro Forma Condensed Consolidated Statement of Income for the
Year Ended December 31, 2002
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Pro Forma Pro Forma
(Millions) ING USA ELIC USG ULA Adjustments Consolidated
------------- ------------ ----------- ----------- ----------------- -------------
Revenue:
Premiums $ - $ 30.2 $ 1.1 $ - $ - $ 31.3
Fee income 204.0 54.0 20.0 3.7 - 281.7
Net investment income 197.7 249.7 416.6 44.1 (12.2)(2) 895.9
Net realized capital gains (losses) 4.2 (43.7) (65.7) 2.1 - (103.1)
Other income (loss) 3.5 10.3 2.4 0.1 - 16.3
------------- ------------ ----------- ----------- ----------------- -------------
Total revenue 409.4 300.5 374.4 50.0 (12.2) 1,122.1
------------- ------------ ----------- ----------- ----------------- -------------
Benefits, losses and expenses:
Benefits:
Interest credited and other
benefits to policyholders 276.5 246.0 370.5 26.8 - 919.8
Underwriting, acquisition, and
insurance expenses:
General expenses 139.7 46.5 33.0 1.0 - 220.2
Commissions 288.7 41.5 71.7 0.6 - 402.5
Policy acquisition costs deferred (292.2) (186.6) (80.2) - - (559.0)
Amortization of deferred policy
acquisition costs and value
of business acquired 127.8 126.0 44.5 3.8 - 302.1
Other:
Expense and charges reimbursed
under modified coinsurance
agreements (104.9) 100.9 - - - (4.0)
Interest expense 16.0 6.9 6.1 - (12.2)(2) 16.8
------------- ------------ ----------- ----------- ----------------- -------------
Total benefits, losses and expenses 451.6 381.2 445.6 32.2 (12.2) 1,298.4
------------- ------------ ----------- ----------- ----------------- -------------
Income (loss) before income taxes (42.2) (80.7) (71.2) 17.8 - (176.3)
Income tax expense (benefit) (12.5) (29.0) (24.9) 6.2 - (60.2)
Equity in subsidiaries - (76.0) - - 76.0(4) -
------------- ------------ ----------- ----------- ----------------- -------------
Income (loss) before cumulative effect
of change in accounting principle $ (29.7) $ (127.7) $ (46.3) $ 11.6 $ 76.0 $ (116.1)
============= ============ =========== =========== ================= =============
9
Unaudited Pro Forma Condensed Consolidated Statement of Income for the
Year Ended December 31, 2001
- --------------------------------------------------------------------------------
Pro Forma Pro Forma
(Millions) ING USA ELIC USG ULA Adjustments Consolidated
------------- ------------ ----------- ----------- ----------------- -------------
Revenue:
Premiums $ - $ 33.2 $ 1.1 $ - $ - $ 34.3
Fee income 188.9 56.7 23.9 4.8 - 274.3
Net investment income 94.4 234.7 481.0 54.1 (14.3)(2) 849.9
Net realized capital gains (losses) (6.5) (32.7) (55.5) 1.3 - (93.4)
Other income (loss) - 9.4 1.4 - - 10.8
------------- ------------ ----------- ----------- ----------------- -------------
Total revenue 276.8 301.3 451.9 60.2 (14.3) 1,075.9
------------- ------------ ----------- ----------- ----------------- -------------
Benefits, losses and expenses:
Benefits:
Interest credited and other
benefits to policyholders 209.0 179.2 356.1 38.9 - 783.2
Underwriting, acquisition, and
insurance expenses:
General expenses 119.9 94.7 23.3 3.3 - 241.2
Commissions C 232.4 51.0 35.4 0.7 - 319.5
Policy acquisition costs deferred (128.2) (312.6) (47.1) (0.6) - (488.5)
Amortization of deferred policy
acquisition costs and value of
business acquired 49.6 55.6 65.3 4.4 - 174.9
Goodwill 4.2 13.0 19.1 1.1 - 37.4
Other:
Expense and charges reimbursed
under modified coinsurance
agreements (225.6) 224.6 - - - (1.0)
Interest expense 19.4 7.3 10.8 0.3 (14.3)(2) 23.5
------------- ------------ ----------- ----------- ----------------- -------------
Total benefits, losses and expenses 280.7 312.8 462.9 48.1 (14.3) 1,090.2
------------- ------------ ----------- ----------- ----------------- -------------
Income (loss) before income taxes (3.9) (11.5) (11.0) 12.1 - (14.3)
Income tax expense (benefit) 0.1 0.5 2.8 4.6 - 8.0
Equity in subsidiaries - (17.8) - - 17.8(4) -
------------- ------------ ----------- ----------- ----------------- -------------
Net income (loss) $ (4.0) $ (29.8) $ (13.8) $ 7.5 $ 17.8 $ (22.3)
============= ============ =========== =========== ================= =============
10
Unaudited Pro Forma Condensed Consolidated Statement of Income for the
Year Ended December 31, 2000
- --------------------------------------------------------------------------------
Pro Forma Pro Forma
(Millions) ING USA ELIC USG ULA Adjustments Consolidated
------------- ------------ ----------- ----------- ----------------- -------------
Revenue:
Premiums $ - $ 33.0 $ 2.3 $ - $ - $ 35.3
Fee income 167.9 68.7 42.5 7.6 - 286.7
Net investment income 64.1 198.6 506.1 60.8 (14.3)(2) 815.3
Net realized capital gains (losses) (6.6) (25.8) (84.8) (8.2) - (125.4)
Other income (loss) - 10.0 1.4 - - 11.4
------------- ------------ ----------- ----------- ----------------- -------------
Total revenue 225.4 284.5 467.5 60.2 (14.3) 1,023.3
------------- ------------ ----------- ----------- ----------------- -------------
Benefits, losses and expenses:
Benefits:
Interest credited and other
benefits to policyholders 199.9 183.7 352.6 44.1 - 780.3
Underwriting, acquisition, and
insurance expenses:
General expenses 89.5 86.4 10.8 2.5 - 189.2
Commissions 213.7 70.7 41.3 3.9 - 329.6
Policy acquisition costs deferred (168.4) (303.1) (59.3) (4.1) - (534.9)
Amortization of deferred policy
acquisition costs and value of
business acquired 60.0 31.8 18.8 2.9 - 113.5
Goodwill 4.2 13.0 19.1 1.1 - 37.4
Other:
Expense and charges reimbursed
under modified coinsurance
agreements (225.8) 218.8 - - - (7.0)
Interest expense 19.9 2.8 0.8 - (14.3)(2) 9.2
------------- ------------ ----------- ----------- ----------------- -------------
Total benefits, losses and expenses 193.0 304.1 384.1 50.4 (14.3) 917.3
------------- ------------ ----------- ----------- ----------------- -------------
Income (loss) before income taxes 32.4 (19.6) 83.4 9.8 - 106.0
Income tax expense (benefit) 13.2 (2.2) 35.8 3.8 - 50.6
Equity in subsidiaries - 66.8 - - (66.8)(4) -
------------- ------------ ----------- ----------- ----------------- -------------
Net income (loss) $ 19.2 $ 49.4 $ 47.6 $ 6.0 $ (66.8) $ 55.4
============= ============ =========== =========== ================= =============
11
1. Pro Forma Consolidation
Statement of Financial Accounting Standards No. 141, Business Combinations
("FAS 141"), excludes transfers of net assets or exchanges of shares
between entities under common control, and notes that certain provisions
under Accounting Principles Board Opinion No. 16, Business Combinations
("APB 16"), provide a source of guidance for such transactions. In
accordance with APB 16, financial information of the combined entity is
presented as if the entities had been combined for the full year, and all
comparative financial statements are restated and presented as if the
entities had previously been combined, in a manner similar to a
pooling-of-interests.
The unaudited pro forma condensed consolidated financial statements have
been prepared in a manner similar to a pooling-of-interests, in accordance
with the provisions of APB 16 in order to present the condensed financial
position and results of operations of ING USA Annuity and Life Insurance
Company ("ING USA"), Equitable Life Insurance Company of Iowa ("ELIC"),
United Life & Annuity Insurance Company ("ULA"), and USG Annuity & Life
Company ("USG"), as if the entities had previously been combined. The
unaudited pro forma condensed consolidated balance sheet and income
statements give effect to the consolidation transaction as if it had
occurred on September 30, 2003 and January 1, 2000, respectively.
Following is a description of the pro forma adjustments that have been made
to the financial statements. All pro forma adjustments are elimination
entries related to intercompany transactions between the entities, as
required by accounting principles generally accepted in the United States
of America. There were no other pro forma adjustments.
(1) Prior to the merger, ING USA and USG were wholly owned subsidiaries of
ELIC. The pro forma adjustment eliminates the ELIC investment in ING
USA and USG subsidiaries.
(2) Prior to the merger, ING USA had an outstanding surplus note payable
to ELIC. The pro forma adjustment eliminates the surplus note and
related interest between ING USA and ELIC.
(3) All of the shares of capital stock of ELIC, USG, and ULA, will be
canceled and retired, and ceased to exist, as of the merger with ING
USA.
(4) Prior to the merger, ING USA and USG were wholly owned subsidiaries of
ELIC. The pro forma adjustment eliminates the ELIC equity in ING USA
and USG income.
12
2. Accounting for Goodwill and Intangible Assets
The cumulative effect of change in accounting principle for the unaudited
pro forma condensed consolidated income statements for the nine months
ended September 30, 2002, and the year ended December 31, 2002, reflects
the adoption of Financial Accounting Standards Board Statement of Financial
Accounting Standards No. 142, Goodwill and Other Intangible Assets, ("FAS
142"). During 2002, ING USA and the Merger Companies adopted FAS 142.
The adoption of this standard resulted in an impairment loss of $1,298.5
million in 2002. This impairment loss represented the entire carrying
amount of goodwill, net of accumulated amortization, and is recorded as a
change in accounting principle for the nine months ended September 30, 2002
and the year ended December 31, 2002.
Effective January 1, 2002, ING USA and the Merger Companies applied the
non-amortization provision (net of tax) of the new standard, which resulted
in an increase in net income of $37.0 million for the twelve months ended
December 31, 2002. Had ING USA and the Merger Companies been accounting for
goodwill under FAS 142 for all periods presented, the Company's net income
(loss) would have been as follows:
Year ended Year ended
December 31, December 31,
(Millions) 2001 2000
-------------- --------------
Pro forma consolidated net income (loss) $ (22.3) $ 55.4
Add back goodwill amortization, net of tax 37.0 37.0
-------------- --------------
Adjusted pro forma consolidated net income $ 14.7 $ 92.4
============== ==============
3. Statutory Merger
On January 1, 2003, Ameribest Life Insurance Company ("AMB"), an affiliated
life insurance company domiciled in Georgia, was merged with ELIC.
As FAS 141 excludes transfers of net assets or exchanges of shares between
entities under common control, the merger was based on certain provisions
under APB 16, which provide a source of guidance for such transactions.
The unaudited pro forma condensed consolidated financial statements have
been prepared in a manner similar to a pooling-of-interests, in accordance
with the provisions of APB 16, in order to present the condensed results of
operations of ELIC and AMB as if the entities had previously been combined.
The pro forma condensed consolidated income statements give effect to the
consolidation transaction as if it had occurred on January 1, 2000.
The September 30, 2002, balances within the September 30, 2003, statutory
financial statements have been restated as a result of this merger (see
Exhibit 99.5).
13
(c) Exhibits
Reference
Number Page Exhibit Description
99.1 1-44 Audited statutory basis financial statements for the years ended December 31, 2002 and
2001, for Equitable Life Insurance Company of Iowa, including Report of Independent
Auditors.
99.2 1-27 Audited statutory basis financial statements for the years ended December 31, 2002 and
2001, for Ameribest Life Insurance Company, including Report of Independent Auditors.
99.3 1-4 Unaudited statutory basis financial statements for the nine months ended September 30,
2003 and 2002, for Equitable Life Insurance Company of Iowa (including the effects of
the merger with Ameribest Life Insurance Company, an affiliate).
99.4 1-35 Audited statutory basis financial statements for the years ended December 31, 2002 and
2001, for USG Annuity & Life Company, including Report of Independent Auditors.
99.5 1-4 Unaudited statutory basis financial statements for the nine months ended September 30,
2003 and 2002, for USG Annuity & Life Company.
99.6 1-34 Audited statutory basis financial statements for the years ended December 31, 2002 and
2001, for United Life & Annuity Insurance Company, including Report of Independent
Auditors.
99.7 1-4 Unaudited statutory basis financial statements for the nine months ended September 30,
2003 and 2002, for United Life & Annuity Insurance Company.
99.8 1-4 Agreement and plan of merger of USG Annuity & Life Company, United Life & Annuity
Insurance Company, and Equitable Life Insurance Company of Iowa into Golden American
Life Insurance Company to be renamed ING USA Annuity & Life Insurance Company
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ING USA Annuity and Life Insurance Company
-------------------------------------------------
(Registrant)
Date January 2, 2004 /s/ David A. Wheat
--------------- -------------------------------------------------
David A. Wheat
Senior Vice President and Chief Financial Officer
/s/ Keith Gubbay
-------------------------------------------------
Keith Gubbay
President
15