UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

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

For the fiscal year ended 31 December 2012

OR

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

OR

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-14642

ING GROEP N.V.

(Exact name of registrant as specified in its charter)

The Netherlands

(Jurisdiction of incorporation or organization)

ING Groep N.V.

Bijlmerplein 888

1102 MG Amsterdam

P.O. Box 1800, 1000 BV Amsterdam

The Netherlands

(Address of principal executive offices)

Hans van Barneveld

Telephone: +31 20 541 8510

E-mail: Hans.van.Barneveld@ing.com

Bijlmerplein 888

1102 MG Amsterdam

The Netherlands

(Name; Telephone, Email and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
American Depositary Shares, each representing one Ordinary Share	New York Stock Exchange
Ordinary Shares, nominal value EUR 0.24 per Ordinary Share and Bearer Depositary receipts in respect of Ordinary Shares*	New York Stock Exchange
7.05% ING Perpetual Debt Securities	New York Stock Exchange
7.20% ING Perpetual Debt Securities	New York Stock Exchange
6.20% ING Perpetual Debt Securities	New York Stock Exchange
6.125% ING Perpetual Debt Securities	New York Stock Exchange
6.375% ING Perpetual Debt Securities	New York Stock Exchange
7.375% ING Perpetual Debt Securities	New York Stock Exchange
8.50% ING Perpetual Debt Securities	New York Stock Exchange

* Listed, not for trading or quotation purposes, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

Ordinary Shares, nominal value EUR 0.24 per Ordinary Share	3,831,560,513
Bearer Depositary receipts in respect of Ordinary Shares	3,830,982,228

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  þ Yes   ¨ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  ¨ Yes   þ No

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.  þ Yes  ¨ No

Indicate by check mark whether the registrants have submitted electronically and posted on their corporate Web sites, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).*  ¨ Yes  ¨ No

* This requirement does not currently apply to the registrant.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one).

Large accelerated filer  þ                 Accelerated filer  ¨                 Non-accelerated filer  ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  ¨ International Financial Reporting Standards as issued by the International Accounting Standards Board þ Other   ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.  ¨ Item 17  ¨ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ¨ Yes  þ No

TABLE OF CONTENTS

	PART I	PAGE
Item
1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS	6
2.	OFFER STATISTICS AND EXPECTED TIMETABLE	6
3.	KEY INFORMATION	6
4.	INFORMATION ON THE COMPANY	35
4A.	UNRESOLVED STAFF COMMENTS	66
5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	67
6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	105
7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	123
8.	FINANCIAL INFORMATION	127
9.	THE OFFER AND LISTING	131
10.	ADDITIONAL INFORMATION	132
11.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	143
12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	143
	PART II
13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	145
14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	145
15.	CONTROLS AND PROCEDURES	145
16A.	AUDIT COMMITTEE FINANCIAL EXPERT	147
16B.	CODE OF ETHICS	147
16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	147
16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	149
16E.	PURCHASES OF REGISTERED EQUITY SERVICES BY THE ISSUER AND AFFILIATED PURCHASERS	149
16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	149
16G.	CORPORATE GOVERNANCE	149
16H.	MINE SAFETY DISCLOSURE	149
	PART III
18.	FINANCIAL STATEMENTS	150
19.	EXHIBITS	150
	ADDITIONAL INFORMATION
	SELECTED STATISTICAL INFORMATION ON BANKING OPERATIONS	153

PRESENTATION OF INFORMATION

In this Annual Report, and unless otherwise stated or the context otherwise dictates, references to “ING Groep N.V.” and “ING Groep” refer to ING Groep N.V. and references to “ING”, the “Company”, the “Group”, “ING Group”, “we” and “us” refer to ING Groep N.V. and its consolidated subsidiaries. ING Groep N.V.‘s primary insurance and banking subsidiaries are ING Verzekeringen N.V. (together with its consolidated subsidiaries, “ING Insurance”) and ING Bank N.V. (together with its consolidated subsidiaries, “ING Bank”), respectively. References to “Executive Board” or “Supervisory Board” refer to the Executive Board or Supervisory Board of ING Groep N.V.

ING presents its consolidated financial statements in Euros, the currency of the European Economic and Monetary Union. Unless otherwise specified or the context otherwise requires, references to “$”, “US$” and “Dollars” are to the United States dollars and references to “EUR” are to euros.

Solely for the convenience of the reader, this Annual Report contains translations of certain euro amounts into U.S. dollars at specified rates. These translations should not be construed as representations that the translated amounts actually represent such dollar or euro amounts, as the case may be, or could be converted into U.S. dollars or euros, as the case may be, at the rates indicated or at any other rate. Therefore, unless otherwise stated, the translations of euros into U.S. dollars have been made at the rate of EUR 1.00 = U.S. $ 1.2988, the noon buying rate in New York City for cable transfers in euros as certified for customs purposes by the Federal Reserve Bank of New York (the “Noon Buying Rate”) on 1 March 2013.

ING prepares financial information in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS-IASB”) for purposes of reporting with the U.S. Securities and Exchange Commission (“SEC”), including financial information contained in this Annual Report on Form 20-F. ING Group’s accounting policies and its use of various options under IFRS-IASB are described under ‘Principles of valuation and determination of results’ in the consolidated financial statements. In this document the term “IFRS-IASB” is used to refer to IFRS-IASB as applied by ING Group.

The published 2012 Annual Accounts of ING Group, however, are prepared in accordance with IFRS-EU. IFRS-EU refers to International Financial Reporting Standards (“IFRS”) as adopted by the European Union (“EU”), including the decisions ING Group made with regard to the options available under IFRS as adopted by the EU. IFRS-EU differs from IFRS-IASB, in respect of certain paragraphs in IAS 39 ‘Financial Instruments: Recognition and Measurement’ regarding hedge accounting for portfolio hedges of interest rate risk. Furthermore, IFRS 9 “Financial Instruments” (issued in 2009) is not yet endorsed by the EU and, therefore, is not yet part of IFRS-EU. However, IFRS 9 is only effective as of 2015 and ING has not early adopted IFRS 9 under IFRS-IASB.

Under IFRS-EU, ING Group applies fair value hedge accounting for portfolio hedges of interest rate risk (fair value macro hedges) in accordance with the EU “carve-out” version of IAS 39. Under the EU “IAS 39 carve-out”, hedge accounting may be applied, in respect of fair value macro hedges, to core deposits and hedge ineffectiveness is only recognized when the revised estimate of the amount of cash flows in scheduled time buckets falls below the original designated amount of that bucket, and is not recognized when the revised amount of cash flows in scheduled time buckets is more than the original designated amount. Under IFRS-IASB, hedge accounting for fair value macro hedges cannot be applied to core deposits and ineffectiveness arises whenever the revised estimate of the amount of cash flows in scheduled time buckets is either more or less than the original designated amount of that bucket.

This information is prepared by reversing the hedge accounting impacts that are applied under the EU “carve-out”’ version of IAS 39. Financial information under IFRS-IASB accordingly does not take account of the possibility that had ING Group applied IFRS-IASB as its primary accounting framework it might have applied alternative hedge strategies where those alternative hedge strategies could have qualified for IFRS-IASB compliant hedge accounting. These decisions could have resulted in different shareholders’ equity and net result amounts compared to those indicated in this Annual Report on Form 20-F.

Other than for SEC reporting, ING Group intends to continue to prepare its Annual Accounts under IFRS-EU.

A reconciliation between IFRS-EU and IFRS-IASB is included in Note 2.1 to the consolidated financial statements entitled Basis of preparation.

3

Effective 4 March 2008, amendments to Form 20-F permit Foreign Private Issuers to include financial statements prepared in accordance with IFRS-IASB without reconciliation to U.S. GAAP.

Certain amounts set forth herein may not sum due to rounding.

Although certain references are made to information available on ING’s website, no materials from ING’s website or any other source are incorporated by reference into this Annual Report, except as specifically stated herein.

ING’s Insurance and investment management businesses in Asia and the reinsured Japan SPVA businesses in corporate reinsurance (‘Asia’) and ING’s pension life insurance and investment management activities in Latin America (‘Latin America’), are classified as discontinued operations (for more information, see “Item 4. Information on the Company – Changes in the Composition of the Group”). These transactions qualify under IFRS as a discontinued operations. The results of the discontinued operations for the year and for comparative years are presented separately from continuing operations in the profit and loss account.

4

CAUTIONARY STATEMENT WITH RESPECT TO FORWARD-LOOKING STATEMENTS

Certain of the statements contained in this Annual Report are not historical facts, including, without limitation, certain statements made in the sections hereof entitled “Information on the Company”, “Dividends”, “Operating and Financial Review and Prospects”, “Selected Statistical Information on Banking Operations” and “Quantitative and Qualitative Disclosure of Market Risk” are statements of future expectations and other forward-looking statements that are based on management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those in such statements. Actual results, performance or events may differ materially from those expressed or implied in such statements due to, without limitation,

• changes in general economic conditions, in particular economic conditions in ING’s core markets,

• changes in performance of financial markets, including developing markets,

• consequences of a potential (partial) break-up of the euro,

• the implementation of ING’s restructuring plan to separate banking and insurance operations,

• changes in the availability of, and costs associated with, sources of liquidity such as interbank funding, as well as conditions in the credit markets generally, including changes in borrower and counterparty creditworthiness,

• the frequency and severity of insured loss events,

• changes affecting mortality and morbidity levels and trends,

• changes affecting persistency levels,

• changes affecting interest rate levels,

• changes affecting currency exchange rates,

• changes in investor, customer and policyholder behaviour,

• changes in general competitive factors,

• changes in laws and regulations,

• changes in the policies of governments and/or regulatory authorities,

• conclusions with regard to purchase accounting assumptions and methodologies,

• changes in ownership that could affect the future availability to us of net operating loss, net capital and built-in loss carry forwards,

• changes in credit ratings,

• ING’s ability to achieve projected operational synergies, and

• the other risks and uncertainties detailed in “Item 3. Key Information – Risk Factors” in ING’s Annual Report on Form 20-F for the year ended 31 December 2012.

Any forward-looking statements made by or on behalf of ING speak only as of the date they are made, and ING assumes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or for any other reason. See “Item 3. Key Information—Risk Factors” and “Item 5. Operating and financial review and prospects – Factors Affecting Results of Operations”.

5

PART I

Item 1. Identity of Directors, Senior Management And Advisors

Not Applicable.

Item 2. Offer Statistics and Expected Timetable

Not Applicable.

Item 3. Key Information

The selected consolidated financial information data is derived from the IFRS-IASB consolidated financial statements of ING Group.

The following information should be read in conjunction with, and is qualified by reference to the Group’s consolidated financial statements and other financial information included elsewhere herein.

6

	Year ended 31 December,
	2012		2012		2011(4)		2010(4)		2009(4)		2008(4)
	U.S.$(1)		EUR		EUR		EUR		EUR		EUR
	(in millions, except amounts per share and ratios)
IFRS-IASB Consolidated Income Statement Data
Income from banking operations:
Interest income		79,613		61,297		66,181		69,687		79,850		98,201
Interest expense		64,069		49,329		52,724		56,271		67,475		87,118
Net interest result		15,544		11,968		13,457		13,417		12,375		11,082
Commission income		2,770		2,133		2,496		2,633		2,660		2,820
Investment and Other income		1,487		1,145		576		1,090		-3,546		-5,950
Total income from banking operations		19,802		15,246		16,528		17,139		11,489		7,952
Income from insurance operations:
Premium income		26,336		20,277		20,279		21,280		23,595		31,631
Commission income		1,825		1,405		1,421		1,384		1,348		1,458
Investment and Other income		6,503		5,007		7,433		5,371		1,513		6,053
Total income from insurance operations		34,664		26,689		29,133		28,035		26,456		39,142
Total income (2)		54,274		41,788		45,309		44,838		37,609		46,803
Total expenditure from banking operations		15,545		11,969		11,881		11,904		13,134		11,556
Total expenditure from insurance operations		34,973		26,927		29,741		30,217		28,181		40,424
Total expenditure (2) (3)		50,326		38,748		41,271		41,785		40,979		51,689
Result before tax from banking operations		4,256		3,277		4,647		5,235		-1,645		-3,604
Result before tax from insurance operations		-309		-238		-608		-2,182		-1,386		-1,282
Result before tax		3,948		3,040		4,038		3,053		-3,030		-4,886
Taxation		751		578		890		994		-844		-1,608
Result from discontinued operations (4)		1,177		906		1,679		414		572		-406
Minority interests		142		109		87		106		-121		-52
Net result		4,233		3,259		4,740		2,367		-1,494		-3,632
Dividend on Ordinary Shares												1,500
Addition to shareholders’ equity		4,233		3,259		4,740		2,367		-1,755		-5,557
Coupon payable on non-voting equity securities (5)										259		425
Net result attributable to equity holders of the Company										-935		-729
Basic earnings per share (6)		0.90		0.69		0.85		0.51		-0.78		-1.36
Diluted earnings per share (6)		0.90		0.69		0.85		0.51		-0.78		-1.36
Dividend per Ordinary Share (6)												0.74
Interim Dividend												0.74
Final Dividend
Number of Ordinary Shares outstanding (in millions)		3,801.4		3,801.4		3,782.3		3,780.3		3,784.5		2,059.5
Dividend pay-out ratio (7)		n.a.		n.a.		n.a.		n.a.		n.a.		n.a.

7

	Year ended 31 December,
	2012		2012		2011(4)		2010(4)		2009(4)		2008(4)
	U.S.$(1)		EUR		EUR		EUR		EUR		EUR
	(in billions, except amounts per share and ratios)
IFRS-IASB Consolidated Balance Sheet Data
Total assets		1,509.3		1,162.1		1,273.6		1,242.7		1,159.8		1,328,6
Investments:
Banking		104.9		80.8		83.8		110.9		105.5		148.8
Insurance		154.9		119.3		133.6		123.3		106.6		109.5
Total		259.9		200.1		217.4		234.2		212.1		258.3
Loans and advances to customers		723.3		556.9		596.9		608.9		575.3		616.8
Insurance and investment contracts:
Life		277.7		213.8		262.1		255.5		226.2		214.3
Non-life		4.5		3.5		3.5		3.6		3.5		6.8
Investment contracts		16.4		12.6		13.2		12.0		11.3		21.1
Total		298.7		230.0		278.8		271.1		241.0		242.2
Customer deposits and other funds on deposit:
Savings accounts of the banking operations		360.8		277.8		291.5		324.6		304.1		274.3
Other deposits and bank funds		230.1		177.2		176.0		186.8		165.4		248.5
Total		591.0		455.0		467.5		511.4		469.5		522.8
Amounts due to banks		50.3		38.7		72.2		72.9		84.2		152.3
Shareholders’ equity		64.3		49.5		42.5		37.7		30.9		14.9
Non-voting equity securities		3.0		2.3		3.0		5.0		5.0		10.0
Shareholders’ equity per Ordinary Share (6)		16.91		13.02		11.22		9.98		8.17		7.37
Share capital in number of shares (in millions)		3,831.6		3,831.6		3,831.6		3,831.6		3,831.6		2,063.1

(1) Euro amounts have been translated into U.S. dollars at the exchange rate of $1.2988 to EUR 1.00, the noon buying rate in New York City on 1 March 2013 for cable transfers in euros as certified for customs purposes by the Federal Reserve Bank of New York.

(2) After elimination of certain intercompany transactions between the insurance operations and the banking operations. See Note 2.1 to the consolidated financial statements.

(3) Includes all non-interest expenses, including additions to the provision for loan losses. See “Item 5 Operating and Financial Review and Prospects — Liquidity and Capital Resources”.

(4) The results of Insurance/IM Asia and Insurance Latin America have been transferred to “Result from discontinued operations”. For details on Discontinued operations, see Note 26 of Note 2.1 to the consolidated financial statements.

(5) For details of the agreements with the Dutch State, see Note 34 of Note 2.1 to the consolidated financial statements

(6) Basic earnings per share amounts have been calculated based on the weighted average number of Ordinary Shares outstanding and Shareholders’ equity per share amounts have been calculated based on the number of Ordinary Shares outstanding at the end of the respective periods. For purposes of this calculation ING Groep N.V. shares held by Group companies are deducted from the total number of Ordinary Shares in issue. The rights issue, which was finalized on 15 December 2009 has an effect on the basic earnings per share and the diluted earnings per share, as defined in IFRS IASB. All weighted average number of shares outstanding before the rights issue are restated with an adjustment factor that reflects the fact that the exercise price of the rights issue was less than the fair value of the shares, see Note 50 of Note 2.1 to the consolidated financial statements. The effect of dilutive securities is adjusted as well.

(7) The dividend pay-out ratio is based on net result attributed to equity holders of the Company.

8

EXCHANGE RATES

Fluctuations in the exchange rate between the euro and the U.S. dollar will affect the U.S. dollar amounts received by owners of shares or ADSs on conversion of dividends, if any, paid in euros on the shares and will affect the U.S. dollar price of the ADSs on the New York Stock Exchange.

The following table sets forth, for the periods and dates indicated, certain information concerning the exchange rate for U.S. dollars into euros based on the Noon Buying Rate.

	U.S. dollars per euro
Calendar Period	Period End(1)		Average Rate(2)		High		Low
2008		1.3919		1.4695		1.6010		1.2446
2009		1.4332		1.3955		1.5100		1.2547
2010		1.3269		1.3218		1.4536		1.1959
2011		1.2973		1.4002		1.4875		1.2926
2012		1.3186		1.2909		1.3463		1.2062

(1) The Noon Buying Rate at such dates differ from the rates used in the preparation of ING’s consolidated financial statements as of such date. See Note 2.1 to the consolidated financial statements.

(2) The average of the Noon Buying Rates on the last business day of each full calendar month during the period.

The table below shows the high and low exchange rate of the U.S. dollar per euro for the last six months.

	High		Low
September 2012		1.3142		1.2566
October 2012		1.3133		1.2876
November 2012		1.3010		1.2715
December 2012		1.3260		1.2930
January 2013		1.3584		1.3047
February 2013		1.3692		1.3054

The Noon Buying Rate for euros on 31 December 2012 was EUR 1.00 = U.S. $ 1.3186 and the Noon Buying Rate for euros on 1 March 2013 was EUR 1.00 = U.S. $ 1.2988.

9

RISK FACTORS

Any of the risks described below could have a material adverse effect on the business activities, financial condition, results of operations and prospects of ING. The market price of ING shares could decline due to any of these risks, and investors could lose all or part of their investments. Additional risks of which the Company is not presently aware could also affect the business operations of ING and have a material adverse effect on ING’s business activities, financial condition, results of operations and prospects. In addition, the business of a multinational, broad-based financial services firm such as ING is inherently exposed to risks that only become apparent with the benefit of hindsight. The sequence in which the risk factors are presented below is not indicative of their likelihood of occurrence or the potential magnitude of their financial consequences.

RISKS RELATED TO FINANCIAL CONDITIONS, MARKET ENVIRONMENT AND GENERAL ECONOMIC TRENDS

Because we are a financial services company conducting business on a global basis, our revenues and earnings are affected by the volatility and strength of the economic, business and capital markets environments specific to the geographic regions in which we conduct business. The ongoing turbulence and volatility of such factors have adversely affected, and may continue to adversely affect, the profitability and solvency of our insurance, banking and asset management business.

Factors such as interest rates, securities prices, credit spreads, liquidity spreads, exchange rates, consumer spending, changes in client behaviour, business investment, real estate and private equity valuations, government spending, inflation, the volatility and strength of the capital markets, political events and trends, and terrorism all impact the business and economic environment and, ultimately, our solvency, liquidity and the amount and profitability of business we conduct in a specific geographic region. In an economic downturn characterised by higher unemployment, lower family income, lower corporate earnings, higher corporate and private debt defaults, lower business investments, and lower consumer spending, the demand for banking and insurance products is usually adversely affected and ING’s reserves and provisions typically would increase, resulting in overall lower earnings. Securities prices, real estate values and private equity valuations may also be adversely impacted, and any such losses would be realised through profit and loss and shareholders’ equity. Some insurance products contain minimum return or accumulation guarantees. If returns do not meet or exceed the guarantee levels, we may need to set up additional reserves to fund these future guaranteed benefits. In addition, we may experience an elevated incidence of claims and lapses or surrenders of policies. Our policyholders may choose to defer paying insurance premiums or stop paying insurance premiums altogether. Similarly, a downturn in the equity markets causes a reduction in commission income we earn from managing portfolios for third parties, income generated from our own proprietary portfolios, asset-based fee income on certain insurance products, and our capital base. We also offer a number of insurance and financial products that expose us to risks associated with fluctuations in interest rates, securities prices, corporate and private default rates, the value of real estate assets, exchange rates and credit spreads. See also ‘—Interest rate volatility and other interest rate changes may adversely affect our profitability’, ‘—Continued turbulence and volatility in the financial markets and the economy generally have adversely affected and may continue to affect our business and results of operations’, and ‘—Market conditions observed over the past few years may increase the risk of loans being impaired. We are exposed to declining property values on the collateral supporting residential and commercial real estate lending’ below.

In case one or more of the factors mentioned above adversely affects the profitability of our business, this might also result, among other things, in the following:

• the unlocking of deferred acquisition costs (‘DAC’) impacting earnings;

• reserve inadequacies which could ultimately be realised through profit and loss and shareholders’ equity;

• the write-down of tax assets impacting net results;

• impairment expenses related to goodwill and other intangible assets, impacting net results;

• movements in risk weighted assets for the determination of required capital;

• changes in credit valuation adjustments and debt valuation adjustments; and/or

• additional costs related to maintenance of higher liquidity buffers.

Shareholders’ equity and our net result may be significantly impacted by turmoil and volatility in the worldwide financial markets. Negative developments in financial markets and/or economies may have a material adverse impact on shareholders’ equity and net result in future periods, including as a result of the potential consequences listed above. See ‘—Continued turbulence and volatility in the financial markets and the economy generally have adversely affected and may continue to affect our business and results of operations’ below.

10

Adverse capital and credit market conditions may impact our ability to access liquidity and capital, as well as the cost of credit and capital.

The capital and credit markets have been experiencing extreme volatility and disruption since the second half of 2008. Adverse capital market conditions may affect the availability and cost of borrowed funds, thereby impacting our ability to support or grow our businesses.

We need liquidity in our day-to-day business activities to pay our operating expenses, interest on our debt and dividends on our capital stock, maintain our securities lending activities and replace certain maturing liabilities. Without sufficient liquidity, we will be forced to curtail our operations and our business will suffer. The principal sources of our funding are deposit funds, insurance premiums, annuity considerations and cash flow from our investment portfolio and assets, consisting mainly of cash or assets that are readily convertible into cash. Sources of funding in normal markets may also include a variety of short- and long-term instruments, including repurchase agreements, commercial paper, medium-and long-term debt, subordinated debt securities, capital securities and stockholders’ equity.

In the event current resources do not satisfy our needs, we may need to seek additional financing. The availability of additional financing will depend on a variety of factors such as market conditions, the general availability of credit, the volume of trading activities, the overall availability of credit to the financial services industry, our credit ratings and credit capacity, as well as the possibility that customers or lenders could develop a negative perception of our long- or short-term financial prospects. Similarly, our access to funds may be limited if regulatory authorities or rating agencies take negative actions against us. If our internal sources of liquidity prove to be insufficient, there is a risk that we may not be able to successfully obtain additional financing on favourable terms, or at all. Any actions we might take to access financing may cause rating agencies to re-evaluate our ratings.

Disruptions, uncertainty or volatility in the capital and credit markets, such as that experienced over the past few years, including in relation to the ongoing European sovereign debt crisis, may also limit our access to capital required to operate our business. Such market conditions may in the future limit our ability to raise additional capital to support business growth, or to counter-balance the consequences of losses or increased regulatory capital requirements. This could force us to (i) delay raising capital, (ii) reduce, cancel or postpone payment of dividends on our shares, (iii) reduce, cancel or postpone interest payments on our other securities, (iv) issue capital of different types or under different terms than we would otherwise, or (v) incur a higher cost of capital than in a more stable market environment. This would have the potential to decrease both our profitability and our financial flexibility. Our results of operations, financial condition, cash flows and regulatory capital position could be materially adversely affected by disruptions in the financial markets.

In the course of 2008 and 2009, governments around the world, including the Dutch government, implemented unprecedented measures to provide assistance to financial institutions, in certain cases requiring (indirect) influence on or changes to governance and remuneration practices. In certain cases governments nationalised companies or parts thereof. The measures adopted in the Netherlands include both liquidity provision and capital reinforcement, and a Dutch Credit Guarantee Scheme. The liquidity and capital reinforcement measures expired on 10 October 2009, and the Credit Guarantee Scheme of the Netherlands expired on 31 December 2010. Our participation in these measures has resulted in certain material restrictions on us, including those required by the European Commission (‘EC’) as part of our Restructuring Plan. See ‘Risks Related to the Restructuring Plan — Our agreements with the Dutch State impose certain restrictions regarding the issuance or repurchase of our shares and the compensation of certain senior management positions’, ‘Risks Related to the Restructuring Plan — The implementation of the Restructuring Plan and the divestments anticipated in connection with that plan will significantly alter the size and structure of the Group and involve significant costs and uncertainties that could materially impact the Group’. The Restructuring Plan, as well as any potential future transactions with the Dutch State or any other government, if any, or actions by such government regarding ING could adversely impact the position or rights of shareholders, bondholders, customers or creditors and our results, operations, solvency, liquidity and governance.

We are subject to the jurisdiction of a variety of banking and insurance regulatory bodies, some of which have proposed regulatory changes in the recent years that, if implemented, would hinder our ability to manage our liquidity in a centralised manner. Furthermore, regulatory liquidity requirements in certain jurisdictions in which we operate are generally becoming more stringent, including those forming part of the ‘Basel III’ requirements discussed further below under ‘—We operate in highly regulated industries. There could be an adverse change or increase in the financial services laws and/or regulations governing our business’, undermining our efforts to maintain this centralised management of our liquidity. These developments may cause trapped pools of liquidity, resulting in inefficiencies in the cost of managing our liquidity, and hinder our efforts to integrate our balance sheet, which is an essential element of our Restructuring Plan.

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The default of a major market participant could disrupt the markets.

Within the financial services industry the severe distress or default of any one institution (including sovereigns) could lead to defaults or severe distress by other institutions. Such distress or defaults could disrupt securities markets or clearance and settlement systems in our markets. This could cause market declines or volatility. Such a failure could lead to a chain of defaults that could adversely affect us and our contractual counterparties. Concerns about the credit worthiness of a sovereign or financial institution (or a default by any such entity) could lead to significant liquidity and/or solvency problems, losses or defaults by other institutions, because the commercial and financial soundness of many financial institutions may be closely related as a result of their credit, trading, clearing or other relationships. Even the perceived lack of creditworthiness of, or questions about, a sovereign or a counterparty may lead to market-wide liquidity problems and losses or defaults by us or by other institutions. This risk is sometimes referred to as ‘systemic risk’ and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges with whom we interact on a daily basis and financial instruments of sovereigns in which we invest. Systemic risk could have a material adverse effect on our ability to raise new funding and on our business, financial condition, results of operations, liquidity and/or prospects. In addition, such a failure could impact future product sales as a potential result of reduced confidence in the financial services industry.

Management believes that despite increased attention recently, systemic risk to the markets in which we operate continues to exist, and dislocations caused by the interdependency of financial market participants continues to be a potential source of material adverse changes to our business, results of operations and financial condition.

Because our life and non-life insurance and reinsurance businesses are subject to losses from unforeseeable and/or catastrophic events, which are inherently unpredictable, our actual claims amount may exceed our established reserves or we may experience an abrupt interruption of activities, each of which could result in lower net results and have an adverse effect on our results of operations.

In our life and non-life insurance and reinsurance businesses, we are subject to losses from natural and man-made catastrophic events. Such events include, without limitation, weather and other natural catastrophes such as hurricanes, floods, earthquakes and epidemics that may be more severe or difficult to predict as a result of variable climate conditions, as well as man-made disasters and core infrastructure failures such as acts of terrorism, military actions, power grid and telephone/internet infrastructure failures and political and social unrest. The frequency and severity of such events, and the losses associated with them, are inherently unpredictable and cannot always be adequately reserved for. Furthermore, we are subject to actuarial and underwriting risks such as, for instance, mortality, longevity, morbidity, and adverse claims development which result from the pricing and acceptance of insurance contracts. In accordance with industry practices, modelling of natural catastrophes is performed and risk mitigation measures are taken. In case claims occur, reserves are established based on estimates using actuarial projection techniques. The process of estimating is based on information available at the time the reserves are originally established and includes updates when more information becomes available. Although we continually review the adequacy of the established claim reserves, there can be no assurances that our actual claims experience will not exceed our estimated claim reserves. If actual claim amounts exceed the estimated claim reserves, our earnings may be reduced and our net results may be adversely affected. Furthermore, claims resulting from a catastrophic event could also materially harm the financial condition of our reinsurers, which would increase the probability of default on reinsurance recoveries. Our ability to write new business could also be adversely affected.

In addition, and as discussed further below under ‘Risks Related to the Group’s Business, Operations, and Regulatory Environment— Operational risks are inherent in our business’, because unforeseeable and/or catastrophic events can lead to an abrupt interruption of activities, our banking and insurance operations may be subject to losses resulting from such disruptions. Losses can relate to property, financial assets, trading positions, insurance and pension benefits to employees and also to key personnel. If our business continuity plans are not able to be put into action or do not take such events into account, our financial condition could be adversely affected.

We operate in highly regulated industries. There could be an adverse change or increase in the financial services laws and/or regulations governing our business.

We are subject to detailed banking, insurance, asset management and other financial services laws and government regulation in the jurisdictions in which we conduct business. Regulatory agencies have broad administrative power over many aspects of the financial services business, which may include liquidity, capital adequacy and permitted investments, ethical issues, anti-money laundering, anti-terrorism measures, privacy, recordkeeping, product and sale suitability, and marketing and sales practices, remuneration policies and our own internal governance practices. Banking, insurance and other financial services laws, regulations and

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policies currently governing us and our subsidiaries may also change at any time and in ways which have an adverse effect on our business, and it is difficult to predict the timing or form of any future regulatory or enforcement initiatives in respect thereof. Also, regulators and other supervisory authorities in the EU, the U.S. and elsewhere continue to scrutinise payment processing and other transactions and activities of the financial services industry under regulations governing such matters as money-laundering, prohibited transactions with countries subject to sanctions, and bribery or other anti-corruption measures. Regulation is becoming increasingly more extensive and complex and regulators are focusing increased scrutiny on the industries in which we operate, often requiring additional Company resources. These regulations can serve to limit our activities, including through our net capital, customer protection and market conduct requirements, and restrictions on businesses in which we can operate or invest. If we fail to address, or appear to fail to address, appropriately any of these matters, our reputation could be harmed and we could be subject to additional legal risk, which could, in turn, increase the size and number of claims and damages asserted against us or subject us to enforcement actions, fines and penalties.

In light of current conditions in the global financial markets and the global economy, regulators have increased their focus on the regulation of the financial services industry. Most of the principal markets where we conduct our business have adopted, or are currently considering, major legislative and/or regulatory initiatives in response to the financial crisis. Governmental and regulatory authorities in the Netherlands, the United Kingdom, the United States and elsewhere are implementing measures to increase regulatory control in their respective financial markets and financial services sectors, including in the areas of prudential rules, capital requirements, executive compensation, crisis and contingency management, bank levies and financial reporting, among others. Additionally, governmental and regulatory authorities in the Netherlands as well as in a multitude of jurisdictions continue to consider new mechanisms to limit the occurrence and/or severity of future economic crises (including proposals to restrict the size of financial institutions operating in their jurisdictions and/or the scope of operations of such institutions). In December 2012, EU leaders agreed on setting up a Single Supervisory Mechanism (‘SSM’), a mechanism composed of national competent authorities and the European Central Bank (‘ECB’), as part of the prospective EU banking union. In the SSM, it is expected that the ECB will assume direct responsibility for a significant part of the prudential supervision of ING Bank and its holding company ING Group. The SSM is envisaged to take effect by 1 March 2014 or one year after the Regulation has entered into force and is designed for countries within the Eurozone, with the possibility of non-Eurozone member states to participate by means of close cooperation. While it is at this stage difficult to identify what the exact impact will be on ING Bank and ING Group, it is expected that the SSM will have a significant impact on the way ING’s banking operations are supervised in Europe.

Furthermore, we are subject to different tax regulations in each of the jurisdictions where we conduct business. Changes in tax laws could increase our taxes and our effective tax rates. Furthermore, legislative changes could materially impact our tax receivables and liabilities as well as deferred tax assets and deferred tax liabilities which could have a material adverse effect on our business, results of operations and financial condition. One such change relates to the current debate in the U.S. over corporate tax reform and corporate tax rates.

We cannot predict whether or when future legislative or regulatory actions may be taken, or what impact, if any, actions taken to date or in the future could have on our business, results of operations and financial condition. Compliance with applicable laws and regulations is time-consuming and personnel-intensive, and changes in laws and regulations may materially increase the cost of compliance and other expenses of doing business.

We expect the scope and extent of regulation in the jurisdictions in which we conduct our business, as well as regulatory oversight and supervision, to generally continue to increase. Despite our efforts to maintain effective compliance procedures and to comply with applicable laws and regulations, there are a number of risks in areas where applicable regulations may be unclear, either because they are subject to multiple interpretations or under development, or where they may conflict with one another, or where regulators revise their previous guidance or courts overturn previous rulings, resulting in our failure to meet applicable standards. Regulators and other authorities have the power to bring administrative or judicial proceedings against us, which could result, among other things, in the suspension or revocation of our licenses, cease and desist orders, fines, civil penalties, criminal penalties or other disciplinary action which could materially harm our results of operations and financial condition.

Basel III

In December 2010, the Basel Committee on Banking Supervision (‘Basel Committee’) announced higher global minimum capital standards for banks and introduced a new global liquidity standard and a new leverage ratio. The Basel Committee’s package of reforms, collectively referred to as the ‘Basel III’ rules, will, among other requirements, increase the amount of common equity required to be held by subject banking institutions, prescribe the amount of liquid assets and the long-term funding a subject banking institution must hold at any given moment, and limit leverage. Banks will be required to hold a ‘capital conservation buffer’ to withstand

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future periods of stress such that the total Tier 1 common equity ratio, when fully phased in on 1 January 2019, will rise to 7%. Basel III also introduces a ‘countercyclical buffer’ as an extension of the capital conservation buffer, which permits national regulators to require banks to hold more capital during periods of high credit growth (to strengthen capital reserves and moderate the debt markets). Further, Basel III has strengthened the definition of capital that will have the effect of disqualifying many hybrid securities, potentially including those issued by the Group, from inclusion in regulatory capital, as well as the higher capital requirements for trading, derivative and securitisation activities as part of a number of reforms to the Basel II framework. In addition, the Basel Committee and the Financial Stability Board (‘FSB’) published measures in October 2011 that would have the effect of requiring higher loss absorbency capacity, liquidity surcharges, exposure limits and special resolution regimes for, and instituting more intensive and effective supervision of, ‘systemically important financial institutions’ (‘SIFIs’) and so-called ‘Global’ SIFIs (‘G-SIFIs’), in addition to the Basel III requirements otherwise applicable to most financial institutions. The implementation of these measures have begun in 2012 and full implementation is targeted for 2019. ING Bank was designated by the Basel Committee and FSB as one of the global systemically important banks (‘G-SIBs’), forming part of the G-SIFIs, in November 2011 and November 2012, and by Dutch Central Bank (De Nederlandsche Bank N.V., ‘DNB’) and the Dutch Ministry of Finance as a domestic SIFI in November 2011. The Basel III proposals and their potential impact are monitored via semi-annual monitoring exercises in which ING Bank participates. As a result of such monitoring exercises and on-going discussions within the regulatory environment revisions have been made to the original Basel III proposals as was the case with the revised Liquidity Coverage Ratio in January 2013. It remains to be seen whether further amendments to the 2010 framework and standards will be made by the Basel Committee in the coming years.

For European banks, these requirements will be implemented through the Capital Requirements Directive (‘CRD’) IV, which might deviate in its final state from the original Basel III requirements. While the full impact of the Basel III rules, and any additional requirements for SIFIs or G-SIFIs, if and as applicable to the Group, will depend on how they are implemented by national regulators, including the extent to which such regulators and supervisors can set more stringent limits and additional capital requirements or surcharges, as well as on the economic and financial environment at the time of implementation and beyond, we expect these rules can have a material impact on ING’s operations and financial condition and may require the Group to seek additional capital. Further, the International Accounting Standards Board (‘IASB’) has issued and proposed certain amendments to several IFRS standards during the course of 2012, which changes could also have a material impact on our reported results and financial condition.

Solvency II

The European Council has agreed upon a full scale revision of the solvency framework and prudential regime applicable to insurance and reinsurance companies known as ‘Solvency II’, which was adopted on 25 November 2009 (Directive 2009/138/EG). A key aspect of Solvency II is the closer alignment of the assessment of risks and capital requirements with economic capital methodologies. Under the Solvency II regime, insurance companies may be permitted to make use of an internal economic capital model as a basis for calculation of their capital needs and solvency position (in the Netherlands, such a model (including ING’s model) has to be approved by the DNB).

The final text of the Level I Framework Directive includes rules regarding, among other things, own funds, capital requirements, investments and group supervision. Following adoption of this Level I Framework Directive, the European Commission and European Insurance and Occupational Pensions Authority (‘EIOPA’), formerly CEIOPS, have initiated the development of detailed rules following the Lamfalussy process. Under this process, Directives related to financial institutions are developed on the basis of a four level approach intended to complement the principles of the Directive Level 2 measures will be issued by the European Commission (delegated acts and/or implementing technical standards proposed by EIOPA) and Level 3 guidance will be issued by EIOPA.

Solvency II, if implemented, will effect a full revision of the insurance industry’s solvency framework and prudential regime and will impose group level supervision mechanisms. Representatives from the European Parliament, the European Commission and the Council of the European Union are currently discussing the ‘Omnibus II Directive’ proposal, which, once approved, will amend certain aspects of the original Solvency II Directive. In addition, the European Commission is continuing to develop the detailed rules that will complement the high-level principles of the Solvency II Directive, referred to as ‘implementing measures’. The implementing measures are not currently expected to be finalised until the Omnibus II Directive has entered into force and the implementation date of Solvency II by member states of the European Economic Area (‘EEA’) has been postponed from 31 October 2012 to 30 June 2013, and the application date by companies to 1 January 2014. There is significant uncertainty regarding the timeline and final outcome of this process and we are unable to predict precisely how the regulations resulting from such initiatives and proposals could affect the insurance industry generally or our results of operations, financial condition and liquidity in particular.

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Significant efforts towards establishing a more cohesive and streamlined European supervisory framework, including the establishment of the European Systemic Risk Board and the EIOPA, may also affect the Group’s operations.

EU Insurance Guarantee Scheme

In July 2010, the European Commission released a white paper detailing the need to establish minimum levels of protection for consumers of life and non-life insurance products in the event that insurance companies in the European Union with which they do business were to become insolvent. Though the mechanisms for providing any such protections remain under review by the European Commission, the European Parliament and the member states, the European Commission may currently be considering providing this protection by (i) mandating the creation of (or harmonisation of existing) national level insurance guarantee schemes and/or (ii) implementing an EU-wide insurance guarantee scheme, which such scheme(s) may require significant prefunding by insurance companies. As of 31 December 2012 no legislative proposal has been made at the EU level. However, the implementation of an insurance guarantee scheme requiring significant levels of prefunding (or, in the event that prefunding is not required, the occurrence of circumstances requiring the commencement of event-driven contributions) may have a material and adverse impact on the liquidity, financial condition and operations of companies engaged in the insurance business, including us.

Dodd-Frank Act

On 21 July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (‘Dodd-Frank’ or ‘Dodd-Frank Act’) was signed into law in the United States. The Dodd-Frank Act has imposed comprehensive changes to the regulation of financial services in the United States and has implications for non-U.S. financial institutions with a U.S. presence, such as ING. Dodd-Frank directs existing and newly-created government agencies and bodies to promulgate regulations implementing the law, a process that is underway and is expected to continue over the next few years. While some studies have already been completed and the rulemaking process is well underway, there continues to be significant uncertainty regarding the results of ongoing studies and the ultimate requirements of regulations that have not yet been adopted. We cannot predict with certainty how Dodd-Frank and such regulations will affect the financial markets generally, impact the Group’s business, credit or financial strength ratings, results of operations, cash flows or financial condition or advise or require the Group to raise additional capital. Key aspects of Dodd-Frank that we have identified to date as possibly having an impact on the Group include:

• The Financial Stability Oversight Council (‘FSOC’) may designate the Group as a nonbank financial company whose material financial distress, or whose nature, scope, size, scale, concentration, interconnectedness or mix of activities, could pose a threat to the financial stability of the United States. In such an instance, the Group would become subject to the oversight of the Board of Governors of the Federal Reserve System (‘Federal Reserve’). If the Group becomes subject to such examination, enforcement and supervisory authority of the Federal Reserve, the Federal Reserve would have authority to impose capital requirements on the Group and its subsidiaries. The Group cannot predict what capital regulations the Federal Reserve will promulgate under these authorisations, either generally or as applicable to organisations with the Group’s operations, nor can management predict how the Federal Reserve will exercise potential general supervisory authority over the Group as to its business practices or those of its subsidiaries. If designated as systemically important by the FSOC, the Group would become subject to a comprehensive system of stricter prudential standards, including stricter requirements and limitations relating to risk-based capital, leverage, liquidity and credit exposure, as well as overall risk management requirements, management interlock prohibitions and a requirement to maintain a plan for rapid and orderly dissolution in the event of severe financial distress. The Group may become subject to stress tests to be promulgated by the Federal Reserve in consultation with the Federal Insurance Office (discussed below) to determine whether, on a consolidated basis, the Group has the capital necessary to absorb losses as a result of adverse economic conditions. We cannot predict how the stress tests will be designed or conducted or whether the results thereof will cause the Group to alter its business practices or affect the perceptions of regulators, rating agencies, customers, counterparties or investors about the Group’s financial strength. The FSOC may also recommend that state insurance regulators or other regulators apply new or heightened standards and safeguards for activities or practices that the Group and other insurers or other financial services companies engage in.

• Title II of Dodd-Frank provides that a financial company, such as us, may be subject to a special orderly liquidation process outside the federal bankruptcy code, administered by the Federal Deposit Insurance Corporation (‘FDIC’) as receiver, upon a determination that the company is in default or in danger of default and presents a systemic risk to U.S. financial stability. We cannot predict how ratings agencies or creditors of us or our subsidiaries will evaluate this potential risk or whether it will impact our financing or hedging costs.

• Title VII of Dodd-Frank creates a new framework for regulation of the over-the-counter derivatives markets and certain market participants which could affect various activities of the Group and its subsidiaries. New margin and capital requirements on market participants contained in final regulations adopted by the U.S. Commodity Futures Trading Commission (‘CFTC’) could substantially increase the

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cost of hedging and related operations, affect the profitability of our products or their attractiveness to our customers, or cause us to alter our hedging strategy or change the composition of risks we do not hedge.

• Under Title VII of the Dodd-Frank Act, the CFTC has promulgated requirements for recordkeeping and reporting of swap transactions to swap data repositories. The rules require swap counterparties and underlying reference entities to be identified by a legal entity identifier (‘LEI’). Recognizing that the rules will come into effect prior to the availability of global LEIs, the CFTC has mandated the use of interim entity identifiers called CFTC Interim Compliant Identifier (‘CICI’). In the event that we are unable to obtain a CICI and implement it into our system we may be limited in our ability to engage in hedging transactions.

• Pursuant to requirements of the Dodd-Frank Act, the SEC and CFTC are currently considering whether stable value contracts should be regulated as ‘swap’ derivative contracts. In the event that stable value contracts become subject to such regulation, certain aspects of our business could be adversely impacted, including issuance of stable value contracts and management of assets pursuant to stable value mandates.

• Dodd-Frank established the Federal Insurance Office (‘FIO’) within the United States Department of the Treasury (‘Treasury Department’) to be headed by a director appointed by the Secretary of the Treasury Department. While not having a general supervisory or regulatory authority over the business of insurance, the director of this office would perform various functions with respect to insurance (other than health insurance), including participating in the FSOC’s decisions regarding insurers (potentially including the Group and its subsidiaries), to be designated for stricter regulation. The FIO may recommend enhanced regulations to state insurance regulatory bodies.

• Dodd-Frank also established the Consumer Financial Protection Bureau (‘CFPB’) as an independent agency within the Federal Reserve to regulate consumer financial products and services offered primarily for personal, family or household purposes. The CFPB will have significant authority to implement and enforce federal consumer financial laws, including the new protections established under Dodd-Frank, as well as the authority to identify and prohibit unfair and deceptive acts and practices. In addition, the CFPB will have broad supervisory, examination and enforcement authority over certain consumer products, such as mortgage lending. Insurance products and services are not within the CFPB’s general jurisdiction, and broker-dealers and investment advisers are not subject to the CFPB’s jurisdiction when acting in their registered capacity.

• Dodd-Frank also includes various securities law reforms that may affect the Group’s business practices and the liabilities and/or exposures associated therewith, including a provision intended to authorise the SEC to impose on broker-dealers fiduciary duties to their customers, as applies to investment advisers under existing law, which new standard could potentially expose certain of ING’s U.S. broker-dealers to increased risk of SEC enforcement actions and liability. The SEC staff released a study on this issue.

• Dodd-Frank could result in various ex-post assessments being imposed on us, the costs of which we are unable to estimate at this time.

Although the full impact of Dodd-Frank cannot be determined until the various studies mandated by the law are conducted and implementing regulations are adopted, many of the legislation’s requirements could have profound and/or adverse consequences for the financial services industry, including for us. Dodd-Frank could make it more expensive for us to conduct business, require us to make changes to our business model or satisfy increased capital requirements, subject us to greater regulatory scrutiny or to potential increases in whistleblower claims in light of the increased awards available to whistleblowers under Dodd-Frank and have a material effect on our results of operations or financial condition.

Foreign Account Tax Compliance Act

Under the Foreign Account Tax Compliance Act (‘FATCA’), U.S. federal tax legislation passed in 2010, a 30% withholding tax will be imposed on ‘withholdable payments’ made to non-U.S. financial institutions (including non-U.S. investment funds and certain other non-U.S. financial entities) that fail (or, in some cases, that have 50% affiliates which are also non-U.S. financial institutions that fail) to provide certain information regarding their U.S. accountholders and/or certain U.S. investors (such U.S. accountholders and U.S. investors, ‘U.S. accountholders’) to the U.S. Internal Revenue Service (‘IRS’). For non-U.S. financial institutions that fail to comply, this withholding will generally apply without regard to whether the beneficial owner of a withholdable payment is a U.S. person or would otherwise be entitled to an exemption from U.S. federal withholding tax. ‘Withholdable payments’ generally include, among other items, payments of U.S.-source interest and dividends and the gross proceeds from the sale or other disposition of property that may produce U.S.-source interest and dividends. Furthermore, FATCA may also impose withholding on non-U.S. source payments by non-U.S. financial institutions that comply with FATCA to non-U.S. financial institutions that fail to comply with FATCA. This withholding will take effect on a ‘phased’ schedule, starting in January 2014 with withholding on non-U.S. source payments by non-U.S. financial institutions to start no earlier than January 2017. In general, non-publicly traded debt and equity interests in investment vehicles will be treated as ‘accounts’ and subject to these reporting requirements. In addition, certain insurance policies and annuities are considered accounts for these purposes.

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Some countries have entered into, and other countries are expected to enter into, agreements (‘intergovernmental agreements’ or ‘IGAs’) with the United States to facilitate the type of information reporting required under FATCA. While the existence of IGAs will not eliminate the risk of the withholding described above, these agreements are expected to reduce that risk for financial institutions and investors in countries that have entered into IGAs. IGAs will often require financial institutions in those countries to report some information on their U.S. accountholders to the taxing authorities of those countries, who will then pass the information to the IRS.

The Group closely monitors all present and new legislation that is or will be applicable for its organisation, and is currently investigating all implications of FATCA and legislation of countries that have entered into IGAs. While investigating these implications, the Group is and will be in close contact with all of its stakeholders, including its peers and financial industry representative organisations.

The Group intends to take all necessary steps to comply with FATCA (including entering into such agreements with the U.S. tax authorities as may be required), in accordance with the timeframe set by the U.S. tax authorities. However, if the Group cannot enter into such agreements or satisfy the requirements thereunder (including as a result of local laws in non-IGA countries prohibiting information-sharing with the IRS, as a result of contracts or local laws prohibiting withholding on certain payments to accountholders, policyholders, annuitants or other investors, or as a result of the failure of accountholders, policyholders, annuitants or other investors to provide requested information), certain payments to the Group may be subject to withholding under FATCA. The possibility of such withholding and the need for accountholders, policyholders, annuitants and investors to provide certain information may adversely affect the sales of certain of the Group’s products. In addition, entering into agreements with the IRS compliance with the terms of such agreements and with FATCA any regulations or other guidance promulgated thereunder or any legislation promulgated under an IGA may substantially increase the Group’s compliance costs. Because legislation and regulations implementing FATCA and the IGAs remain under development, the future impact of this law on the Group is uncertain.

Dutch Intervention Act

In June 2012, the ‘Intervention Act’ (Wet bijzondere maatregelen financiële ondernemingen) came into force in the Netherlands, with retroactive effect from 20 January 2012. The Intervention Act mainly amends the Dutch Financial Supervision Act and the Dutch Insolvency Act and allows Dutch authorities to take certain actions when banks and insurers fail and cannot be wound up under ordinary insolvency rules due to concerns regarding the stability of the overall financial system. It is composed of two categories of measures. The first category includes measures related to the timely and efficient liquidation of failing banks and insurers and would give the DNB the power to transfer customer deposits (only in the case of banks), assets and/or liabilities other than deposits and issued shares of an entity to third parties or to a bridge bank if the DNB deems that, in respect of the relevant bank or insurance company, there are signs of an adverse development with respect to its funds, solvency, liquidity or technical provisions and it can be reasonably foreseen that such development will not be sufficiently or timely reversed. The DNB would also be granted the power to influence the internal decision-making of failing institutions through the appointment of an ‘undisclosed administrator’. The second category includes measures intended to safeguard the stability of the financial system as a whole and grants the authority to the Minister of Finance to take immediate measures or proceed to expropriation of assets of or shares in the capital of failing financial institutions. For example, on 1 February 2013, the Dutch State nationalised the SNS Reaal bank and insurance group (‘SNS Reaal’) by expropriating shares, core tier 1 securities and other subordinated debts issued by SNS Reaal. The Dutch Ministry of Finance has stated that it will impose in 2014 an aggregate EUR 1 billion one-time levy on Dutch banks, including ING Bank, to share the costs of the SNS Reaal nationalisation. Based on the currently available information, this is estimated to result in a charge of EUR 300-350 million for us. Currently, there is a debate in the Netherlands on the effectiveness of the legal regime, which may result in an implementation of more onerous legislation and/or regulations. The future form, amount and timing of the levy, and its future impact on us, our operations and our financial position, remain unclear.

The Intervention Act also includes measures that limit the ability of counterparties to exercise their rights after any of the measures mentioned above has been put into place, with certain exceptions. Also in June 2012, the European Commission published a proposal for a Directive establishing a framework for the recovery and resolution of credit institutions and investment firms (‘Recovery and Resolution Directive’), which includes, among other things, the obligation for institutions to draw up a recovery plan and the obligation for resolution authorities in the member states to draw up a resolution plan, early intervention measures and a European System of financing arrangements.

A few provisions of the Intervention Act, including the provision with respect to the future financing of the deposit guarantee and the investor compensation scheme, have not yet come into force and there are certain differences between the provisions of the Intervention Act and the Recovery and Resolution Directive proposal, which may further bring out future changes in the law. We are unable to predict what specific effects the

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Intervention Act and the future adoption of the Recovery and Resolution Directive may have on the financial system generally, our counterparties, or on us, our operations or our financial position.

ING Bank has set up an all-encompassing recovery planning process to enhance its readiness and decisiveness to tackle financial crises on its own strength. ING Bank’s recovery plan has been submitted to and approved by the DNB in November 2012. Furthermore in the course of 2012, DNB has requested ING Bank to prepare and submit information on the basis of which the Dutch resolution authorities will be able to develop a resolution plan. ING is diligently working towards providing this information and meeting the deadlines, end 2013, provided by DNB.

The Financial Stability Board In addition to the adoption of the foregoing measures, regulators and lawmakers around the world are actively reviewing the causes of the financial crisis and exploring steps to avoid similar problems in the future. In many respects, this work is being led by the FSB, consisting of representatives of national financial authorities of the G20 nations. The G20 and the FSB have issued a series of papers and recommendations intended to produce significant changes in how financial companies, particularly companies that are members of large and complex financial groups, should be regulated. These proposals address such issues as financial group supervision, capital and solvency standards, systemic economic risk, corporate governance including executive compensation, and a host of related issues associated with responses to the financial crisis. The lawmakers and regulatory authorities in a number of jurisdictions in which the Group’s subsidiaries conduct business have already begun introducing legislative and regulatory changes consistent with G20 and FSB recommendations, and the potential impact of such changes on our business, results of operation and financial condition remains unclear.

Additional Governmental Measures

Governments in the Netherlands and abroad have also intervened over the past few years on an unprecedented scale, responding to stresses experienced in the global financial markets. Some of the measures adopted subject us and other institutions for which they were designed to additional restrictions, oversight or costs. For restrictions related to the Core Tier 1 Securities and the IABF, as further described in ‘Item 4. Information on the Company — Recent Developments’ (together, the ‘Dutch State Transactions’), see ‘Risks related to the Restructuring Plan — Our agreements with the Dutch State impose certain restrictions regarding the issuance or repurchase of our shares and the compensation of certain senior management positions’. As a result of having received state aid through the Dutch State Transactions, we were required to submit our Restructuring Plan to the EC in connection with obtaining final approval for the Dutch State Transactions. See ‘Risks related to the Restructuring Plan — The implementation of the Restructuring Plan and the divestments anticipated in connection with that plan will significantly alter the size and structure of the Group and involve significant costs and uncertainties that could materially impact the Group’.

Sections 382 and 383 of the U.S. Internal Revenue Code as amended, operate as anti-abuse rules, the general purpose of which is to prevent trafficking in tax losses and credits, but which can apply without regard to whether a ‘loss trafficking’ transaction occurs or is intended. These rules are triggered when an ‘ownership change’ — generally defined as when the ownership of a company, or its parent, changes by more than 50% (measured by value) on a cumulative basis in any three year period — occurs. If triggered, the amount of the taxable income for any post-change year which may be offset by a pre-change loss is subject to an annual limitation. As of 31 December 2012, we believe that our U.S. subsidiaries have not had an ‘ownership change’ for purposes of Sections 382 and 383. However, this determination is subject to uncertainties and is based on various assumptions. Future increases of capital or other changes in ownership may adversely affect our cumulative ownership, and could trigger an ‘ownership change’, which could limit the ability of our U.S. subsidiaries to use tax attributes, and could correspondingly decrease the value of these attributes.

On 14 February 2013, the European Commission adopted a proposal setting out the details of the financial transaction tax, which mirrors the scope of its original proposal of September 2011, to be levied on transactions in financial instruments by financial institutions if at least one of the parties to the transaction is located in the ‘FTT-zone’, currently limited to 11 participating member states (Austria, Belgium, Estonia, France, Germany, Greece, Italy, Portugal, Slovakia, Slovenia and Spain). The adopted proposal foresees the financial transaction tax for the 11 participating member states entering into effect on 1 January 2014, which would then require us to pay a tax on transactions in financial instruments with parties (including Group affiliates) located in such FTT-zone. The actual implementation date would depend on the future approval by the European Council and consultation of other EU institutions, and the subsequent transposition into local law. Furthermore, the Dutch Parliament passed a bill on bank tax, which went into effect as of 1 October 2012. This tax results in increased taxes on ING’s Banking operations, which could negatively impact our operations, financial condition and liquidity. [In addition, it is possible that the United States Congress may adopt a form of ‘financial crisis responsibility’ fee and tax on banks and other financial firms to mitigate costs to taxpayers of various government programs established to address the financial crisis and to offset the costs of potential future crises. The Obama Administration’s 2013 revenue proposals include such a fee. Any regulations resulting from these financial transaction tax initiatives and proposals could affect our operational results, financial condition and

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liquidity, and could negatively impact the costs and scope of our transactions, including transactions with other financial institutions.

In May 2012, the International Association of Insurance Supervisors (‘IAIS’), of which the DNB is a member, published a proposed assessment methodology for designating global systemically important insurers (‘G-SIIs’), as part of the global initiative to identify G-SIFIs. Insurers identified as G-SIIs would be subject to additional policy measures. IAIS stated that the proposed policy measures released in October 2012, as endorsed for consultation by the FSB will be finalised at the same time as the first group of G-SIIs is identified. The initial list of G-SIIs is expected to be published by the FSB in April 2013, with annual updates thereafter. The proposed policy measures, which would need to be implemented by legislation or regulation in relevant jurisdictions, include higher capital requirements (both for non-traditional and non-insurance activities and for G-SIIs overall), enhanced supervision (including more detailed and frequent reporting, removal of barriers to orderly resolution of the G-SII and reduction of the G-SII’s systemic risk over time), as well as additional measures to improve the degree of self-sufficiency of a G-SII’s different business segments (including separate legal structures for traditional insurance and non-traditional or non-insurance activities, and restrictions on intercompany subsidies). If ING were identified as a G-SII, compliance costs will increase and its competitive position relative to other life insurers that were not designated as G-SIIs may be adversely affected. See ‘Item 4. Information on the Company — Recent Developments — Important changes in Regulation and Supervision — Global systemically important insurers (G-SIIs).

Continued turbulence and volatility in the financial markets and the economy generally have adversely affected and may continue to affect our business and results of operations.

General

Our business and results of operations are materially affected by conditions in the global capital markets and the economy generally. Concerns over the slow economic recovery, the European sovereign debt crisis, the ability of certain countries to remain in the Eurozone, unemployment, the availability and cost of credit, the level of U.S. national debt and the U.S. housing market, inflation levels, energy costs and geopolitical issues all have contributed to increased volatility and diminished expectations for the economy and the markets in recent years.

While certain of such conditions have improved over 2011 and 2012, these conditions have generally resulted in greater volatility, widening of credit spreads and overall shortage of liquidity and tightening of financial markets throughout the world. In addition, prices for many types of asset-backed securities (‘ABS’) and other structured products have significantly deteriorated. These concerns have since expanded to include a broad range of fixed income securities, including those rated investment grade and especially the sovereign debt of some EEA countries and the United States, the international credit and interbank money markets generally, and a wide range of financial institutions and markets, asset classes, such as public and private equity, and real estate sectors. As a result of these and other factors, sovereign governments across the globe, including in regions where the Group operates, have also experienced budgetary and other financial difficulties, which have resulted in austerity measures, downgrades in credit rating by credit agencies, planned or implemented bail-out measures and, on occasion, civil unrest (for further details regarding sovereign debt concerns, see ‘ — U.S. Sovereign Credit Rating’ and ‘ — European Sovereign Debt Crisis’ below). As a result, the market for fixed income instruments has experienced decreased liquidity, increased price volatility, credit downgrade events, and increased probability of default. In addition, the confluence of these and other factors has resulted in volatile foreign exchange markets. Securities that are less liquid are more difficult to value and may be hard to dispose of. International equity markets have also been experiencing heightened volatility and turmoil, with issuers, including ourselves, that have exposure to the real estate, mortgage, private equity and credit markets particularly affected. These events and market upheavals, including extreme levels of volatility, have had and may continue to have an adverse effect on our revenues and results of operations, in part because we have a large investment portfolio and extensive real estate activities around the world. In addition, the confidence of customers in financial institutions is being tested. Consumer confidence in financial institutions may, for example, decrease due to our or our competitors’ failure to communicate to customers the terms of, and the benefits to customers of, complex or high-fee financial products. Reduced confidence could have an adverse effect on our revenues and results of operations, including through an increase of lapses or surrenders of policies and withdrawal of deposits. Because a significant percentage of our customer deposit base is originated via Internet banking, a loss of customer confidence may result in a rapid withdrawal of deposits over the Internet.

As a result of the ongoing and unprecedented volatility in the global financial markets since 2007, we incurred in past years substantial negative revaluations and impairments on our investment portfolio, which have impacted our shareholders’ equity and earnings. During 2010, 2011 and 2012 the revaluation reserve position improved substantially, positively impacting shareholders’ equity. Although we believe that reserves for insurance liabilities are generally adequate at the Group, inadequacies in certain product areas have developed. The aforementioned developments in the global financial markets and in particular the decreasing interest rates

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resulted in a decrease in our overall reserves adequacy and may further continue to produce reserves inadequacies in the future, potentially leading to reserve strengthening.

The aforementioned impacts have arisen primarily as a result of valuation and impairment issues arising in connection with our investments in real estate (both in and outside the U.S.) and private equity, exposures to European sovereign debt and to U.S. mortgage-related structured investment products, including sub-prime and Alt-A Residential and Commercial Mortgage-Backed Securities (‘RMBS’ and ‘CMBS’, respectively), Collateralised Debt Obligations (‘CDOs’) and Collateralised Loan Obligations (‘CLOs’), monoline insurer guarantees, private equity and other investments. In many cases, the markets for investments and instruments have been and remain highly illiquid, and issues relating to counterparty credit ratings and other factors have exacerbated pricing and valuation uncertainties. Valuation of such investments and instruments is a complex process involving the consideration of market transactions, pricing models, management judgment and other factors, and is also impacted by external factors such as underlying mortgage default rates, interest rates, rating agency actions and property valuations. We continue to monitor our exposures, however there can be no assurances that we will not experience further negative impacts to our shareholders’ equity or profit and loss accounts in future periods.

U.S. Sovereign Credit Rating

After a period of uncertainty as to whether U.S. lawmakers would be able to reach the political consensus needed to raise the federal debt ceiling, and notwithstanding that U.S. lawmakers passed legislation to raise the federal debt ceiling before the U.S. actually defaulted on any of its obligations, in 2011, Standard & Poor’s Ratings Group, Inc. (‘S&P’) lowered its long-term sovereign credit rating on the United States of America from AAA to AA+. Although other ratings agencies have not similarly lowered the long term sovereign credit rating of the United States of America, they have put that credit rating on review. Amid the lingering uncertainty over the future economic performance of the U.S. within the global economy and potential future budgetary restrictions in the U.S., there continues to be a perceived risk of a future sovereign credit ratings downgrade of the U.S. government, including the rating of U.S. Treasury securities. It is foreseeable that the ratings and perceived creditworthiness of instruments issued, insured or guaranteed by institutions, agencies or instrumentalities directly linked to the U.S. government could also be correspondingly affected by any such downgrade. Instruments of this nature are key assets on the balance sheets of financial institutions and are widely used as collateral by financial institutions to meet their day-to-day cash flows in the short-term debt market. A downgrade of the sovereign credit ratings of the U.S. government and the perceived creditworthiness of U.S. government-related obligations could impact our ability to obtain funding that is collateralised by affected instruments, as well as affecting the pricing of that funding when it is available. A downgrade may also adversely affect the market value of such instruments. We cannot predict if, when or how any changes to the credit ratings or perceived creditworthiness of these organisations will affect economic conditions. Such ratings actions could result in a significant adverse impact to the Group.

European Sovereign Debt Crisis

In 2010, a financial crisis emerged in Europe, triggered by high budget deficits and rising direct and contingent sovereign debt in Greece, Ireland, Italy, Portugal and Spain, which created concerns about the ability of these EU ‘peripheral’ states to continue to service their sovereign debt obligations. Significant concerns regarding the sovereign debt of these countries, as well as certain other countries, of the ‘core’ European Union member rates are ongoing and in some cases have required countries to obtain emergency financing. These concerns impacted financial markets and resulted in high and volatile bond yields on the sovereign debt of many EU nations. If these or other countries require additional financial support or if sovereign credit ratings continue to decline, yields on the sovereign debt of certain countries may continue to increase, the cost of borrowing may increase and credit may become more limited. Despite assistance packages to Greece, Ireland and Portugal, the creation of a joint EU-IMF European Financial Stability Facility in May 2010, the approval of further bailout of Greece by the relevant government and monetary bodies of the Eurozone and the International Monetary Fund in March 2012, and the establishment of the European Stability Mechanism on 27 September 2012 (which provided its first financial assistance in February 2013 for the recapitalisation of Spain’s banking sector), uncertainty over the outcome of the EU governments’ financial support programs and worries about sovereign finances persisted during the course of 2012. Market concerns over the direct and indirect exposure of European banks and insurers to the EU sovereign debt further resulted in a widening of credit spreads and increased costs of funding for some European financial institutions. In December 2011, European leaders agreed to implement steps (and continue to meet regularly to review, amend and supplement such steps) to encourage greater long-term fiscal responsibility on the part of the individual member states and bolster market confidence in the Euro and European sovereign debt, and the Treaty of Stability, Coordination and Governance (‘Fiscal Treaty’) was signed by 25 EU member states on 2 March 2012; however, such proposed steps are subject to final agreement (and in some cases, ratification and/or other approvals) by the European Union member states that are party to such arrangements and thus the implementation of such steps in their currently-contemplated form remains uncertain, and even if such steps are implemented, there is no guarantee that they will ultimately and finally resolve uncertainties regarding the ability of Eurozone states to continue to service their sovereign debt obligations. Further, even if such long-term structural adjustments are ultimately

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implemented, the future of the Euro in its current form, and with its current membership, remains uncertain. The financial turmoil in Europe continues to be a threat to global capital markets and remains a challenge to global financial stability.

Risks and ongoing concerns about the debt crisis in Europe, as well as the possible default by, or exit from the Eurozone of one or more European states and/or the replacement of the Euro by one or more successor currencies, could have a detrimental impact on the global economic recovery, sovereign and non-sovereign debt in these European countries and the financial condition of European and other financial institutions, including us. Additionally, the possibility of capital market volatility spreading through a highly integrated and interdependent banking system remains elevated. In the event of any default or similar event with respect to a sovereign issuer, some financial institutions may suffer significant losses for which they would require additional capital, which may not be available. Market and economic disruptions stemming from the crisis in Europe have affected, and may continue to affect, consumer confidence levels and spending, bankruptcy rates, levels of incurrence of and default on consumer debt and home prices, among other factors. There can be no assurance that the market disruptions in Europe, including the increased cost of funding for certain government and financial institutions, will not spread, nor can there be any assurance that future assistance packages will be available or, even if provided, will be sufficient to stabilise the affected countries and markets in Europe or elsewhere. To the extent uncertainty regarding the economic recovery continues to negatively impact consumer confidence and consumer credit factors, our business and results of operations could be significantly and adversely impacted. In addition, the possible exit from the Eurozone of one or more European states and/or the replacement of the Euro by one or more successor currencies could create significant uncertainties regarding the enforceability and valuation of Euro denominated contracts to which we (or our counterparties) are a party and thereby materially and adversely affect our and/or our counterparties’ liquidity, financial condition and operations. Such uncertainties may include the risk that (i) an obligation that was expected to be paid in Euros is redenominated into a new currency (which may not be easily converted into other currencies without significant cost), (ii) currencies in some European Union member states may devalue relative to others, (iii) former Eurozone member states may impose capital controls that would make it complicated or illegal to move capital out of such countries, and/or (iv) some courts (in particular, courts in countries that have left the Eurozone) may not recognise and/or enforce claims denominated in Euros (and/or in any replacement currency). The possible exit from the Eurozone of one or more European states and/or the replacement of the Euro by one or more successor currencies could also cause other significant market dislocations and lead to other adverse economic and operational impacts that are inherently difficult to predict or evaluate, and otherwise have potentially materially adverse impacts on us and our counterparties, including our depositors, lenders, borrowers and other customers. These factors, combined with volatile oil prices, reduced business and consumer confidence and continued high unemployment, have negatively affected the economy of main geographic regions where we conduct our business. Our results of operations, investment portfolio and AUM are exposed to these risks and may be adversely affected as a result. In addition, in the event of extreme prolonged market events, such as the recent global credit crisis, we could incur significant losses.

On 13 January 2012, S&P proceeded to downgrade the credit ratings of France, Austria, Italy, Spain, Portugal and a handful of other EEA states (while reaffirming the credit ratings of Germany, the Netherlands, Ireland and other EEA states and changed the outlook to ‘negative’ for 15 Eurozone countries). Further related downgrades of European sovereign ratings and of corporate ratings have occurred since that date, including the downgrade of Greece’s sovereign credit rating to ‘selective default’ by S&P on 27 February 2012 as a result of a debt restructuring that is expected to impose significant losses on private creditors (including ING) and Fitch Ratings Ltd.’s downgrade of Spain’s sovereign credit rating from A to BBB on 7 June 2012. Moody’s also followed S&P’s steps in downgrading France’s credit rating in November 2012. These announcements, as well as any further future downgrades, could negatively affect borrowing costs of the affected entities, increase overall economic volatility, and affect the operation of our businesses.

Because we operate in highly competitive markets, including our home market, we may not be able to increase or maintain our market share, which may have an adverse effect on our results of operations.

There is substantial competition in the Netherlands and the other countries in which we do business for the types of insurance, commercial banking, investment banking, asset management and other products and services we provide. Customer loyalty and retention can be influenced by a number of factors, including brand recognition, reputation, relative service levels, investment performance of our products, the prices and attributes of products and services, scope of distribution, perceived financial strength, credit ratings and actions taken by competitors. A decline in our competitive position as to one or more of these factors could adversely impact our ability to maintain or further increase our market share, which would adversely affect our results of operations. Such competition is most pronounced in our more mature markets of the Netherlands, Belgium, the rest of Western Europe, the United States and Australia. In recent years, however, competition in emerging markets, such as Latin America, Asia and Central and Eastern Europe, has also increased as large financial services companies from more developed countries have sought to establish themselves in markets which are perceived to offer higher growth potential, and as local institutions have become more sophisticated and competitive and

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have sought alliances, mergers or strategic relationships with our competitors. The Netherlands and the United States are our largest markets. Our main competitors in the banking sector in the Netherlands are ABN AMRO Bank and Rabobank. Our main competitors in the insurance sector in the Netherlands are Achmea, ASR, Delta Lloyd and Aegon. Our main competitors in the United States are insurance companies such as Lincoln National, Hartford, Aegon Americas, AXA, Met Life, Prudential, Nationwide and Principal Financial. Competition could also increase due to new entrants in the markets that may have new operating models that are not burdened by potentially costly legacy operations. Increasing competition in these or any of our other markets may significantly impact our results if we are unable to match the products and services offered by our competitors. Future economic turmoil may accelerate additional consolidation activity. Over time, certain sectors of the financial services industry have become more concentrated, as institutions involved in a broad range of financial services have been acquired by or merged into other firms or have declared bankruptcy. These developments could result in our competitors gaining greater access to capital and liquidity, expanding their ranges of products and services, or gaining geographic diversity. We may experience pricing pressures as a result of these factors in the event that some of our competitors seek to increase market share by reducing prices. In addition, under the Restructuring Plan we were required to agree to certain restrictions imposed by the EC, including with respect to our price leadership in EU banking markets and our ability to make acquisitions of financial institutions and other businesses. See ‘Risks related to the Restructuring Plan — The limitations required by the EC on our ability to compete and to make acquisitions or call certain debt instruments could materially impact the Group’. Furthermore, if our financial strength and credit ratings are lower than those of our competitors, we may experience increased surrenders and/or a significant decline in sales of insurance and annuities products. Due to the competitive nature of the financial services industry, there can be no assurance that we will continue to effectively compete within the industry or that competition will not have a material adverse impact on our business, results of operations and financial conditions.

Because we do business with many counterparties, the inability of these counterparties to meet their financial obligations could have a material adverse effect on our results of operations.

General

Third parties that owe us money, securities or other assets may not pay or perform under their obligations. These parties include the issuers and guarantors (including sovereigns) of securities we hold, borrowers under loans originated, customers, trading counterparties, counterparties under swaps, credit default and other derivative contracts, clearing agents, exchanges, clearing houses and other financial intermediaries. Severe distress or defaults by one or more of these parties on their obligations to us due to bankruptcy, lack of liquidity, downturns in the economy or real estate values, operational failure or other factors, or even rumours about potential severe distress or defaults by one or more of these parties or regarding the financial services industry generally, could lead to losses for us, and defaults by other institutions. In light of experiences with significant constraints on liquidity and high cost of funds in the interbank lending market, and given the high level of interdependence between financial institutions, we are and will continue to be subject to the risk of deterioration of the commercial and financial soundness, or perceived soundness, of sovereigns and other financial services institutions. This is particularly relevant to our franchise as an important and large counterparty in equity, fixed-income and foreign exchange markets, including related derivatives, which exposes it to concentration risk.

We routinely execute a high volume of transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds, insurance companies and other institutional clients, resulting in large daily settlement amounts and significant credit exposure. As a result, we face concentration risk with respect to specific counterparties and customers. We are exposed to increased counterparty risk as a result of recent financial institution failures and weakness and will continue to be exposed to the risk of loss if counterparty financial institutions fail or are otherwise unable to meet their obligations. A default by, or even concerns about the creditworthiness of, one or more financial services institutions could therefore lead to further significant systemic liquidity problems, or losses or defaults by other financial institutions.

With respect to secured transactions, our credit risk may be exacerbated when the collateral held by us cannot be realised, or is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure due us. We also have exposure to a number of financial institutions in the form of unsecured debt instruments, derivative transactions and equity investments. For example, we hold certain hybrid regulatory capital instruments issued by financial institutions which permit the issuer to defer coupon payments on the occurrence of certain events or at their option. The EC has indicated that, in certain circumstances, it may require these financial institutions to defer payment. If this were to happen, we expect that such instruments may experience ratings downgrades and/or a drop in value and we may have to treat them as impaired, which could result in significant losses. There is no assurance that losses on, or impairments to the carrying value of, these assets would not materially and adversely affect our business or results of operations.

In addition, we are subject to the risk that our rights against third parties may not be enforceable in all circumstances. The deterioration or perceived deterioration in the credit quality of third parties whose securities

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or obligations we hold could result in losses and/or adversely affect our ability to rehypothecate or otherwise use those securities or obligations for liquidity purposes. A significant downgrade in the credit ratings of our counterparties could also have a negative impact on our income and risk weighting, leading to increased capital requirements. While in many cases we are permitted to require additional collateral from counterparties that experience financial difficulty, disputes may arise as to the amount of collateral we are entitled to receive and the value of pledged assets. Our credit risk may also be exacerbated when the collateral we hold cannot be realised or is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure that is due to us, which is most likely to occur during periods of illiquidity and depressed asset valuations, such as those experienced during the recent financial crisis. The termination of contracts and the foreclosure on collateral may subject us to claims for the improper exercise of our rights under such contracts. Bankruptcies, downgrades and disputes with counterparties as to the valuation of collateral tend to increase in times of market stress and illiquidity. Any of these developments or losses could materially and adversely affect our business, financial condition, results of operations, liquidity and/or prospects.

Reinsurers

Our insurance operations have bought protection for risks that exceed certain risk tolerance levels set for both our life and non-life businesses. This protection is bought through reinsurance arrangements in order to reduce possible losses. However, we remain liable to the underlying policyholders, even if the reinsurer defaults on its obligations. Because in most cases we must pay the policyholders first, and then collect from the reinsurer, we are subject to credit risk with respect to each reinsurer for all such amounts. As a percentage of our net reinsurance exposure as of 31 December 2012, the greatest exposure after collateral to an individual external reinsurer was approximately 19%, approximately 46% related to four other external reinsurers and the remainder of the reinsurance exposure related to various other reinsurers. The inability or unwillingness of any one of these reinsurers to meet its financial obligations to us, or the insolvency of our reinsurers, could have a material adverse effect on our net results and our financial results.

Market conditions observed over the past few years may increase the risk of loans being impaired. We are exposed to declining property values on the collateral supporting residential and commercial real estate lending.

We are exposed to the risk that our borrowers (including sovereigns) may not repay their loans according to their contractual terms and that the collateral securing the payment of these loans may be insufficient. We may continue to see adverse changes in the credit quality of our borrowers and counterparties, for example as a result of their inability to refinance their indebtedness, with increasing delinquencies, defaults and insolvencies across a range of sectors. This may lead to impairment charges on loans and other assets, higher costs and additions to loan loss provisions. A significant increase in the size of our provision for loan losses could have a material adverse effect on our financial position and results of operations.

Economic and other factors could lead to further contraction in the residential mortgage and commercial lending market and to further decreases in residential and commercial property prices which could generate substantial increases in impairment losses.

Interest rate volatility and other interest rate changes may adversely affect our profitability.

Changes in prevailing interest rates may negatively affect our business including the level of net interest revenue we earn, and for our banking business the levels of deposits and the demand for loans. In a period of changing interest rates, interest expense may increase and interest credited to policyholders may change at different rates than the interest earned on assets. Accordingly, changes in interest rates could decrease net interest revenue. Central banks around the world, including the European Central Bank, the Bank of England, the Bank of Japan, the Bank of Australia, the Central Bank of Brazil and the Central Bank of China, followed the actions of the Federal Reserve to lower interest rate in 2012, in response to concerns about Europe’s sovereign debt crisis and slowing global economic growth. Changes in the interest rates may negatively affect the value of our assets and our ability to realise gains or avoid losses from the sale of those assets, all of which also ultimately affect earnings. In addition, our insurance and annuity products and certain of our retirement and investment products are sensitive to inflation rate fluctuations. A sustained increase in the inflation rate in our principal markets may also negatively affect our business, financial condition and results of operation. For example, a sustained increase in the inflation rate may result in an increase in nominal market interest rates. A failure to accurately anticipate higher inflation and factor it into our product pricing assumptions may result in mispricing of our products, which could materially and adversely impact our results of operations.

Declining interest rates may result in:

• life insurance and annuity products being relatively more attractive to consumers due to minimum guarantees with respect to such products that are frequently mandated by regulators;

• increased premium payments on products with flexible premium features;

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• a higher percentage of insurance and annuity contracts remaining in force from year-to-year than we anticipated in our pricing, potentially resulting in greater claims costs than we expected and creating asset liability cash flow mismatches;

• additional provisions for guarantees included in life insurance and annuity contracts, as the guarantees become more valuable to policyholders;

• lower investment earnings because the interest earnings on our fixed income investments will likely have declined in parallel with market interest rates on our assets recorded at fair value;

• reserve strengthening by affecting the results of our reserve adequacy testing;

• higher prepayment or redemption of mortgages and fixed maturity securities in our investment portfolios as borrowers seek to borrow at lower interest rates. Consequently, we may be required to reinvest the proceeds in securities bearing lower interest rates;

• lower profitability as the result of a decrease in the spread between interest rates charged to policyholders and returns on our investment portfolios;

• higher costs for certain derivative instruments that may be used to hedge certain of our product risks; and/or

• lower profitability since we may not be able to fully track the decline in interest rates in our savings rate.

Accordingly, during periods of declining interest rates, our profitability may suffer as the result of a decrease in the spread between interest rates credited to insurance policyholders and annuity contract owners. An extended period of declining interest rates may also cause us to change our long-term view of the interest rates that we can earn on our investments. In addition, certain statutory capital and reserve requirements are based on formulas and models that consider interest rates, and an extended period of low interest rates may increase the statutory capital we are required to hold and the amount of assets we must maintain to support statutory reserves.

Rapidly increasing interest rates may result in:

• decrease the demand for loans;

• increase in policy loans, and withdrawals from and/or surrenders of life insurance policies and fixed annuity contracts as policyholders choose to forego insurance protection and seek higher investment returns. Obtaining cash to satisfy these obligations may require us to liquidate fixed maturity investments at a time when market prices for those assets are depressed because of increases in interest rates. This may result in realised investment losses. Regardless of whether we realise an investment loss, these cash payments would result in a decrease in total invested assets, and may decrease our net income. Premature withdrawals may also cause us to accelerate amortisation of deferred policy acquisition costs, which would also reduce our net income;

• prepayment losses if prepayment rates are lower than expected or if interest rates increase to rapidly to adjust the accompanying hedges;

• higher interest rates to be paid on debt securities we have issued or may issue on the financial markets from time to time to finance our operations, which would increase our interest expenses and reduce our results of operations;

• a material adverse effect on the value of our investment portfolio by, for example, decreasing the estimated fair values of the fixed income securities within our investment portfolio;

• a significant collateral posting requirement associated with our interest rate hedge programs, which could materially and adversely affect liquidity; and/or

• decreased fee income associated with a decline in the value of variable annuity account balances invested in fixed income funds.

We may incur losses due to failures of banks falling under the scope of state compensation schemes.

In the Netherlands and other jurisdictions, deposit guarantee schemes and similar funds (‘Compensation Schemes’) have been implemented from which compensation may become payable to customers of financial services firms in the event the financial service firm is unable to pay, or unlikely to pay, claims against it. In many jurisdictions in which we operate, these Compensation Schemes are funded, directly or indirectly, by financial services firms which operate and/or are licensed in the relevant jurisdiction. As a result of the increased number of bank failures, in particular since the fall of 2008, we expect that levies in the industry will continue to rise as a result of the Compensation Schemes. In particular, we are a participant in the Dutch Deposit Guarantee Scheme, which guarantees an amount of EUR 100,000 per person per bank (regardless of the number of accounts held). The costs involved with making compensation payments under the Dutch Deposit Guarantee Scheme are allocated among the participating banks by the DNB based on an allocation key related to their market shares with respect to the deposits protected by the Dutch Deposit Guarantee Schemes. Given our size, we may incur significant compensation payments to be made under the Dutch Deposit Guarantee Scheme, which we may be unable to recover from the bankrupt estate. The ultimate costs to the industry of payments which may become due under the Compensation Schemes remains uncertain although they may be significant and these and the associated costs to us may have a material adverse effect on our

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results of operations and financial condition. As of 1 July 2015, the Dutch Deposit Guarantee Scheme will change from an ex-post scheme, where we contribute after the failure of a firm, to an ex-ante scheme where we will pay risk-weighted contributions to the Dutch Deposit Guarantee Scheme. The fund is to grown to a target size of 1% of all deposits guaranteed under the Dutch Deposit Guarantee Scheme, approximately EUR 4 billion at present. The target size has to be reached in 15 years. The costs associated with potential future ex-ante contributions are today unknown and will depend on the methodology used to calculate risk-weighting, but given our size may be significant. See also ‘— We operate in highly regulated industries. There could be an adverse change or increase in the financial services laws and/or regulations governing our business — Dutch Intervention Act’.

RISKS RELATED TO THE GROUP’S BUSINESS, OPERATIONS, AND REGULATORY ENVIRONMENT

We may be unable to manage our risks successfully through derivatives.

We employ various economic hedging strategies with the objective of mitigating the market risks that are inherent in our business and operations. These risks include currency fluctuations, changes in the fair value of our investments, the impact of interest rates, equity markets and credit spread changes, the occurrence of credit defaults and changes in mortality and longevity. We seek to control these risks by, among other things, entering into a number of derivative instruments, such as swaps, options, futures and forward contracts including from time to time macro hedges for parts of our business, either directly as a counterparty or as a credit support provider to affiliate counterparties.

Developing an effective strategy for dealing with these risks is complex, and no strategy can completely insulate us from risks associated with those fluctuations. Our hedging strategies also rely on assumptions and projections regarding our assets, liabilities, general market factors and the credit worthiness of our counterparties that may prove to be incorrect or prove to be inadequate. Accordingly, our hedging activities may not have the desired beneficial impact on our results of operations or financial condition. Poorly designed strategies or improperly executed transactions could actually increase our risks and losses. Hedging strategies involve transaction costs and other costs, and if we terminate a hedging arrangement, we may also be required to pay additional costs, such as transaction fees or breakage costs. There have been periods in the past, and it is likely that there will be periods in the future, during which we have incurred or may incur losses on transactions, perhaps significant, after taking into account our hedging strategies. Further, the nature and timing of our hedging transactions could actually increase our risk and losses. Hedging instruments we use to manage product and other risks might not perform as intended or expected, which could result in higher (un)realised losses such as credit value adjustment (‘CVA’) risks or unexpected P&L effects, and unanticipated cash needs to collateralise or settle such transactions. Adverse market conditions can limit the availability and increase the costs of hedging instruments, and such costs may not be recovered in the pricing of the underlying products being hedged. In addition, hedging counterparties may fail to perform their obligations resulting in unhedged exposures and losses on positions that are not collateralised. As such, our hedging strategies and the derivatives that we use and may use may not adequately mitigate or offset the risk of interest rate volatility, and our hedging transactions may result in losses.

Our hedging strategy additionally relies on the assumption that hedging counterparties remain able and willing to provide the hedges required by our strategy. Increased regulation, market shocks, worsening market conditions (whether due to the ongoing Euro crisis or otherwise), and/or other factors that affect or are perceived to affect the financial condition, liquidity and creditworthiness of ING may reduce the ability and/or willingness of such counterparties to engage in hedging contracts with us and/or other parties, affecting our overall ability to hedge our risks and adversely affecting our business, operations, financial condition and liquidity.

ING Group may be unable to retain key personnel.

As a financial services enterprise with a decentralised management structure, ING Group relies to a considerable extent on the quality of local management in the various countries in which ING Group operates. The success of ING Group’s operations is dependent, among other things, on ING Group’s ability to attract and retain highly qualified professional personnel. Competition for key personnel in most countries in which ING Group operates is intense. ING Group’s ability to attract and retain key personnel, in particular senior officers, experienced portfolio managers, mutual fund managers and sales executives, is dependent on a number of factors, including prevailing market conditions and compensation packages offered by companies competing for the same talent.

As a part of the responses of the European Commission and governments throughout Europe to the financial crisis in 2008, there have been and will be various legislative initiatives, including those set out in Directive 2010/76/EU (CRD III), the Guidelines on Remuneration Policies and Practices published by (the predecessor of) the European Banking Authority (‘EBA’) and the Regulation of the DNB on Sound Remuneration Policies

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(Regeling beheerst beloningsbeleid Wft 2011) and the Dutch law with respect to the limitation of liability of the DNB and AFM and the prohibition of the payment of variable remuneration to board members and day-to-day policy makers of financial institutions that receive state aid (Wet aansprakelijkheidsbeperking DNB en AFM en bonusverbod staatsgesteunde ondernemingen), to ensure that financial institutions’ remuneration policies and practices are consistent with and promote sound and effective risk management, and that impose restrictions on the remuneration of personnel, in particular senior management, with a focus on risk alignment of performance-related remuneration. Since the financial crisis, ING has adopted its remuneration policies to the new national and international standards. In March 2011, ING Group’s Executive Board had announced that it had decided not to accept the variable remuneration awarded to it until the remaining capital support from the Dutch state has been fully repaired. No base salary increase in relation to 2013 has been proposed and, as of 31 December 2012, the remuneration level of the Executive Board of ING Group was below the median of our EURO Stoxx 50 benchmark, which is made up of similar European financial and non-financial institutions. These restrictions will continue to have an impact on existing ING Group’s remuneration policies and individual remuneration packages of personnel.

These restrictions, alone or in combination with the other factors described above, could adversely affect ING Group’s ability to retain or attract qualified employees.

We may not be able to protect our intellectual property and may be subject to infringement claims.

We rely on a combination of contractual rights with third parties and copyright, trademark, patent and trade secret laws to establish and protect our intellectual property. Although we endeavour to protect our rights, third parties may infringe or misappropriate our intellectual property. We may have to litigate to enforce and protect our copyrights, trademarks, patents, trade secrets and know-how or to determine their scope, validity or enforceability. This would represent a diversion of resources that may be significant and our efforts may not prove successful. The inability to secure or protect our intellectual property assets could have a material adverse effect on our business and our ability to compete.

We may also be subject to claims by third parties for (i) patent, trademark or copyright infringement, (ii) breach of copyright, trademark or license usage rights, or (iii) misappropriation of trade secrets. Any such claims and any resulting litigation could result in significant expense and liability for damages. If we were found to have infringed or misappropriated a third-party patent or other intellectual property right, we could in some circumstances be enjoined from providing certain products or services to our customers or from utilizing and benefiting from certain methods, processes, copyrights, trademarks, trade secrets or licenses. Alternatively, we could be required to enter into costly licensing arrangements with third parties or implement a costly work around. Any of these scenarios could have a material adverse effect on our business and results of operations.

Because we use assumptions about factors to calculate the amount of certain items, the use of different assumptions about these factors may have an adverse impact on our results of operations.

The establishment of insurance provisions, including the impact of minimum guarantees which are contained within certain variable annuity products, the adequacy test performed on the provisions for life policies and the establishment of Deferred Acquisition Costs (‘DAC’) and Value of Business Acquired (‘VOBA’) are inherently uncertain processes involving assumptions about factors such as court decisions, changes in laws, social, economic and demographic trends, inflation, investment returns, policyholder behaviour (e.g., lapses, persistency, etc.) and other factors, and, in the life insurance business, assumptions concerning mortality, longevity and morbidity trends. The use of different assumptions about these factors could have a material effect on insurance provisions and underwriting expense. Changes in assumptions may lead to changes in the insurance provisions over time. Furthermore, some of these assumptions can be volatile.

Because we use assumptions to model client behaviour for the purpose of our market risk calculations, the difference between the realisation and the assumptions may have an adverse impact on the risk figures and future results.

We use assumptions in order to model client behaviour for the risk calculations in our banking and insurance books. Assumptions are used to determine insurance liabilities, the price sensitivity of savings and current accounts and to estimate the embedded optional risk in the mortgage and investment portfolios. The realisation or use of different assumptions to determine the client behaviour could have material adverse effect on the calculated risk figures and ultimately future results.

ING Insurance has a significant exposure to the take-up of policy options by policyholders. The exposure is greatest for variable annuity business with guarantees deeply in-the-money, policyholder behaviour is difficult to predict and small changes in the proportion of policyholders taking up an option can have a significant financial impact. Furthermore, assumptions about policyholder behaviour are sometimes made for new insurance business without a substantial amount of experiential data. These assumptions may prove imperfect, which can

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have a material impact on results. See ‘Because we use assumptions about factors to calculate the amount of certain items, the use of different assumptions about these factors may have an adverse impact on our results of operations’.

We may incur further liabilities in respect of our defined benefit retirement plans if the value of plan assets is not sufficient to cover potential obligations, including as a result of differences between results and underlying actuarial assumptions and models.

ING Group companies operate various defined benefit retirement plans covering a significant number of our employees. The liability recognised in our consolidated balance sheet in respect of our defined benefit plans is the present value of the defined benefit obligations at the balance sheet date, less the fair value of each plan’s assets, together with adjustments for unrecognised actuarial gains and losses and unrecognised past service costs. We determine our defined benefit plan obligations based on internal and external actuarial models and calculations using the projected unit credit method. Inherent in these actuarial models are assumptions including discount rates, rates of increase in future salary and benefit levels, mortality rates, trend rates in health care costs, consumer price index, and the expected return on plan assets. These assumptions are based on available market data and the historical performance of plan assets, and are updated annually. Nevertheless, the actuarial assumptions may differ significantly from actual results due to changes in market conditions, economic and mortality trends and other assumptions. Any changes in these assumptions could have a significant impact on our present and future liabilities to and costs associated with our defined benefit retirement plans.

Our risk management policies and guidelines may prove inadequate for the risks we face.

We have developed risk management policies and procedures and expect to continue to do so in the future. Nonetheless, our policies and procedures to identify, monitor and manage risks may not be fully effective, particularly during extremely turbulent times. The methods we use to manage, estimate and measure risk are partly based on historic market behaviour. The methods may, therefore, prove to be inadequate for predicting future risk exposure, which may be significantly greater than what is suggested by historic experience. For instance, these methods may not predict the losses seen in the stressed conditions in recent periods, and may also not adequately allow prediction of circumstances arising due to the government interventions and stimulus packages, which increase the difficulty of evaluating risks. Other methods for risk management are based on evaluation of information regarding markets, customers, catastrophe occurrence or other information that is publicly known or otherwise available to us. Such information may not always be accurate, complete, updated or properly evaluated. Management of operational, legal and regulatory risks requires, among other things, policies and procedures to record and verify large numbers of transactions and events. These policies and procedures may not be fully effective.

We are subject to a variety of regulatory risks as a result of our operations in certain countries.

In certain countries in which we operate, judiciary and dispute resolution systems may be less developed. As a result, in case of a breach of contract, we may have difficulties in making and enforcing claims against contractual counterparties and, if claims are made against us, we might encounter difficulties in mounting a defence against such allegations. If we become party to legal proceedings in a market with an insufficiently developed judiciary system, it could have an adverse effect on our operations and net result.

In addition, as a result of our operations in certain countries, we are subject to risks of possible nationalisation, expropriation, price controls, exchange controls and other restrictive government actions, as well as the outbreak of hostilities, in these markets. In addition, the current economic environment in certain of these countries in which we operate may increase the likelihood for regulatory initiatives to enhance consumer protection or to protect homeowners from foreclosures. Any such, regulatory initiative could have an adverse impact on our ability to protect our economic interest in the event of defaults on residential mortgages.

Because we are continually developing new financial products, we might be faced with claims that could have an adverse effect on our operations and net result if clients’ expectations are not met.

When new financial products are brought to the market, communication and marketing aims to present a balanced view of such products. Whilst we engage in a due diligence process when we develop products, if the products do not generate the expected profit, or result in a loss, or otherwise do not meet expectations, customers may file mis-selling claims against us. Mis-selling claims are claims from customers who allege that they have received misleading advice or other information from either ING internal or external advisors (even though ING does not always have full control over the external advisors). Complaints may also arise if customers feel that they have not been treated reasonably or fairly, or that the duty of care has not been complied with. While a considerable amount of time and money has been invested in reviewing and assessing historic sales practices, and in the maintenance of risk management, legal and compliance procedures to

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monitor current sales practices, there can be no assurance that all of the issues associated with current and historic sales practices have been or will be identified, nor that any issues already identified will not be more widespread than presently estimated. The negative publicity associated with any sales practices, any compensation payable in respect of any such issues and/or regulatory changes resulting from such issues could have a material adverse effect on our reputation, operations and net result. Customer protection regulations, as well as changes in interpretation and perception by both the public at large and governmental authorities of acceptable market practices, might influence client expectations.

Ratings are important to our business for a number of reasons. A downgrade or a potential downgrade in our financial strength or our credit ratings could have an adverse impact on our operations and net results.

Credit ratings represent the opinions of rating agencies regarding an entity’s ability to repay its indebtedness. Our credit ratings are important to our ability to raise capital through the issuance of debt and to the cost of such financing. In the event of a downgrade the cost of issuing debt will increase, having an adverse effect on net results. Certain institutional investors may also be obliged to withdraw their deposits from ING following a downgrade, which could have an adverse effect on our liquidity. We have credit ratings from Standard & Poor’s Ratings Service, Moody’s Investor Service and Fitch Ratings. Each of the rating agencies reviews its ratings and rating methodologies on a recurring basis and may decide on a downgrade at any time. For example, on 15 June 2012, Moody’s downgraded the long-term debt ratings of ING Groep N.V. from A1 to A3 with negative outlook and ING Bank from Aa3 to A2 with negative outlook. At the same time, Moody’s took negative ratings actions with respect to a number of European-based banking organisations.

Claims-paying ability, at the Group or subsidiary level, and financial strength ratings are factors in establishing the competitive position of insurers. A rating downgrade could elevate lapses or surrenders of policies requiring cash payments by current customers seeking companies with higher financial strength ratings, which might force us to sell assets at a price that may result in realised investment losses. Among others, total invested assets decreases and deferred acquisition costs might need to be accelerated, adversely impacting earnings. Furthermore, sales of assets to meet customer withdrawal demands could also result in losses, depending on market conditions. In addition, a downgrade in either our financial strength or credit ratings could potentially, among other things, increase our borrowing costs and make it more difficult to access financing; adversely affect access to the commercial paper market or the availability of letters of credit and other financial guarantees; result in additional collateral requirements, or other required payments or termination rights under derivative contracts or other agreements: and/or impair, or cause the termination of, our relationships with creditors, broker-dealers, distributors of our products and services and customers, reinsurers or trading counterparties, which could potentially negatively affect our profitability, new sales, liquidity, capital and/or our competitive position.

Furthermore, ING Bank’s assets are risk-weighted. Downgrades of these assets could result in a higher risk-weighting, which may result in higher capital requirements. This may impact net earnings and the return on capital, and may have an adverse impact on our competitive position. For ING’s insurance businesses in a number of jurisdictions, such as the U.S. and the EU, downgrades of assets will similarly affect the capital requirements for ING Insurance in those jurisdictions.

As rating agencies continue to evaluate the financial services industry, it is possible that rating agencies will heighten the level of scrutiny that they apply to financial institutions, increase the frequency and scope of their credit reviews, request additional information from the companies that they rate and potentially adjust upward the capital and other requirements employed in the rating agency models for maintenance of certain ratings levels. It is possible that the outcome of any such review of us would have additional adverse ratings consequences, which could have a material adverse effect on our results of operations, financial condition and liquidity. We may need to take actions in response to changing standards or capital requirements set by any of the rating agencies which could cause our business and operations to suffer. We cannot predict what additional actions rating agencies may take, or what actions we may take in response to the actions of rating agencies.

Our business may be negatively affected by a sustained increase in inflation.

A sustained increase in the inflation rate in our principal markets would have multiple impacts on us and may negatively affect our business, solvency position and results of operations. For example, a sustained increase in the inflation rate may result in an increase in market interest rates, which may:

(1) decrease the estimated fair value of certain fixed income securities we hold in our investment portfolios resulting in:

• reduced levels of unrealised capital gains available to us which could negatively impact our solvency position and net income, and/or

• a decrease of collateral values,

(2) result in increased surrenders of certain life & savings products, particularly, those with fixed rates below market rates,

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(3) require us, as an issuer of securities, to pay higher interest rates on debt securities we issue in the financial markets from time to time to finance our operations which would increase our interest expenses and reduce our results of operations, and/or

(4) result in decreased fee income associated with a decline in the variable annuity balances invested in fixed income funds.

A significant and sustained increase in inflation has historically also been associated with decreased prices for equity securities and sluggish performance of equity markets generally. A sustained decline in equity markets may:

(1) result in impairment charges to equity securities that we hold in our investment portfolios and reduced levels of unrealised capital gains available to us which would reduce our net income and negatively impact our solvency position,

(2) negatively impact performance, future sales and surrenders of certain products where underlying investments are often allocated to equity funds,

(3) negatively impact the ability of our asset management subsidiaries to retain and attract assets under management, as well as the value of assets they do manage, which may negatively impact their results of operations, and/or

(4) result in decreased fee income associated with a decline in the variable annuity balances invested in fixed income funds. In addition, in the context of certain property & casualty risks underwritten by our insurance subsidiaries (particularly ‘long-tail’ risks), a sustained increase in inflation with a resulting increase in market interest rates may result in (i) claims inflation (i.e., an increase in the amount ultimately paid to settle claims several years after the policy coverage period or event giving rise to the claim), coupled with (ii) an underestimation of corresponding claims reserves at the time of establishment due to a failure to fully anticipate increased inflation and its effect on the amounts ultimately payable to policyholders, and, consequently, (iii) actual claims payments significantly exceeding associated insurance reserves which would negatively impact our results of operations. In addition, a failure to accurately anticipate higher inflation and factor it into our product pricing assumptions may result in a systemic mispricing of our products resulting in underwriting losses which would negatively impact our results of operations.

Operational risks are inherent in our business.

Our businesses depend on the ability to process a large number of transactions efficiently and accurately. Although we endeavour to safeguard our systems, losses can result from inadequately trained or skilled personnel, IT failures, inadequate or failed internal control processes and systems, regulatory breaches, human errors, employee misconduct including fraud, or from external events that interrupt normal business operations. We depend on the secure processing, storage and transmission of confidential and other information in our computer systems and networks. The equipment and software used in our computer systems and networks may not always be capable of processing, storing or transmitting information as expected. Despite our business continuity plans and procedures, certain of our computer systems and networks, may have insufficient recovery capabilities in the event of a malfunction or loss of data. In addition, whilst we have polices and processes to protect our systems and networks they may be vulnerable to unauthorised access, computer viruses or other malicious code and other external attacks or internal breaches that could have a security impact and jeopardise our confidential information or that of our clients or our counterparts. These events can potentially result in financial loss, harm to our reputation and hinder our operational effectiveness.

We also face the risk that the design and operating effectiveness of our controls and procedures prove to be inadequate. Widespread outbreaks of communicable diseases, such as the outbreak of the H1N1 influenza virus, may impact the health of our employees, increasing absenteeism, or may cause a significant increase in the utilisation of health benefits offered to our employees, either or both of which could adversely impact our business. Unforeseeable and/or catastrophic events can lead to an abrupt interruption of activities, and our operations may be subject to losses resulting from such disruptions. Losses can result from destruction or impairment of property, financial assets, trading positions, and the loss of key personnel. If our business continuity plans are not able to be implemented or do not sufficiently take such events into account, losses may increase further. We have suffered losses from operational risk in the past and there can be no assurance that we will not suffer material losses from operational risk in the future.

Reinsurance may not be available, affordable or adequate to protect us against losses. We may also decide to reduce, eliminate or decline primary insurance or reinsurance coverage.

As part of our overall risk and capacity management strategy, we purchase reinsurance for certain risks underwritten by our various insurance business segments. Market conditions beyond our control determine the availability and cost of the reinsurance protection we purchase. Accordingly, we may be forced to incur additional expenses for reinsurance or may not be able to obtain sufficient reinsurance on acceptable terms, which could adversely affect our ability to write future business.

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In addition, we determine the appropriate level of primary insurance and reinsurance coverage based on a number of factors and from time to time decide to reduce, eliminate or decline coverage based on our assessment of the costs and benefits involved. In such cases, the uninsured risk remains with us.

Our business may be negatively affected by adverse publicity, regulatory actions or litigation with respect to us, other well-known companies or the financial services industry in general.

Adverse publicity and damage to our reputation arising from our failure or perceived failure to comply with legal and regulatory requirements, financial reporting irregularities involving other large and well-known companies, possible findings of government authorities in various jurisdictions which are investigating several rate setting processes, increasing regulatory and law enforcement scrutiny of ‘know your customer’ anti-money laundering, prohibited transactions with countries subject to sanctions, and bribery or other anti-corruption measures and anti-terrorist-financing procedures and their effectiveness, regulatory investigations of the mutual fund, banking and insurance industries, and litigation that arises from the failure or perceived failure by us to comply with legal, regulatory and compliance requirements, could result in adverse publicity and reputation harm, lead to increased regulatory supervision, affect our ability to attract and retain customers, maintain access to the capital markets, result in cease and desist orders, suits, enforcement actions, fines and civil and criminal penalties, other disciplinary action or have other material adverse effects on us in ways that are not predictable for our employees. Some of the legal proceedings may be brought on behalf of a class and plaintiffs may seek large or indeterminate amounts of damage, including compensatory, liquidated, treble and/or punitive damages. Our reserves for litigation may prove to be inadequate. It is possible that our results of operations or cash flow in a particular quarterly or annual period could be materially affected by an ultimate unfavourable resolution of pending litigation depending, in part, upon the results of operations or cash flow for such period. Given the large or indeterminate amounts sometimes sought, and the inherent unpredictability of litigation, it is also possible that in certain cases an ultimate unfavourable resolution of one or more pending litigation matters could have a material adverse effect on our financial condition. For additional information with respect to specific proceedings, see ‘Item 8. Financial Information — Legal Proceedings’.

RISKS RELATED TO THE RESTRUCTURING PLAN

The implementation of the Restructuring Plan and the divestments anticipated in connection with that plan will significantly alter the size and structure of the Group and involve significant costs and uncertainties that could materially impact the Group.

In November 2008 the Dutch State purchased the Core Tier 1 Securities, and in the first quarter of 2009 we entered into the Illiquid Asset Back-up Facility (‘IABF’) with the Dutch State, the structure of which has been since then modified as per the Amended and Restated Illiquid Assets Back-up Facility of 13 November 2012, in connection with the sale of ING Direct U.S. in February 2012. As a result of having received state aid through the Dutch State Transactions, we were required to submit a restructuring plan to the European Commission (‘EC’) in connection with obtaining final approval for the Dutch State Transactions under the EC state aid rules. On 26 October 2009, we announced our restructuring plan (‘Initial Restructuring Plan’), pursuant to which we were required to divest by the end of 2013 all of our insurance business, including the investment management business, as well as ING Direct U.S., which operated our direct banking business in the United States, and certain portions of our retail banking business in the Netherlands. The EC’s approval of the Initial Restructuring Plan was issued on 18 November 2009. On 28 January 2010 ING lodged an appeal with the General Court of the European Union (‘General Court’) against specific elements of the EC’s decision regarding the Initial Restructuring Plan. On 2 March 2012, the General Court partially annulled the EC’s decision of 18 November 2009. Subsequently, the EC filed an appeal against the General Court’s judgment before the Court of Justice of the European Union. In parallel, the EC adopted a decision on 11 May 2012 that re-approved the state aid granted to ING Group as compatible with the internal market on the basis of the Initial Restructuring Plan. On the same date, the EC adopted an interim decision which opened an investigation concerning certain amendments and elements of the Initial Restructuring Plan. On 24 July 2012, ING announced that the Dutch State and ING were in dialogue with the European Commission on an amended and updated Restructuring Plan to be submitted to the European Commission. However, in order to safeguard its legal rights, ING filed an appeal with the General Court of the European Union against the European Commission’s decision of 11 May 2012, which re-approved the Initial Restructuring Plan.

On 19 November 2012, ING and the Dutch State announced that they reached an agreement with the EC on significant amendments to the Initial Restructuring Plan (‘Amended Restructuring Plan’, and together with the Initial Restructuring Plan, ‘Restructuring Plan’). The Amended Restructuring Plan extended the time horizon and increased the flexibility for the completion of divestments and adjusted other commitments set forth in the Initial Restructuring Plan.

As a result of the Amended Restructuring Plan, the EC has closed its formal investigations as announced on 11 May 2012, and ING has withdrawn its appeal with the General Court filed in July 2012. Although EC’s appeal

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against the March 2012 ruling of the General Court is expected to continue, ING, the Dutch State and the EC have agreed that any outcome of this procedure will not affect the approval of the Amended Restructuring Plan. See Note 34 of the Notes to the consolidated annual accounts of ING Group in the 2012 Annual Report of ING Groep N.V for more information on and implications of the Amended Restructuring Plan.

The restrictions imposed by the Restructuring Plan could adversely affect our ability to maintain or grow market share in key markets as well as our results of operations. See ‘Risks Related to the Restructuring Plan. See ‘— The limitations required by the EC on our ability to compete and to make acquisitions or call certain debt instruments could materially impact the Group’.

There can be no assurance that we will be able to implement the Restructuring Plan successfully or complete the announced divestments on favorable terms or at all, particularly in light of the market developments in general as well as the fact that other financial institutions may place similar assets for sale during the same time period and may seek to dispose of assets in the same manner. Any failure to successfully implement the Restructuring Plan may result in EC enforcement actions or EC procedures and may have a material adverse impact on the assets, profitability, capital adequacy and business operations of the Group. Moreover, in connection with the implementation of the Restructuring Plan, including any proposed divestments, we or potential buyers may need to obtain various approvals, including of shareholders, works councils and regulatory and competition authorities, and we and potential buyers may face difficulties in obtaining these approvals in a timely manner or at all. In addition, the implementation of the Restructuring Plan may strain relations with our employees, and specific proposals in connection with the implementation may be opposed by labor unions or works councils. Furthermore, following the announcement of the Initial Restructuring Plan, for example, several of our subsidiaries were downgraded or put on credit watch by rating agencies. See ‘Risks Related to the Group’s Business, Operations, and Regulatory Environment — Ratings are important to our business for a number of reasons. A downgrade or a potential downgrade in our financial strength or our credit ratings could have an adverse impact on our operations and net results’.

Other factors that may impede our ability to implement the Restructuring Plan successfully include an inability of prospective purchasers to obtain funding due to the deterioration of the credit markets, insufficient access to equity capital markets, a general unwillingness of prospective purchasers to commit capital in the current market environment, antitrust concerns, any adverse changes in market interest rates or other borrowing costs and any declines in the value of the assets to be divested. Similarly, it may also be difficult to divest all or part of our insurance or investment management business through one or more initial public offerings. There can also be no assurance that we could obtain favorable pricing for a sale of all or part of our insurance or investment management business in the public markets or succeed in turning the relevant subsidiaries into viable stand-alone businesses. A divestment may also release less regulatory capital than we would otherwise expect.

Any failure to complete the divestments on favorable terms, could have a material adverse impact on our assets, profitability, capital adequacy and business operations. If we are unable to complete the announced divestments in a timely manner, we would be required to find alternative ways to reduce our leverage, and we could be subject to enforcement actions or proceedings by the EC. In particular, if we do not succeed in completing divestitures as described in the Amended Restructuring Plan within the timelines set out therein and/or do not succeed in satisfying the commitments with respect to Nationale Nederlanden Bank by year-end 2015 as described in the Amended Restructuring Plan, the Dutch State will re-notify this to the EC who may take any enforcement action, require additional restructuring measures and/or request the Dutch State to appoint a divestiture trustee with a mandate to complete the relevant divestiture with no minimum price.

The implementation of the divestments announced in connection with the Restructuring Plan, including the separation of the insurance and most of the investment management operations from the banking operations, will also give rise to additional costs related to the legal and financial assessment of potential transactions. The implementation may also result in increased operating and administrative costs. The process of completing the steps contemplated by the Restructuring Plan may be disruptive to our business and the businesses we are trying to sell and may cause an interruption or reduction of our business and the businesses to be sold as a result of, among other factors, the loss of key employees or customers and the diversion of management’s attention from our day-to-day business as a result of the need to manage the divestment process as well as any disruptions or difficulties that arise during the course of the divestment process. We may face other difficulties in implementing the Restructuring Plan and completing the planned divestments. For instance, the divestments, individually or in the aggregate, may trigger provisions in various contractual obligations, including debt and capital instruments, which could require us to modify, restructure or refinance those or other related obligations. We may not be able to effect any such restructuring or refinancing on similar terms as the current contractual obligations or at all. In addition, the announced divestments could be the subject of challenges or litigation, and a court could delay any of the divestment transactions or prohibit them from occurring on their proposed terms, or from occurring at all, which could adversely affect our ability to use the funds of the divestments to repay the remaining amount of the Core Tier 1 Securities, reduce or eliminate our double leverage and strengthen our capital ratios as anticipated and eliminate the constraints on competition imposed by the EC.

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The limitations required by the EC on our ability to compete and to make acquisitions or call certain debt instruments could materially impact the Group.

As part of our Restructuring Plan, we have undertaken with the EC to accept certain limitations on our ability to compete in certain retail, private and direct banking markets in the European Union and on our ability to acquire (i) financial institutions and (ii) businesses insofar this would delay our repayment of the remaining Core Tier 1 Securities held by the Dutch State. These restrictions in principle apply until the earlier of (1) 18 November 2015, and (2) the date upon which more than 50% of the required divestments has been made. We were also required to agree to limitations on our ability to call Tier-2 capital and Tier-1 hybrid debt instruments, which remain subject to authorisations by the EC on a case-by-case basis until the earlier of 18 November 2014 or the repayment of the remaining Core Tier 1 Securities (including the relevant accrued interest on Core Tier 1 coupons and exit premium fees). If the EC does not approve the calling of Tier-2 capital and Tier-1 hybrid debt instruments in the future, this may have adverse consequences for us, result in additional payments on these instruments and limit our ability to seek refinancing on more favorable terms. ING is furthermore restricted to a maximum ratio for mortgage production at ING Retail Banking Netherlands in relation to the mortgage production of Nationale-Nederlanden Bank until year-end 2015. The limitations described above will impose significant restrictions on our banking business operations and on our ability to take advantage of market conditions and growth opportunities. Such restrictions could adversely affect our ability to maintain or grow market share in key markets, as well as our results of operations.

Upon the implementation of the Restructuring Plan, we will be less diversified and may experience competitive and other disadvantages.

Following completion of the planned divestments under the Restructuring Plan, we expect to become a significantly smaller, regional financial institution focused on retail, direct and commercial banking in the Benelux region and certain other parts of Europe, as well as selected markets outside Europe. Although we will remain focused on banking operations, we may become a smaller bank than that represented by our current banking operations. In the highly competitive Benelux market and the other markets in which we operate, our competitors may be larger, more diversified and better capitalised and have greater geographical reach than us, which could have a material adverse effect on our ability to compete, as well as on our profitability. The divested businesses may also compete with the retained businesses, on their own or as part of the purchasers’ enlarged businesses. In addition, the restrictions on our ability to be a price leader and make acquisitions and on our compensation policies could further hinder our capacity to compete with competitors not burdened with such restrictions, which could have a material adverse effect on our results of operations. There can be no assurance that the implementation of the Restructuring Plan will not have a material adverse effect on the market share, business and growth opportunities and results of operations for our remaining core banking businesses.

Our restructuring programs may not yield intended reductions in costs, risk and leverage.

Projected cost savings and impact on our risk profile and capital associated with the Restructuring Plan are subject to a variety of risks, including:

• contemplated costs to effect these initiatives may exceed estimates;

• divestments planned in connection with the Restructuring Plan may not yield the level of net proceeds expected, as described under ‘Risks Related to the Restructuring Plan — The implementation of the Restructuring Plan and the divestments anticipated in connection with that plan will significantly alter the size and structure of the Group and involve significant costs and uncertainties that could materially impact the Group’;

• initiatives we are contemplating may require consultation with various regulators as well as employees and labor representatives, and such consultations may influence the timing, costs and extent of expected savings;

• the loss of skilled employees in connection with the initiatives; and

• projected savings may fall short of targets.

While we have begun and expect to continue to implement these strategies, there can be no assurance that we will be able to do so successfully or that we will realise the projected benefits of these and other restructuring and cost-saving initiatives. If we are unable to realise these anticipated cost reductions, our business may be adversely affected. Moreover, our continued implementation of restructuring and cost saving initiatives may have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our agreements with the Dutch State impose certain restrictions regarding the issuance or repurchase of our shares and the compensation of certain senior management positions.

In connection with the transactions with the Dutch State, the Dutch State was granted the right to nominate two candidates for appointment to the Supervisory Board (‘State Nominees’). The Dutch State’s nominees have veto rights over certain material transactions. For so long as the Dutch State holds at least 25% of the Core Tier

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1 Securities, for so long as the IABF is in place or for so long as any of the government-guaranteed senior unsecured bonds issued by ING Bank N.V. under the Credit Guarantee Scheme of the Netherlands (‘Government Guaranteed Bonds’) are outstanding, we are prohibited from issuing or repurchasing any of our own shares (other than as part of regular hedging operations and the issuance of shares according to employment schemes) without the consent of the State Nominees. In addition, under the terms of the Core Tier 1 Securities and IABF, we have agreed to institute certain restrictions on the compensation of the members of the Executive Board and senior management, including incentives or performance-based compensation. These restrictions could hinder or prevent us from attracting or retaining the most qualified management with the talent and experience to manage our business effectively. See ‘Risks Related to the Group’s Business, Operations, and Regulatory Environment — ING Group may be unable to retain key personnel’ above. Our agreements with the Dutch State have also led to certain restrictions imposed by the EC as part of the Restructuring Plan, including with respect to our price leadership in EU banking markets and our ability to make acquisitions of financial institutions and other businesses. See ‘— The limitations required by the EC on our ability to compete and to make acquisitions or call certain debt instruments could materially impact the Group’ above.

Whenever the overall return on the (remaining) Core Tier 1 securities issued to the Dutch State is expected to be lower than 10% p.a and/or in the event that ING does not repay the remaining Core Tier 1 securities in accordance with the repayment schedule that was submitted to the European Commission as part of the Amended Restructuring Plan, the European Commission may consider the imposition of additional behavioural constraints.

As stated in the decision of the European Commission of 12 November 2008 (in State aid N 528/2008 — The Netherlands), the Core Tier 1 state-aid measure must be (re)notified to the European Commission by the Dutch authorities if the overall return on the Core Tier 1 Securities of at least 10% p.a. is not expected to be achieved. In such a case, the European Commission may require additional (behavioural) constraints as a condition of the compatibility of the measure.

In 2011, ING reported to the Dutch authorities that ING has abstained from paying dividends on its shares for a period of two consecutive years (i.e. 2009 and 2010) as a result of which the EC opened an investigation into ING’s restructuring process. Following the approval of the Amended Restructuring Plan, the EC closed its formal investigations, and on 26 November 2012 ING repaid its first tranche of EUR 1,125 million to the Dutch State. This tranche consisted of EUR 750 million in repayment of Core Tier 1 Securities and EUR 375 million in premiums and interest. The remaining three tranches of EUR 1,125 million each will have a similar composition and are expected to be paid in November 2013, March 2014 and May 2015, respectively, translating into an overall internal rate of return of 12.5%. Any repayment of the remaining Core Tier Securities is conditional on approval from the DNB. Upon reaching the agreement on the Amended Restructuring Plan, ING indicated that it aims to repay the remaining Core Tier 1 Securities as soon as possible and accelerate repayments to the extent it is deemed prudent under prevailing financial circumstances. If the repayment of a tranche cannot be made in full or in part, ING will be required to make it up by a corresponding increase of the subsequent tranche to be repaid.

The Netherlands committed to re-notify the recapitalisation measure in the event that ING does not repay in full two consecutive tranches. Moreover, if ING does not repay a total of EUR 4.5 billion by 15 May 2015, the Dutch State commits to re-notify the recapitalisation measure.

If ING is unable to repay the remaining Core Tier 1 Securities according to the above-mentioned deadlines and other terms agreed with the European Commission, this could result in the European Commission imposing additional (behavioural) constraints on us or taking any enforcement action against us.

ADDITIONAL RISKS RELATING TO OWNERSHIP OF ING SHARES

Because we are a Dutch company and because the Stichting ING Aandelen holds more than 99.9% of our Ordinary Shares, the rights of our depositary receiptholders may differ from the rights of shareholders in other jurisdictions or companies that do not use a similar trust structure, which could affect your rights as an equity investor.

While holders of our bearer depositary receipts are entitled to attend and speak at our General Meeting of Shareholders (‘General Meeting’), voting rights are not attached to the bearer depositary receipts. Stichting ING Aandelen (‘Trust’) holds more than 99.9% of our Ordinary Shares, and exercises the voting rights attached to the Ordinary Shares (for which bearer depositary receipts have been issued). Holders of bearer depositary receipts who attend — in person or by proxy — the General Meeting must obtain and are entitled to voting rights by proxy from the Trust. Holders of bearer depositary receipts and holders of the American Depositary Shares (‘ADSs’) representing the bearer depositary receipts who do not attend the General Meeting may give binding voting instructions to the Trust. The Trust is entitled to vote on any Ordinary Shares underlying the bearer depositary receipts for which the Trust has not granted voting proxies, or voting instructions have not

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been given to the Trust. In exercising its voting discretion, the Trust is required to be guided primarily by the interests of the holders of bearer depositary receipts, while also taking into account:

• our interests, and

• the interests of our affiliates.

The Trust may, but has no obligation to, consult with the holders of bearer depositary receipts in exercising its voting rights in respect of any Ordinary Shares for which it is entitled to vote. These arrangements differ from practices in other jurisdictions, and accordingly may affect the rights of the holders of bearer depositary receipts and their power to affect ING’s business and operations.

The share price of ING shares has been, and may continue to be, volatile.

The share price of our bearer depositary receipts has been volatile in the past, and the share price and trading volume of our bearer depositary receipts may continue to be subject to significant fluctuations due, in part, to changes in our actual or forecast operating results and the inability to fulfil the profit expectations of securities analysts, as well as to the high volatility in the securities markets generally and more particularly in shares of financial institutions. Other factors, besides our financial results, that may impact our share price include, but are not limited to:

• market expectations of the performance and capital adequacy of financial institutions in general;

• investor perception of the success and impact of our strategies;

• investor perception of our positions and risks;

• a downgrade or review of our credit ratings;

• the implementation and outcome of our Restructuring Plan;

• potential litigation or regulatory action involving ING or sectors we have exposure to through our insurance and banking activities;

• announcements concerning financial problems or any investigations into the accounting practices of other financial institutions; and

• general market circumstances.

There can be no assurance that we will pay dividends on our Ordinary Shares in the future.

It is ING’s policy to pay dividends in relation to the long-term underlying development of cash earnings. Dividends can only be declared by shareholders when the Executive Board considers such dividends appropriate, taking into consideration the financial conditions then prevailing and the longer-term outlook. See ‘Item 8. Financial Information — Dividends’. Given the uncertain financial environment, ING will not pay a dividend over 2012 and until all remaining Core Tier 1 Securities have been repaid to the Dutch State and the Basel III requirements have been met. Furthermore, there can be no assurance that we will pay dividends in the future.

The remaining Core Tier 1 Securities issued to the Dutch State may be converted into Ordinary Shares or bearer depositary receipts and dilute existing shareholders.

The terms of the Core Tier 1 Securities permit us, on or after 12 November 2011, to convert any or all of the remaining Core Tier 1 Securities (EUR 2.25 billion per 26 November 2012) into Ordinary Shares or bearer depositary receipts on the basis of one Core Tier 1 Security for 1,335 Ordinary Shares on a one for one basis (subject to customary adjustments as may be necessary to preserve economic equivalence) or bearer depositary receipts. Any such conversion would dilute existing shareholders. If we exercise our conversion right, the Dutch State may opt to require us to redeem the Core Tier 1 Securities on the conversion date at the original issue price of EUR 10 per Core Tier 1 Security, together with the pro rata coupon, if due, accrued to such date.

Certain holders of ING shares may not be able to participate in future equity offerings with subscription rights.

We may undertake future equity offerings with or without subscription rights. In case of equity offerings with subscription rights, holders of ING shares in certain jurisdictions, however, may not be entitled to exercise such rights unless the rights and the related shares are registered or qualified for sale under the relevant legislation or regulatory framework. Holders of ING shares in these jurisdictions may suffer dilution of their shareholding should they not be permitted to participate in future equity offerings with subscription rights.

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Item 4. Information on the Company

GENERAL

ING was established as a Naamloze Vennootschap (a Dutch public limited liability company) on 4 March 1991, through the merger of Nationale-Nederlanden, which was the largest insurer in the Netherlands, and NMB Postbank Group, which was one of the largest banks in the Netherlands. ING Groep N.V. is incorporated under the laws of the Netherlands.

The official address of ING Group is:	The name and address of ING Groep N.V.’s agent in the United States is:
ING Groep N.V.	ING Financial Holdings Corporation
Bijlmerplein 888	1325 Avenue of the Americas
1102 MG Amsterdam	New York, NY 10019
P.O. Box 1800, 1000 BV Amsterdam
The Netherlands	United States of America
Telephone +31 20 563 6710	Telephone +1 646 424 6000

Our mission

ING’s mission is to set the standard in helping our customers manage their financial future. We aim to deliver financial products and services in the way our customers want them delivered: with exemplary service, convenience and at competitive prices.

Our profile

ING is a global financial institution of Dutch origin, currently offering banking, investments, life insurance and retirement services.

We are concentrating on our position as a strong European bank with attractive home market positions in Northern Europe and growth options in Central and Eastern Europe and Asia, while creating an optimal base for independent futures for our insurance operations (including investment management).

Our strategy

To serve the interests of all stakeholders, increase management focus and create value for shareholders, ING is moving towards full separation of its banking and insurance operations. The separation is part of the Restructuring Plan required by the European Commission in order to gain approval for the Dutch state aid received in 2008/2009.

ING Group’s strategic priorities are: strengthening our financial position, restructuring, streamlining the portfolio, repaying state aid and building both stronger banking and insurance/investment management businesses, all based on sound business ethics and good corporate citizenship.

ING Bank intends to be a strong, predominantly European bank, with leading domestic full-service banking positions in attractive, stable home markets, as well as a leading commercial bank in the Benelux with a strong position in Central and Eastern Europe. We will also continue to evolve our various ING Direct units into more mature full-service banking models. These initiatives in Europe, coupled with our positions outside Europe, should give the Bank attractive growth potential in the long term. ING will build on its global presence and international network and capitalise on its leadership position in gathering savings, multi-channel distribution, simple propositions and marketing.

On the insurance side, the focus will be to optimise returns and value for the business as we prepare for separation. We will focus on earning our customers’ trust through transparent products, value for money and superior service. This reflects our universal customer ideal: saving and investing for the future should be easier.

ING Insurance/Investment Management (IM) is preparing its businesses for standalone futures. ING Insurance/IM Europe and ING Insurance/IM US are preparing for base case initial public offerings (IPOs) and the sale of ING Insurance/IM Asia is in full progress. ING Insurance/IM will continue to focus on its customers and distributors by providing exemplary products and service.

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Our customers

ING serves a broad customer base, comprising individuals, families, small businesses, large corporations, institutions and governments.

Our stakeholders

ING conducts business on the basis of clearly defined business principles. In all our activities, we carefully weigh the interests of our various stakeholders such as customers, employees, supervisors, shareholders, civil society organisations and regulators.

Our corporate responsibility

ING wants to build its future on sustainable profit based on sound business ethics and respect for its stakeholders and to be a good corporate citizen. Our Business Principles prescribe the corporate values we pursue and the responsibilities we have towards society and the environment: we act with integrity, we are open and clear, we respect each other and we are socially and environmentally responsible.

CHANGES IN THE COMPOSITION OF THE GROUP

Acquisitions effective in 2012

There were no significant acquisitions in 2012.

Disposals announced in 2013

ING Vysya Life Insurance

In January 2013, ING announced it has agreed to sell its full interest in ING Vysya Life Insurance Company Ltd. to its joint venture partner Exide Industries Ltd. ING’s exit from the Indian life insurance joint venture is part of the previously announced intended divestment of ING’s Insurance and investment management businesses in Asia. The transaction is expected to result in a loss and therefore, the related goodwill has been reduced by EUR 15 million in the fourth quarter of 2012. Subject to regulatory approvals, the transaction is expected to close in the first half of 2013.

Disposals effective in 2012

Insurance businesses in Malaysia

In October 2012, ING announced that it has reached an agreement with AIA Group Ltd. on the sale of ING’s insurance operations in Malaysia, which include its life insurance business, its market-leading employee benefits business and its 60% stake in ING Public Takaful Ehsan Berhad. ING received a total cash consideration of EUR 1.3 billion. In December 2012, ING announced that it has completed the sale with a net transaction gain of EUR 745 million after tax.

ING Direct Canada

In August 2012, ING announced that it reached an agreement to sell ING Direct Canada for a total consideration of CAD 3.1 billion (approximately EUR 2.4 billion) to Scotiabank, a leading Canadian financial services company. ING Direct Canada had approximately CAD 40 billion in assets. The sale of ING Direct Canada lead to a transaction gain of EUR 1.1 billion after tax. Under the terms of the sale agreement, Scotiabank paid CAD 3.1 billion in cash for all of the shares in ING Bank of Canada, which is the formal name of ING Direct Canada. In addition to this, Scotiabank assumed the responsibility to redeem on 5 March 2013 (which is the first eligible call date after closing) a locally issued lower tier 2 bond (ISIN CA 456847AA01) with a total outstanding amount of CAD 321 million, which carries a guarantee from ING Bank. ING Direct Canada was included in the segment Retail Rest of World. In November 2012, ING announced that the transaction closed.

ING Direct USA

In June 2011, ING announced that it reached an agreement to sell ING Direct USA to Capital One Financial Corporation, a leading US- based financial holding company. In February 2012, ING announced that the transaction closed. Total proceeds of the transaction were approximately USD 9.0 billion (or approximately EUR 6.9 billion), including USD 6.3 billion in cash and USD 2.7 billion in the form of 54.0 million shares in Capital One, based on the share price of USD 49.29 at closing on 16 February 2012. These shares represented a 9.7% stake in Capital One at closing. The transaction resulted in a positive result after tax of EUR 489 million and had a positive impact on ING Bank’s core Tier 1 ratio of approximately 80 basis points at closing. This result included the release of the currency translation reserve and the available-for-sale reserve. The net negative cash proceeds from the divestment of ING Direct USA of EUR 10.3 billion (being the net amount of cash received of EUR 4.8 billion and cash included in the divestment of EUR 15.1 billion) is included in the cash flow statement in ‘Disposals and redemptions — group companies’. ING Direct USA was previously included in the segment Retail Rest of World (ING Direct). In September 2012, ING sold all of its shares in Capital One

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Financial Corporation as disclosed in Note 38 ‘Investment income’ of Note 2.1 to the consolidated financial statements.

In connection with the divestment of ING Direct USA, ING also completed the adjustment of the agreement with the Dutch State concerning the structure of the Illiquid Assets Back-up Facility (IABF) which was also announced on 16 June 2011. The amendment serves to de-link the IABF from ING Direct USA by putting ING Bank in its place as counterparty for the Dutch State. The IABF was further amended to ensure a continued alignment between ING and the State regarding exposure to the Alt-A portfolio. Reference is made to Note 34 ‘Related parties’ of Note 2.1 to the consolidated financial statements for details on the original agreement and the amendments made.

Disposals announced in 2012 but not closed in 2012

ING’s Insurance and investment management businesses in Asia

In 2012, ING’s Insurance and investment management businesses in Asia (‘Asia’) were classified as held for sale and discontinued operations. In 2012 various individual divestment transactions were agreed. The specifics of these transactions are included below. The Asian Insurance and Investment Management businesses and the reinsured Japan SPVA businesses in Corporate Reinsurance were previously included respectively in the segments Insurance Asia/Pacific and ING Investment Management and in the Corporate Line Insurance before they were classified as discontinued operations. Reference is made to Note 11 ‘Assets and liabilities held for sale’ and Note 26 ‘Discontinued operations’.

ING’s investment management business in Thailand

In November 2012, ING announced that it has reached an agreement to sell its investment management business in Thailand to UOB Asset Management Ltd. Under the terms agreed, ING will receive a total cash consideration of EUR 10 million for the investment management business in Thailand. The transaction is subject to regulatory approvals and is expected to close in the first half of 2013.

Insurance in Hong Kong, Macau, Thailand

In October 2012, ING announced that it has reached an agreement to sell its life insurance, general insurance, pension and financial planning units in Hong Kong and Macau, and its life insurance operation in Thailand to Pacific Century Group for a combined consideration of USD 2.1 billion (approximately EUR 1.6 billion) in cash. The transaction closed on 28 February 2013. A net gain of approximately EUR 950 million will be recognised in 2013. ING Investment Management’s funds management businesses in Hong Kong and Thailand are outside the scope of this transaction.

China Merchants Fund

In October 2012, ING announced that it has reached an agreement for the sale of its 33.3% stake in China Merchants Fund, an investment management joint venture, to its joint venture partners China Merchants Bank Co., Ltd., and China Merchants Securities Co., Ltd. Under the terms agreed, ING will receive a total cash consideration of approximately EUR 98 million. At closing of the transaction, ING expects the transaction to realise a net gain of approximately EUR 64 million which will be recognised on closing of the transaction. This transaction is subject to regulatory approvals and is expected to close in the second quarter of 2013.

ING’s Malaysian investment management business

In December 2012, ING announced that it has reached an agreement to sell its 70%-stake in ING Funds Berhad (IFB), ING’s investment management business in Malaysia, to Kenanga Investors Berhad (Kenanga Investors), a wholly owned subsidiary of K & N Kenanga Holdings Berhad (Kenanga). Tab Inter-Asia Services Sdn Berhad has also agreed to sell its 30% stake in IFB to Kenanga Investors. This transaction will not have a material impact on ING’s results and is subject to regulatory approvals. The transaction does not impact ING’s other businesses in the region and is expected to close in the first quarter of 2013.

ING Direct UK

In October 2012, ING announced that it has reached an agreement to sell ING Direct UK to Barclays. Under the terms of the agreement, the GBP 11.6 billion (approximately EUR 13.4 billion) of savings deposits and GBP 5.5 billion of mortgages (approximately EUR 6.4 billion) of ING Direct UK will be transferred to Barclays. The transfer resulted in an after tax loss of EUR 260 million which was recognised in 2012. In 2012, ING Direct UK is classified as held for sale. ING Direct UK is included in the segment Retail Rest of World. On 6 March 2013, ING announced that the transaction closed.

For the years 2011 and 2010, see Note 31 of Note 2.1 to the consolidated financial statements

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RECENT DEVELOPMENTS

On 22 February 2013, ING announced that Jan Hommen will step down from his position as CEO of ING Group per 1 October 2013. He will be succeeded as CEO by Ralph Hamers (1966, Dutch) currently CEO of ING Belgium. Jan Hommen’s current four-year term in the Executive Board will expire after the annual General Meeting (“AGM”) on 13 May 2013. The Supervisory Board will propose to the AGM to re-appoint him for the period until 1 October to ensure a smooth leadership transition. Ralph Hamers will be nominated as a member of the Executive Board per the AGM. As of 1 October 2013, he will succeed Jan Hommen and become the new CEO of ING Group. Following his appointment to the Executive Board Ralph Hamers will also become a member of the Management Board Banking (“MBB”), and Management Board Insurance EurAsia (“MBE”), and as of 1 October 2013 he will succeed Jan Hommen as CEO of the MBB and MBE. Decisions regarding the composition of the Board of ING U.S. are pending in light of its planned IPO. Jan Hommen was named a member of the Supervisory Board of ING Group in 2005 and its Chairman in 2008. In 2009, he became CEO of ING Group and Chairman of the Executive Board.

On 1 February 2013, the nationalisation of SNS Reaal, a Dutch financial institution, was announced. As a consequence of the arrangements made by the Dutch government, ING Bank and other Dutch banks will be required to pay an aggregate one-time levy of EUR 1 billion in 2014. For ING, based on current limited information, this is estimated to result in a charge of EUR 300-350 million. ING will carefully assess further details on the form, the amount and the timing of the levy as they become available. The Dutch Ministry of Finance has decided to postpone the introduction of the new Deposit Guarantee Scheme from 2013 to 2015.

As a consequence of the global financial crisis ING Bank has set up an all-encompassing recovery planning process to enhance the bank’s readiness and decisiveness to tackle financial crises on its own strength. ING Bank’s Recovery Plan has been submitted to and approved by DNB in 2012. Furthermore, in the course of 2012, DNB has requested ING Bank to prepare and submit information on the basis of which the Dutch Resolution Authorities will be able to develop a Resolution Plan. ING is diligently working towards providing this information and meeting the deadlines scheduled at end 2013 provided by DNB.

FINANCIAL AND REGULATORY ENVIRONMENT

Continuing challenges in the external environment had an impact on ING in 2012, the most prominent being the deepening of the eurozone sovereign debt crisis which created an extremely challenging financial market environment in the first half of 2012, until the European Central Bank (ECB) took action to relieve the immediate financial markets stress. The ECB’s efforts were probably the main reason for financial market stability from the third quarter onwards.

The current regulatory reforms taking place in the financial sector are aimed at making it more resilient to external shocks, and they have an impact on ING. We support the need to make financial institutions more resilient and the system as a whole more stable. We support the overall majority of international, European and national measures being undertaken, such as the required strengthening of banks’ core capital base. However, ING is concerned about the cumulative impact of the many different measures, the uncertainty when and in what form they will be implemented, and how they will affect our role in financing the real economy.

Challenges in financial environment remain

The sovereign debt crisis continued in 2012 and its negative effect on the real economy escalated. Since the third quarter of 2012, the general financial market sentiment in the eurozone and in the US improved. By contrast, the real economy deteriorated in most of Europe during the second half of the year.

Eurozone sovereign debt crisis affected the credit and equity markets in 2012

The uncertainty about the future of the euro, combined with austerity measures taken in certain European Union member states, are among the reasons why the eurozone has been pushed back into recession. A modest recovery is only slowly taking hold in the US, while Chinese growth came off the boil in 2012. Globally, central banks have been providing additional support. Although this support probably has not been effective in curing the world’s economic ills, it did stabilise financial markets.

Both in the eurozone and the US, credit spreads followed a similar pattern during the year. In the first quarter, they decreased as market sentiment improved, which was fuelled by the ECB’s Long Term Refinancing Operation (of which ING made no use). However, market sentiment deteriorated again at the end of the second quarter due to concerns about a possible break-up of the eurozone. From the third quarter onwards credit

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market sentiment improved (and therefore credit spreads were down) again, mainly because of the ECB expressing its commitment to the euro. The ECB president’s promise of unlimited, if conditional, sovereign bond buying — the so called Outright Monetary Transactions — in August and September 2012 eased immediate stress. Since then, there has been an uneasy market balance, despite no actual ECB intervention. During 2012, equity indices followed a pattern that mirrored credit spreads, with an overall improvement over the whole year.

Europe falls behind, signs of revival in US economy

Austerity measures started to weigh heavily on the eurozone economy in 2012. As unemployment increased, consumer spending remained weak and companies postponed investment decisions. Economic growth in the eurozone turned negative in the second quarter and remained negative for the rest of 2012. European financial markets remained under stress in the first half of the year.

Whilst Europe was mired in recession, the US economy showed some signs of revival in the second half of 2012. The US housing market slowly recovered, with prices stabilising and construction activity recovering. Unemployment was trending downward, reinforcing ING’s view of a recovery slowly taking hold in the US.

The prolonged low growth period in the advanced economies had a negative impact on consumption, capital investment expenditures and job creation in the emerging countries. Governments in China, India, Brazil, Turkey and other emerging markets shifted their focus to reducing government deficits. Risk aversion by foreign investors around the world reduced non-debt capital flows to emerging markets, forcing them to increase domestic savings to finance new capital investments. China suffered a growth slowdown in 2012, but the economy showed signs of picking up again towards the end of the year.

The uncertain economic outlook and the turbulence on financial markets in 2012 were among the factors that made ING Bank put extra focus on funding, capital and liquidity.

IMPORTANT CHANGES IN REGULATION AND SUPERVISION

The most prominent development in 2012 was the agreement reached among the heads of European Union member states on the introduction of a European banking union. Agreement on the details and timetable is likely to take some time.

Banking union/single supervisory mechanism

ING supports the concept of a banking union based on four main pillars: a single supervisory mechanism (SSM), a single rulebook for prudential regulation, a common framework for recovery and resolution, and a harmonised deposit guarantee scheme. Such a union is likely to reduce fragmentation in the interbank and wholesale markets and increase the integrity of the European single market and European single currency.

The SSM, which will give strong powers to the ECB for the supervision of all banks in the euro area, with a mechanism for non-eurozone countries to join voluntarily, is an important first step in achieving a banking union. It is crucial that the ECB has exclusive responsibility to carry out specific prudential tasks. Furthermore, a consistent application of the single rulebook, a single set of rules for all banks in the euro area, is key as it will diminish discrepancies between national supervisory practices. Important tasks like the authorisation of credit institutions, assessment of acquisitions and disposals, the authority to ensure compliance for capital, liquidity regime and leverage ratios, and the imposition of additional capital buffers for prudential and countercyclical reasons should be the exclusive responsibility of the ECB for all banks in the participating member states.

Regulations drive up capital requirements

The Capital Requirements Directives (CRD III and CRD IV) have already affected and will continue to increase the capital requirements for all banks in Europe, including ING. ING recognises the importance of mitigating systemic risk. As expected, the G20 in 2012 included ING on its list of Global Systemically Important Banks (G-SIBs). G-SIBs will be required to hold an additional buffer above the 7% core Tier 1 buffer of Basel III, to be phased in between 2016 and 2019. ING is in one of the lower categories, and therefore subject to an additional requirement of 1%. In addition, the Dutch regulator indicated that the national capital requirements for systemically important banks in the Netherlands will be in the range of 1-3% including the G20 international requirement mentioned above. ING is expected to be in the highest category in the Netherlands. These requirements must be met by 2019. The Dutch Government agreed in October 2012 that the timetable for the additional buffers for Systemically Important Financial Institutions (SIFIs) will be brought forward in a responsible way, taking the international situation into account. As for macro-prudential tools, CRD IV will introduce a Systemic Risk Buffer which will apply to the whole or parts of the banking sector and will be covered by the core Tier 1 capital ratio. The systemic risk buffer is one of the most important deviations from the Basel III rules, as Basel does not recognise systemic risk. The details and impact of this buffer can only be assessed

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once CRD IV has been finalised. The delay in the implementation of CRD IV, which was scheduled for 1 January 2013, has created uncertainty about how the regulations will evolve and when they will be implemented. In particular, ING is concerned about the cumulative impact of all the various capital buffers, and the timing of their implementation.

Regulatory measures that impact liquidity

The liquidity position of European banks, including ING, is being shaped by CRD IV, and, in the case of ING, by regulations from DNB. The observation period of the Liquidity Coverage Ratio (LCR) was intended to start in the EU in January 2013, but this has not happened because CRD IV has been delayed. Based on input from various parties, the European Banking Authority (EBA) will incorporate reporting on a broader range of assets and will decide by 2015 on the final eligibility criteria for liquid assets. In January 2013, the Basel Committee on Banking Supervision (BCBS) announced a number of changes — both in content and planning of implementation — for the LCR. The proposed widening of the list of eligible assets for the LCR by the BCBS will be included in CRD IV.

EU crisis management framework

The draft Crisis Management Framework Directive was published in June 2012, and is still under discussion at the European Parliament and the European Council. The most important elements are: recovery and resolution planning, bail-in requirements and the financing of resolution arrangements. Bail-in requirements are planned to enter into force by 2018, the other parts in 2014.

ING favours the use of a designated bail-in liability class where the bail-in capital consists of subordinated instruments that may be written-down or converted in a resolution scenario with clear triggers attached to it. Banks should build up a sufficiently large layer of bail-inable debt that should be clearly defined, so that its position within the hierarchy of debt commitments in a bank’s balance sheet is clear, and investors understand the eventual treatment in the event of resolution.

ING Bank submitted its recovery planning package to DNB in November 2012. These included detailed tasks and responsibilities for (i) recovery in case of financial crisis, (ii) monitoring of metrics, (iii) maintenance of the recovery planning package, and (iv) implementation of certain recovery planning activities. Except for responsibilities related to recovery these tasks and responsibilities are embedded in the regular, going-concern organisation and processes. ING has defined a crisis operational framework — with several specific governance arrangements — that will be initiated in case of recovery. Similarly, ING has set up a procedure to monitor the metrics and a decision-making process to determine whether or not the recovery plan should be activated.

Furthermore, in the course of 2012, DNB has requested the largest Dutch banks to prepare and submit information on the basis of which they will be able to develop a Resolution Plan. ING is diligently working towards providing this information and meeting the deadlines provided by DNB.

Bank structural reform

The European Commission’s High-level Expert Group on Bank Structural Reform, better known as the Liikanen Committee, published its report on reforming the EU banking sector on 2 October 2012. If the size of certain trading activities compared to a bank’s total activities exceeds certain thresholds, the Liikanen Committee recommends that it may be necessary to require legal separation of these activities into a separate trading entity. The shares of this trading entity could be held by a bank holding company that also holds the shares of the deposit bank. In addition, the Liikanen Committee made a number of other recommendations regarding bail-in instruments, capital requirements and governance and control. The impact of the Liikanen recommendations on ING’s business model is unclear, not in the least because it is uncertain if and to what extent the European Commission will follow the Liikanen Committee separation recommendation in its legislative proposal, which is expected around the summer of 2013.

ING believes in the strength of the universal banking model, combining retail and commercial banking activities. The universal banking model brings major benefits in terms of risk diversification, capital and liquidity management, consumer choice and fulfilling the needs of long-term customer banking relationships. Commercial banking activities within ING provide key support in terms of debt capital markets, hedging, cash management, trade finance and project finance, which helps serve the growing demand for integrated services, from large corporations and small and medium-sized enterprises (SMEs). The synergies achieved by combining this wide range of services within a universal bank would be lost if parts of these activities were separated or ring-fenced. ING is of the opinion that moving activities not permitted in a deposit bank into a trading bank would be detrimental to the ability of banks to serve their customers.

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Trading activities account for only a small percentage of ING’s overall activities. Many of the activities booked in the trading book are directly related to providing services to customers, such as hedging risks and securities underwriting. If trading activities had to be separated from the rest of the bank’s activities, providing such customer services would no longer be possible within one bank, also due to the large exposure rules.

In the Netherlands, the Wijffels Committee, named after the Dutch representative in the Liikanen Committee, was established in October 2012. The task of the Wijffels Committee is to advise the Dutch government on a number of topics, including applying the recommendations of the Liikanen Committee to Dutch banks, or whether additional measures are needed. The Wijffels Committee has been asked to submit its report by 15 June 2013.

Solvency II

During 2012, ING Insurance/Investment Management devoted much attention to preparing to meet the Solvency II capital adequacy requirements. Both in the head office and in the business units, many measures have been taken to upgrade our existing risk measurement and risk reporting to the required levels.

During the course of 2012 it became increasingly likely that the Solvency II framework would not be transposed into national law by the official deadline 1 January 2014, giving the insurance industry more time. Although ING Insurance/Investment Management sees many potential advantages of Solvency II over the existing Solvency I framework, we recognise that the Solvency II framework may have severe consequences, particularly on business models in which long-term guarantees are offered to customers. ING will therefore continue to take part in discussions with the industry and regulators to develop a more workable framework.

In parallel with these preparations, further development of Solvency II continued. Some progress was made on the Omnibus II Directive — the Directive that will amend the already-agreed level 1 Solvency II Directive — yet the legislative process was delayed when the trilogue partners (European Commission, European Parliament and the Council) failed to come to an agreement. The main area of disagreement is the treatment of long-term guarantees under Solvency II. Ultimately, the deadlock was broken with their agreement on an impact assessment, to be executed early 2013. During the trilogue discussions, ING stressed the importance of appropriate long-term guarantee measures. A failure to put in place appropriate measures would diminish insurers’ ability to provide such long-term guarantees, and undermine the role of insurers as long-term investors and stabilisers of the economy. Together with other insurance companies ING proposed an appropriate balance, which will be tested in a forthcoming impact assessment.

ING recognises that the disagreements on the treatment of long-term guarantees have led to a significant delay in implementing Solvency II. We also recognise that the delay has prompted some member states to consider implementing elements of Solvency II ahead of the official date. As this would create an uneven playing field and impede standardised supervision, it is important for everyone to agree on a realistic timeline as soon as possible. ING will continue to play a part in industry discussions on Solvency II.

Comframe

On 2 July 2012, the International Association of Insurance Supervisors released a working draft on the Comframe ‘Insurance core principles’. Comframe, short for ‘Common Framework for the Supervision of Internationally Active Insurance Groups (IAIGs)’, has three main objectives: (i) develop methods of operating group-wide supervision of IAIGs, (ii) establish a comprehensive framework for supervisors to address group-wide activities and risks, and (iii) foster global convergence. The working draft received harsh criticism from supervisors and industry alike for being too detailed and too prescriptive. The IAIS will open Comframe up for a second round of consultation in 2013. Finalisation is not expected until 2018.

Global Systemically Important Insurers (G-SIIs)

In 2012, discussions on the methodology to identify Global Systemically Important Insurers, or ‘G-SIIs’ in the terminology of the International Association of Insurance Supervisors (IAIS), continued. In those discussions, insurers have stressed that non-traditional, non-insurance activities should lie at the heart of G-SII identification. Regulators appear to prefer a much broader assessment also taking into account size and interconnectedness. A list of G-SIIs identified with this methodology is expected in the second quarter of 2013. In the meantime, the IAIS developed a policy on dealing with G-SIIs that was published for consultation. More discussions on this policy are expected in 2013.

EU unisex rule

In March 2011, the European Court of Justice ruled that insurers in Europe cannot differentiate in price or benefits for the same insurance products, based on gender. This gender-neutral pricing, commonly called the

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unisex rule, states that as of 21 December 2012 life insurers must offer products that are identical for men and women. To comply with this new regulation, all product portfolios across the insurance business units were reviewed. More than 90 products were re-priced in ING Insurance Central and Rest of Europe. In the Benelux, all products available for sale were reviewed in the past two years to ensure they were compliant with the EU unisex rule. From 21 December 2012, all ING Insurance’s products available for sale throughout the European Union have been compliant with the rule.

Alternative investment fund managers directive

During 2012, ING Investment Management spent considerable time and effort familiarising the organisation with the requirements of the Alternative Investment Fund Managers Directive (AIFMD), which was agreed in 2011 and comes into effect in July 2013. In July 2012, further details of the AIFMD became clear through a draft text publication. Since then the EC has missed its deadline of September 2012 for the publication of the final version of that text due to discussions on some of the detailed AIFMD measures. ING is awaiting publication of the final text and will continue to prepare the organisation for timely compliance with the AIFMD.

ING Bank reached agreement with the U.S. authorities

On 12 June 2012, ING Bank entered into a Settlement Agreement with U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) and Deferred Prosecution Agreements with the Department of Justice, the United States Attorney’s Office for the District of Columbia and the District Attorney of the County of New York (together the “U.S. Authorities”) in relation to the investigation by those agencies into compliance with U.S. economic sanctions and U.S. dollar payment practices until 2007. Under the terms of the Deferred Prosecution Agreements, no further action will be taken against ING Bank if it meets the conditions set forth in the agreements during an 18-months period. As part of the settlement, ING Bank has paid a total penalty of EUR 473 million. As announced on 9 May 2012, ING Bank recognised a provision in the first quarter of 2012 by which this issue has been sufficiently covered. ING Bank has cooperated closely and constructively with regulators and other authorities throughout this process. The U.S. Authorities have recognized ING’s substantial cooperation in the resolution and ING’s efforts and commitment to continuously enhance compliance within the organization.

Dutch regulatory developments

Dutch Coalition Agreement

On 29 October 2012, the Dutch coalition government agreement was presented. It contained some far reaching policy intentions for the banking sector which have still to be translated into legislation and pass through the Dutch parliament and senate. They include:

• The implementation of the capital requirements for SIFIs (SIFIs buffer) to be brought forward in a responsible way, based on a risk assessment and taking into account the need for an international level playing field.

• Dutch government support for a possible financial transaction tax (FTT) for the financial sector and membership of the group of EU member states exploring the possibilities of imposing an FTT in parts of the EU. However, a condition for the Dutch Government’s support of any form of FTT is the exemption of Dutch pension funds.

• Legally capping variable remuneration, such as annual bonuses, in the financial sector at 20% of fixed remuneration.

• Stricter screening of bank employees to reduce risks.

• Enshrining banks’ duty of care in law.

• Introducing proposals to better protect citizens’ savings against high-risk banking, to be based on the advice of the Wijffels Committee.

Moreover, the Dutch government has introduced a mandatory oath for Executive and Supervisory Board members of financial institutions licensed in the Netherlands, effective per 1 January 2013. In this oath, the Executive and Supervisory Board members of the relevant ING entities licensed in the Netherlands, declare that they (i) will perform their duties with integrity and care (ii) will carefully consider all the interests involved in the company, i.e. those of the customers, the shareholders, the employees and the society in which the company operates, (iii) in that consideration, will give paramount importance to the customer’s interests and inform the customer to the best of their ability, (iv) will comply with the laws, regulations and codes of conduct applicable to them, (v) will observe secrecy in respect of matters entrusted to them, (vi) will not abuse their knowledge, (vii) will act in an open and assessable manner and know their responsibility towards society and (viii) will endeavour to maintain and promote confidence in the financial sector. If they break the oath, the supervisory authority (DNB/AFM) can decide to reassess their suitability.

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The coalition agreement also contains a number of measures affecting the Dutch housing market. One of these is the curtailment of mortgage interest deduction for income tax purposes: interest on new mortgages will only be tax deductible under specified repayment conditions.

The policy intentions for the insurance sector include:

• Measures to be taken in the area of second pillar pensions basically focus on reducing the tax-favoured treatment of second pillar pensions per 1 January 2015.

• The increase of the insurance premium tax from 9.7% to 21% per 1 April 2013, causing a significant increase in insurance policy premiums.

• Fees for advice on annuities and disability insurance will no longer be tax-deductible, causing the price for advice to rise.

Bank Levy

On 1 July 2011, the Dutch Ministry of Finance announced a temporary reduction of the real estate transfer tax from 6% to 2% (a tax on property transactions). In this announcement, several ways of funding the reduction were identified, the introduction of a bank tax being one of them. The levy entered into force in 2012. Dutch and non- Dutch entities with banking activities in the Netherlands come within its scope. The taxable base of the levy is the liability side of the global consolidated balance sheet, with exemptions for equity, for deposits that are covered by a deposit guarantee scheme, and for certain liabilities that relate to insurance business.

The levy on short-term funding liabilities (less than one year) is twice as high as the levy on long-term funding liabilities (more than one year). Of the total yearly tax proceeds of EUR 600 million, EUR 175 million is borne by ING. If a bank violates the 1:1 fixed remuneration- to-variable remuneration ratio for board members set out in the Dutch Banking Code, the levy percentage will be increased. For ING, the levy increase will not be triggered as long as no bonuses are paid to the Executive Board of ING Group. Moreover, banking taxes paid by ING in other countries amounts to EUR 55 million in 2012. We believe the timing and motivation for such a bank levy to be inopportune given the economic climate and conditions in financial markets. There is also a risk that banks such as ING will face double taxation, i.e. taxation by more than one country per bank activity.

Deposit Guarantee Scheme

In August 2011, the Ministry of Finance and DNB published their proposal to establish an ex-ante funded (i.e. pre-funded) Deposit Guarantee Scheme (DGS) in the Netherlands. The scheme was expected to be introduced on 1 July 2013. However, as a consequence of the arrangements made by the Dutch government related to the nationalisation of SNS REAAL, ING and the other Dutch banks will be required to pay a one-time levy of EUR 1 billion in 2014. For ING, based on current limited information, this is estimated to result in a charge of EUR 300-350 million. To avoid a disproportionate financial burden for banks and in view of the ability of banks to lend to the real economy the ex-ante DGS contribution has now been postponed by two years until 1 July 2015.

The target level of the fund will be 1% of total guaranteed deposits in the Netherlands. This is about EUR 4 billion now, to be built up, in principle, in 15 years. The main element of the proposal is that for each bank the individual target amount is defined as 1% of its guaranteed deposit base. To reach this individual target amount, every bank pays a base premium of 0.0167% per quarter of its guaranteed deposits. Additionally, a risk add-on of 0%, 25%, 50% or 100% of the base premium has to be paid by every bank, depending on its risk weighting. We expect the cost for ING to amount to EUR 100 to 150 million on a yearly basis as of the start date of the DGS contribution. The banking industry is in discussions with the Ministry of Finance on several aspects of the DGS, including banks’ individual contributions and the fund’s target size.

The Banking Code Monitoring Committee

A committee to monitor banks’ compliance with the Dutch Banking Code was set up in 2010 and in December 2012 it presented its report. It concluded that Dutch banks had made good progress on implementing the Code, but that more could be done and that banks should put more effort into communicating their efforts to the general public.

Dutch Parliamentary Committee on the Financial System

The Dutch Parliamentary Committee on the Financial System (‘Commissie De Wit’) held a Parliamentary Inquiry from November 2011 to January 2012. Its mandate was to analyse the acute problems that developed in the Dutch financial system between September 2008 and January 2009, to assess the measures taken to deal with those problems, and to draw lessons for the future. Key people from the Dutch financial sector were interviewed and the Committee presented its report to the Dutch Parliament in April 2012.

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The Commissie De Wit formulated 20 recommendations, of which 9 are relevant to banks. Recommendations include those on contributions to the Deposit Guarantee Scheme, investigating the possibility of ring-fencing bank activities outside the EU, and creating a strong European banking supervisor.

GROUP STRATEGY

Since the financial crisis of 2008/2009, ING has put more emphasis on its priorities to put the customer first, to better balance the interests of all stakeholders, and to have strong, financially sustainable, simpler businesses. In 2012, several important milestones were reached. First, we strengthened our capital, funding and liquidity positions to meet future regulatory requirements (Basel III), and continued to take a prudent approach to risk in a volatile external environment. Second, ING and the Dutch State reached an agreement with the European Commission (EC) in November 2012 on a amended Restructuring Plan. This has given us more flexibility in completing the divestments and making adjustments on other commitments in light of the market environment, economic climate and more stringent regulation. Third, ING’s repayments (including premium payments) to the Dutch State exceeded the principal amount of capital support provided in 2008. Among all the European banks that received state aid following the crisis, ING is one of the furthest advanced in repaying it; above that with a significant premium.

Moreover, ING updated and streamlined its remuneration policy, and continued to reduce its risk profile. Sustainability has become more central to ING’s strategy and we continue to foster dialogue with all existing and new stakeholders. ING sharpened its strategy for the Bank, and further reduced the size of the Bank’s balance sheet and simplified its product range, making the company easier to manage. At the same time, we managed to increase service levels, which has won ING Bank several industry awards. On the Insurance and Investment Management side, we announced the first five sales of its Asian Insurance/IM units, and both ING U.S. (which is the new name for Insurance and IM activities in the US) and ING Insurance/IM Europe made strides in their initial public offering (IPO) preparations.

STRENGTHENING THE FINANCIAL POSITION

ING places great importance on strengthening its financial position in order to put itself in the best position to facilitate the real economy. Despite persistent market volatility and uncertain economic recovery in the eurozone and elsewhere, which caused ING Group’s net result to decline to EUR 3,894 million, we gained in financial strength in 2012. We said that capital, funding and liquidity would come before profit in 2012 and we delivered in full on that promise. Capital and funding improved, our liquidity position remained strong, earnings remained resilient, and net exposure to riskier asset classes and activities declined.

In January 2012 the Bank unveiled Ambition 2015, a set of aspirations that included generating more capital and attaining a core Tier 1 capital ratio under Basel III of at least 10% by 2013. The core Tier 1 ratio strengthened to a solid 11.9% under Basel II and 10.4% under Basel III by the end of the fourth quarter 2012 (on a pro-forma basis, taking into account the impact of new accounting rules on pensions, IAS 19R, which came into effect on January 2013). ING was also able to achieve a liquidity coverage ratio of more than 100% in 2012; a level we aimed at for 2015. In line with Ambition 2015, ING Bank’s balance sheet optimisation is on track. The balance sheet was reduced by EUR 137 billion since September 2011 of which EUR 85 billion was related to the sales of ING Direct Canada and ING Direct USA.

ING Bank’s decrease of its underlying result before tax was mainly driven by higher loan losses, losses from active de-risking, negative credit and debt valuation adjustments and the Dutch bank levy. Our strong funding position enabled us to continue supporting our customers through lending in 2012, despite the challenging external circumstances. ING will strive to further strengthen its financial position by improving operating performance, boosting income and lowering risk and costs.

The Insurance/Investment Management operating profit decreased in 2012, mainly because of a lower technical margin, higher expenses and higher deferred acquisition costs in the life business and lower non-life results during the year. The underlying result was heavily affected by losses on hedges, as ING Insurance focused on protecting regulatory capital amid volatile financial markets.

GOOD PROGRESS ON AND RENEWAL OF RESTRUCTURING PLAN

During 2012, ING made progress on its restructuring plan to fully separate its banking and insurance and investment management activities in a challenging operating environment. We announced the first five sales of our Asian Insurance/IM units, and Insurance U.S. continued with its IPO preparations. Moreover, ING and the Dutch State, reached an agreement with the EC to significantly amend the 2009 Restructuring Plan.

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Delivering on restructuring

To obtain approval from the EC in November 2009 for the support received from the Dutch State during the financial crisis, ING had to divest WestlandUtrecht Bank by 2012, and ING Direct USA and all ING’s insurance and investment management operations by the end of 2013.

During the past few years the following important milestones have been reached:

• The operational separation of the insurance and banking activities, completed at the end of 2010.

• The sale of almost all of the Latin-American Insurance/IM operations in 2011.

• The sale of ING Direct USA, completed in February 2012.

• The first three sales of the Asian Insurance/IM units, announced in October 2012. Two additional sales were announced in November and December 2012.

• In November 2012, ING U.S. filed the registration statement for its IPO.

The first sale among the Asian Insurance/IM units, announced in October 2012, was ING’s 33.3% stake in China Merchants Fund, an investment management joint venture, to the joint venture partners China Merchants Bank, and China Merchants Securities for EUR 98 million in cash and a net gain of EUR 64 million. The second sale announced in October 2012 and closed in December 2012, was that of the insurance businesses in Malaysia to AIA Group. ING received approximately EUR 1.3 billion in cash in this transaction, which delivered a net transaction gain at closing of EUR 745 million. The third sale was the sale of the life insurance, general insurance, pension and financial planning units in Hong Kong and Macau, and ING’s life insurance operation unit in Thailand, to the Pacific Century Group (PCG). The sale proceeds of EUR 1.64 billion in cash for this combined transaction, result in a net gain of approximately EUR 1 billion. The fourth sale, announced in November 2012, was ING’s investment management business in Thailand to UOB Asset Management for EUR 10 million in cash. The fifth sale, announced in December 2012, was ING’s IM business in Malaysia to Kenanga. All divestments mentioned are expected to close at the latest in the first half of 2013. ING has incurred over EUR 500 million in expenses in executing the 2009 Restructuring Plan since it started.

Amendments to the Restructuring Plan

ING announced in November 2012 that, together with the Dutch State, it had reached an agreement with the EC on significant amendments to the Restructuring Plan.

The amendments extend the time horizon and increase the flexibility for the completion of divestments and adjust other commitments in light of the market conditions, economic climate and more stringent regulation.

Under the amendments, the final dates for divesting the insurance and investment management businesses have been extended as follows:

• The divestment of more than 50% of the Asian Insurance/IM operations has to be completed by year-end 2013, with the remaining interest divested by year-end 2016. The divestment of at least 25% of ING U.S. has to be completed by year-end 2013, more than 50% has to be divested by year-end 2014, with the remaining interest divested by year-end 2016.

• The divestment of more than 50% of Insurance/IM Europe has to be completed by year-end 2015, with the remaining interest divested by year-end 2018.

• As ING has committed to eliminate double leverage, proceeds from the divestments will be used to that end, while ensuring adequate leverage ratios for the insurance holding companies.

The base case scenario for the divestment of Insurance Europe/IM and ING U.S. is through an IPO process. We are determined to maintain the momentum of the programme achieved over the past four years. We will continue our efforts to improve our performance, serving our customers, prudently managing risks and expenses to make sure that when the circumstances are right, we will be ready for the next phase in restructuring and realigning our businesses. The timing of divestments will depend on market conditions and readiness, including performance. The process of divesting the remaining Insurance and IM units in Asia continues. ING is committed to conduct these processes with the utmost diligence in the interest of all stakeholders, including customers, employees, distribution partners and shareholders.

Under the terms of the original Restructuring Plan, ING was required to divest WestlandUtrecht Bank by 2012. However, due to market circumstances and changing regulatory requirements, this has not been feasible.

Under the amended terms of the Restructuring Plan, the commercial operations of WestlandUtrecht Bank will be combined with the recently created Nationale-Nederlanden Bank, which is to be divested as part of Insurance/IM Europe. The retail banking businesses will be integrated in the course of 2013 and will operate under the Nationale-Nederlanden brand, with the goal of becoming a competitive retail bank in the Dutch market with its own funding capabilities and a broad distribution network. Nationale-Nederlanden Bank will offer a broad and

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coherent product line, with mortgages, savings, bank annuities (‘banksparen’), investments and consumer credit products, combined with the core retail insurance products of Nationale- Nederlanden.

ING has committed itself to ensuring that NN Bank reaches certain targets for mortgage production and consumer credit until 31 December 2015 or until the date on which more than 50% of the Insurance/IM Europe operations has been sold, whichever date comes first. Furthermore, ING has agreed to a maximum ratio for mortgage production at Retail Banking Netherlands in relation to mortgage production of NN Bank until year-end 2015.

The 2009 Restructuring Plan included restrictions on acquisitions and restrictions on price leadership for certain products in EU markets. These restrictions will continue to apply until 18 November 2015 or until more than 50% of each of the Insurance/IM operations has been divested, whichever date comes first.

The price leadership restrictions in Europe will be amended to reflect specific conditions in various local markets. Under the amendments, the constraint no longer applies in the Netherlands, and ING Direct in the EU will refrain from offering more favourable prices than its best priced direct competitor among the 10 financial institutions having the largest market share in the respective countries.

The calling or buy-back of Tier 2 capital and Tier 1 hybrid securities will continue to be proposed for authorisation to the European Commission on a case by case basis until ING has fully repaid the core Tier 1 securities to the Dutch State, but ultimately until 18 November 2014, whichever date comes first. Notwithstanding this restriction, ING was allowed to call the EUR 1.25 billion ING Verzekeringen N.V. hybrid per 21 December 2012.

The amended Restructuring Plan was formally approved by an EC decision on 16 November 2012. As a result, the EC closed its formal investigations that were announced on 11 May 2012 and ING also withdrew its appeal at the General Court of the European Union, which was filed in July 2012. For principal legal reasons, the EC has continued with its appeal against the General Court ruling of March 2012. However, ING, the Dutch State and the European Commission agreed that any outcome of this procedure will not affect the agreement as announced in November 2012. We believe that the amended Restructuring Plan is in the interest of all stakeholders.

Repayment of state aid

ING received EUR 10 billion in state aid from the Dutch State in November 2008. Including the latest repayment in November 2012, ING has so far repaid EUR 10.2 billion, including EUR 2.4 billion in interest and premiums. As part of the amended Restructuring Plan, ING filed a schedule for repayment to the Dutch State of the remaining EUR 3 billion in core Tier 1 securities plus a 50% premium, in four equal tranches of EUR 1.125 billion in a period of two and a half years. These payments add up to EUR 4.5 billion (principal, premium and interest). A first tranche of EUR 1.125 billion was paid on 26 November 2012. That brought the total repaid (including premium and interest) above the EUR 10 billion of capital support provided by the Dutch State in 2008. The other tranches also of EUR 1.125 billion each, are due to be paid in November 2013, March 2014 and May 2015.

After the final payment, ING will have paid EUR 13.5 billion to the State, with a total annualised overall return for the State of 12.5%. However, ING has the option to accelerate repayments if possible and prudent under the prevailing economic circumstances. Repayments are conditional upon the approval of DNB, the Dutch central bank. The ultimate annualised overall return for the State will depend on when repayments are made (i.e. it will be higher if the repayment is accelerated) but under the envisaged timetable it would be 12.5%, well above the minimum 10% demanded by the EC.

ING Group and the Dutch State are also still linked via the Illiquid Assets Back-up Facility (IABF), as described in the Strategy chapter of ING Group Annual Report 2011. This situation remained unaltered in 2012. At year-end the mortgages portfolio held by the Dutch State was close to break-even or even exceeded that point.

Portfolio streamlined, more divestments made

Apart from the divestments required by the EC, ING also made a few divestments as a result of the continuous evaluation of its portfolio of businesses. This is in line with ING’s strategic objectives of sharpening the focus of the Bank and further strengthening its capital position. In 2012, ING sold ING Direct Canada to Scotiabank for CAD 3.1 billion (EUR 2.4 billion at the then current exchange rate). The sale was completed in November 2012 and resulted in a total capital release for ING of EUR 1.3 billion, and a net transaction gain of EUR 1.1 billion after tax.

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On 9 October 2012, ING announced that it had reached an agreement to sell ING Direct UK to Barclays. This transaction was closed in the first quarter of 2013. The combined loss for the transfer of the business and the investment portfolio to Barclays of EUR 0.3 billion will be offset by an expected total capital release of EUR 0.3 billion due to risk-weighted asset release. The total transaction will therefore be capital neutral to ING Bank’s core Tier 1 ratio.

The remaining ING Direct units in Australia, Austria, France, Germany, Italy and Spain were not affected by the divestments. ING continues to invest to evolve the ING Direct business model, increasing the product offering and extending distribution, while integrating the balance sheet with the rest of ING Bank.

In February 2012, the sale of ING Direct USA to Capital One Financial Corporation was closed. The transaction resulted in a positive result after tax of EUR 0.5 billion. The sale had a positive impact on ING Bank’s core Tier 1 ratio of approximately 80 basis points at closing. As part of the sale of ING Direct USA to Capital One, ING obtained shares in Capital One, all 54 million of which we sold in September 2012 for a total value of USD 3.0 billion (EUR 2.4 billion at the then current exchange rate).

BUSINESSES STRENGTHENED

Bank

ING’s goals are to help people and businesses build their future to realise their ambitions and to help them manage their risks. We want to be a financial institution our customers are comfortable with and are eager to refer to friends, colleagues, business partners and family.

Our vision is clear, and so are the strategic steps we need to take to execute it. First, we put the customer first, offering superior customer experiences at attractive costs and giving employees opportunities to grow and go the extra mile for customers. Second, ING Bank focuses on the safety of depositors’ money. Our capital base should be solid, our deposit raising smooth and low-cost and our investment selection careful. Third, every ING business has its own roadmap, to excel in its area. Finally, we make a positive contribution to society, allowing future generations to thrive within the resource limits of this planet.

In 2012, several factors continued to put pressure on margins and limit the Bank’s ability to grow. These factors included regulation (more conservative requirements for funding, liquidity and leverage), societal drivers (e.g. households and governments need to reduce debt), and a weaker economic environment.

However, ING Bank was able to continue delivering on its priorities to strengthen its financial position, reduce risks, meet the restructuring measures as approved by the European Commission and to build a stronger bank. The Bank has made good progress on the ambitions for 2015, defined in January 2012. The main pillars on which the Bank’s strategy is based are customer centricity, operational excellence and optimising the balance sheet. Customer centricity is about restoring trust through transparency and fair pricing, improving service and focusing on providing solutions for customers. Operational excellence goes beyond cost cutting and is about streamlining processes and improving efficiency (simplifying the organisation to reach a structural and sustainable new level of efficiency). This is an imperative competitive edge as regulatory costs rise. Optimising the balance sheet entails managing the balance sheet to optimise returns to help offset the impact of higher capital requirements.

Among the short-term and medium-term focus areas for ING Bank are strengthening the capital and liquidity position, optimising the balance sheet (including in each country), adjusting the governance structure of individual business units and countries (including the appointment of CEOs for each country), and creating a consolidated Bank Treasury function for the entire Bank which helps it better coordinate its programme of funding, liquidity and investment portfolio.

A longer-term ambition is to develop a mature banking model in each country where ING operates. ING Bank has a good starting position and a competitive edge, with leading banking positions in its home markets of the Netherlands, Belgium, Luxembourg, Germany and Poland. Furthermore, ING has key positions in other Western, Central and Eastern European countries and Turkey, along with growth potential outside of Europe.

ING Bank has strong deposit gathering capabilities and a good funding mix. It has a well-known brand and it uses the Net Promoter Score (NPS) methodology to increase customer loyalty. The Bank is used to operating in lean, competitive markets which has helped it become a leader in innovative distribution. It has a prominent

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position in internet banking with a ‘direct first, advice when needed’ model and a relationship-driven commercial bank offering competitive products in terms of price, efficiency and effectiveness.

Since customer centricity remains crucial to all we do, we are converging our retail banking business models in terms of product offerings and distribution channels. We believe that operational excellence is crucial for meeting the demands of our customers, especially when regulatory costs and bank taxes increase costs. In order to remain competitive and to be able to face the challenging external environment, it has been necessary to cut costs. However, at the same time we focus on achieving true operational excellence, helping our customers obtain simple products through convenient and safe multi-channel access while at the same time streamlining our organisation and systems. These initiatives will offset some of the increasing regulatory costs and bank taxes, helping ING Bank to lower its current cost/income ratio of 62.5% in 2012 to 50-53% by 2015. Once the restructuring of the Group is complete and the Bank is a stand-alone business, the emphasis will be on increasing our deposit base and integrating the balance sheet by matching the deposits of ING Direct with loans from Commercial Banking. This will allow us to increase the size of the business without growing the balance sheet. ING Bank aims to produce a competitive return on (IFRS-EU) equity of 10% to 13% through low costs and with a low-risk balance sheet.

ING aims to build on its leading position as a predominantly European bank with a strong international network focused on providing customers with consistently high-quality services. ING’s main priority is to finance the real economy, even in a volatile economic and regulatory environment.

Insurance/Investment Management

ING Insurance/IM will continue to focus on its customers and distributors by providing exemplary products and service as it continues to restructure in preparation for a stand-alone future.

In 2012, ING Insurance/IM as a whole further refined its sales processes and the process for the development of new products to ensure they continue to be fully compliant in terms of customer suitability. A five point gauge was developed in monitoring compliance. The five points include NPS, customer complaints, welcome call analysis, policy persistency rate and agent turnover rate.

ING Insurance/IM continued to use insights from its Net Promoter Score (NPS) programme in 17 countries used to make process improvements in 2012. Businesses in Europe and Asia revised written customer communications to ensure the language used was clear and free of jargon. ING’s tied agency transformation programme reviewed agents in many countries, which improved agent productivity.

ING Insurance/IM’s strategy of being a customer-driven business providing first-class products and services through multi- distribution channels was recognised in several awards and special mentions received during the year. Awards were won by the Insurance businesses in Romania, the Czech Republic, Slovakia, Hungary, Greece and at ING Investment Management.

The Insurance/IM businesses have made progress towards independent futures. The sale of a large part of the Asian insurance and asset management business was announced and ING U.S. took another step towards its planned IPO by filing an initial registration statement with the SEC on Form S-1 in connection with its proposed IPO. It also made progress towards a stand-alone capital structure by successfully raising USD 5 billion in a credit facility and a further USD 850 million in debt issuance.

Towards the end of 2012, ING announced a restructuring plan for its European Insurance/Investment Management operations. This involves the acceleration of a transformation programme at Nationale- Nederlanden to sharpen its strategic focus and improve processes and systems. These measures, together with reorganising support functions, are expected to further improve the efficiency of the businesses and to result in annual savings of approximately EUR 200 million by the end of 2014. Unfortunately, these initiatives will result in a reduction in the workforce of 1,350 full-time equivalents (FTEs) in 2013-2014. This reduction will be carried out with the utmost care.

ING IN SOCIETY

ING’s business is centred on people and trust. Only by acting with professionalism and integrity can we maintain our stakeholders’ confidence and preserve the company’s reputation. At the heart of our values are the ING Business Principles, which are the global standard for the behaviour expected of every employee.

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Our ambition to be a world-class and trustworthy financial institution includes being a company that takes its responsibilities towards people and the environment seriously. We leverage our unique resources, skills and expertise to contribute to economic growth, general well-being and positive change.

ING believes that customers, employees, shareholders and the rest of society no longer live in separate worlds that meet intermittently, but have become more integrated. This mutual interdependence of business and society means that organisations must follow the principle of shared value. It is our conviction that, to be a successful company, our business decisions must be in line with the expectations and interests of those to whom we owe our licence to operate — our stakeholders. Therefore, we do not engage in activities that seriously damage the environment or violate human rights. We strive to achieve our business goals while making a positive and responsible contribution to society everywhere we do business.

We strengthened our commitment to minimising any potential unethical, illegal or harmful consequences of our business activities, investments or transactions by applying strict policies and principles. An example of integration into our business practice is that ING became one of the founding signatories to the United Nations Principles for Sustainable Insurance. These were launched at the UN Conference on Sustainable Development in Rio de Janeiro in 2012.

Our commitment to sustainable development is also clearly reflected in our sustainability key performance indicators (KPIs). In 2012, we began the process of sharpening our goals and KPIs to enhance our accountability. Our refined sustainability KPIs reflect our ambition to provide suitable products and services that enhance the financial capabilities of our customers and that help provide solutions to problems that stem from long-term social trends in such areas as climate change, education and health. They indicate that ING is committed to playing its part to stimulate economic development, a sustainable environment and a stable society.

The voices and views of our stakeholders are an essential compass in identifying the risks and opportunities for our business. We therefore seek feedback from stakeholders on various issues and try to engage them in a constructive dialogue. Such engagements range from conducting large studies among our customers about our brand values, and the co-creation of new products together with customers, to meeting employee representatives, shareholders or civil society organisations. We are also member or partner of a wide range of international organisations, which helps prioritise issues and take action where necessary.

CONCLUSIONS AND AMBITIONS

In a challenging environment ING’s capital and funding improved, our liquidity position remained strong and earnings remained resilient. This enabled us to continue to support our customers. Beside strengthening our financial position, we were also able to make good progress on our other strategic priorities for ING Group: restructuring, streamlining the portfolio, repaying state aid and building stronger banking and insurance and investment management businesses. We continued to build our banking and our insurance businesses based on sound business ethics and good corporate citizenship. The Bank will continue to focus on restoring trust and customer centricity, on operational excellence and on optimising its balance sheet to meet its strategic goals.

Despite volatile markets, we have continued to work towards the full separation of our insurance and investment management companies with the goal of being ready to move ahead in time with the base case IPOs for ING U.S. and ING Insurance/IM Europe, as well as with the sale of the remaining insurance and investment management businesses in Asia. ING will make further efforts to simplify the structure of the company, to focus on core activities, to improve our risk profile and to bolster the capital base. In light of changing customer expectations and demands for more simplicity, easy access and sustainable entrepreneurship, ING has stepped up its efforts to take charge of these changes. We have been working hard to regain the trust of all of our stakeholders, but particularly of our customers, who are at the heart of our businesses; for example by simplifying the product range and making products more transparent, while ensuring suitability and a reasonable, attractive price. In spite of the challenging financial and regulatory environment, we are determined to stay true to our roots and keep helping customers build their future. We intend to remain ambitious in making further improvements to our businesses and in strengthening customer relationships.

CORPORATE GOVERNANCE

Legislative and regulatory developments

On 7 June 2012, a legislative proposal on the limitation of liability of supervisors of financial markets and rules on remuneration of persons who determine the day-to-day policy of financial institutions receiving state aid was enacted. On 18 June 2012, a legislative proposal regarding the revision of the corporate investigative procedure

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was enacted. On 27 September 2012, a legislative proposal to clarify the legislative proposal on Management and Supervision was enacted. The last two acts came into force on 1 January 2013. A legislative proposal on the accountancy profession was enacted on 13 December 2012. A legislative proposal on corporate governance was enacted on 15 November 2012. This act will come into force on 1 July 2013. In addition, several legislative proposals with corporate governance implications were under discussion, or were adopted, by the Lower House of the Dutch Parliament, or were under discussion in the Upper House of the Dutch Parliament in 2012. These proposals concern, among other things, a legislative proposal on revision and claw back of executive bonuses and profit-sharing of directors and persons determining the day-to-day policy

Transactions with the Dutch state

On 12 November 2008, ING Groep N.V. issued one billion core Tier 1 securities (‘Securities’) for a total consideration of EUR 10 billion to the Dutch State. Following the repurchase of 500 million Securities on 21 December 2009, the repurchase of 200 million Securities on 13 May 2011, and the repurchase and/or redemption of a total number of 75 million Securities on 26 November 2012, another 225 million of Securities representing EUR 2.25 billion remain outstanding. The Securities do not form part of ING Group’s share capital; accordingly they do not carry voting rights in the General Meeting. The financial entitlements of the Securities are described in note 34 to the consolidated financial statements. On 26 January 2009, ING Group reached an agreement with the Dutch State regarding the Illiquid Assets Back-up Facility (‘IABF’), as amended on 13 November 2012 and as further described in note 34 to the consolidated financial statements. During 2009, ING Bank N.V. issued various series of debt instruments under the 2008 Credit Guarantee Scheme of the Dutch State, for the first time on 30 January 2009. As part of these transactions, certain arrangements with respect to corporate governance and remuneration were agreed with the Dutch State which will remain in place as long as the IABF remains in place. These arrangements entail among other things that the Dutch State may recommend two candidates (‘State Nominees’) for appointment to the Supervisory Board. Certain decisions of the Supervisory Board require approval of the State Nominees. Furthermore, in line with these arrangements a sustainable remuneration policy for the Executive Board and senior management was introduced in 2010, which contains certain specific arrangements in relation to the remuneration of members of the Executive Board.

Shareholder participation and position of ING Trust Office

During the years 2009–2012, participation of shareholders, excluding ING Trust Office, and holders of depositary receipts in the decision-making in annual General Meetings consistently increased from 35.6% to 50.8%. Only the extraordinary General Meeting of 25 November 2009 showed a deviation from this trend with a markedly lower participation of 31.1%. ING Group’s depositary-receipts structure was evaluated by the Executive Board and the Supervisory Board in 2010. On the basis of this evaluation, the Executive Board and the Supervisory Board concluded that it would be premature to change or abolish ING Group’s depositary-receipts structure in 2010 and that it would be appropriate to reconsider this as part of a re-evaluation of ING Group’s entire governance structure following the current restructuring of ING Group and the completion of the divestments approved in the 2009 extraordinary General Meeting. The outcome of the aforementioned evaluation was discussed in the 2010 annual General Meeting.

CORPORATE GOVERNANCE CODES

Compliance with the Corporate Governance Code

For its corporate governance structure and practices, ING Group uses the Corporate Governance Code as reference. The Corporate Governance Code can be downloaded from the website of the Dutch Corporate Governance Code Monitoring Committee (www.commissiecorporategovernance.nl). The application of the Corporate Governance Code by ING is described in the publication ‘ING’s implementation of the Dutch Corporate Governance Code’, dated April 2010, on the website of the Company (www.ing.com), which is to be read in conjunction with this section and is deemed to be incorporated into this section.

Dutch banking code

The Dutch Banking Code (‘Banking Code’) is applicable to ING Bank N.V. and not to ING Group. The Banking Code can be downloaded from the website of the Dutch Banking Association (www.nvb.nl). The principles of the Banking Code as a whole are considered as a reference by ING Bank N.V. and their application is described in the publication ‘Application of the Dutch Banking Code by ING Bank N.V.’, available on the website of the Company (www.ing.com). regarding remuneration with respect to the members of its Executive Board, and considers these principles as a reference for its own corporate governance. ING Group’s remuneration policy for the Executive Board and Senior Management is compliant with these principles.

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Dutch Insurers’ Code

The Dutch Insurers’ Code (‘Insurers’ Code’) is applicable to the Dutch subsidiaries of ING Insurance Eurasia N.V. pursuing insurance business and not to ING Group, ING Verzekeringen N.V. or ING Insurance Eurasia N.V. The Insurers’ Code can be downloaded from the website of the Dutch Association of Insurers (www.verzekeraars.nl). However, insurance companies that are part of a group (“concern”) can decide whether to apply all or parts of the Insurers’ Code at the group level. ING Insurance Eurasia N.V. voluntarily applies the corporate governance related principles of the Insurers’ Code. ING Insurance Eurasia N.V.’s remuneration policy for its Management Board and Senior Management is compliant with these principles. The application of the Insurers’ Code principles is described in the publication ‘Application of the Insurers’ Code by ING Insurance EurAsia’ available on the website of the Company (www.ing.com).

NYSE Requirements

For an overview of what we believe to be the significant differences between our corporate governance practices and NYSE corporate governance rules applicable to US companies, see “Item 16G. Corporate Governance”. The summary of such significant differences is also available on the website of ING Group (www.ing.com).

CORPORATE ORGANIZATION

ING Group’s segments relate to the internal segmentation by business lines. As of 2012 the internal management reporting structure for the banking operations was changed in order to improve transparency and to reflect the impact of the divestments of ING Direct USA and ING Real Estate Investment Management. The segments have changed accordingly. The comparatives have been adjusted to reflect the new segment structure for the banking operations. ING Group identifies the following segments: Retail Netherlands, Retail Belgium, Retail Germany, Retail Rest of World, Commercial Banking, Insurance Benelux, Insurance Central and Rest of Europe, Insurance U.S., Insurance U.S. Closed Block VA and ING Investment Management. Retail Banking Germany (previously part of ING Direct) is now a separate segment. The remainder of ING Direct is combined with Retail Central Europe and Retail Asia into one new segment Retail Rest of World.

The Executive Board of ING Group, the Management Board of ING Bank N.V., the Management Board of Insurance Eurasia N.V. and the Board of ING U.S., Inc. set the performance targets and approve and monitor the budgets prepared by the business lines. Business lines formulate strategic, commercial and financial policy in conformity with the strategy and performance targets set by the Executive Board, the Management Board of ING Bank N.V., the Management Board Insurance Eurasia N.V. and the Board of ING U.S., Inc. For more information about the Supervisory and Executive Boards, see “Item 6. Directors, Senior Management and Employees”.

BUSINESS LINES

Please see “Item 5. Operating and Financial Review and Prospects”, Segment Reporting” for the total income and result before tax by business line for the years ended 2012, 2011 and 2010.

Retail Netherlands

ING in the Netherlands services over 8.2 million retail and private banking clients and approximately 585,000 Small and Medium Enterprises (“SME”) and Mid Corporate clients. Retail Banking reaches its individual customers through internet banking, mobile banking, telephone, call centres, mailings and branches. Using direct marketing methods, it leverages its position as a leading provider of current account services and payments systems to provide other financial services such as savings accounts, mortgage loans, consumer loans, credit card services, investment and insurance products. Mortgages are offered through a tied agents sale force and direct and intermediary channels.

ING Bank Netherlands operates through a branch network of approximately 275 branches and over 200 ING Service Points. It offers a full range of commercial banking activities and also life and non-life insurance products.

Retail Belgium

ING Belgium services over 2.1 million retail and private banking clients and almost 170,000 SME, Mid Corporate and Institutional clients.

ING Belgium provides banking, insurance (life, non-life) and asset management products and services to meet the needs of individuals, families, companies and institutions through a network of local head offices, 773 branches and direct banking channels (fully automated branches, home banking services and call centres).

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ING Belgium also operates a second network, Record Bank, which provides a full range of banking products through independent banking agents and credit products through a multitude of channels (agents, brokers, vendors) to approximately 700,000 clients. ING Luxembourg, also part of ING Belgium, is well positioned as a universal bank and services over 100,000 clients.

Retail Germany

Retail Germany consists of ING-DiBa Germany, ING-DiBa Austria and Interhyp.

In Germany, one of our key markets in Europe, ING-DiBa is the third-largest bank in terms of number of customers and has been recognized as the country’s most favoured banking brand. ING-DiBa offers an easy to understand, high-service product range, with only 10 different products, 24 hours a day — the ingredients to meet all the main needs of its customers.

The German banking market is still very fragmented and offers ample room to expand ING-DiBa’s market position. Consistent growth was achieved in 2012 in all core products. At year-end, ING-DiBa served 7.8 million customers (compared with 7.5 million in 2011). Total client balances increased by EUR 13.6 billion and exceed EUR 166 billion at year-end 2012. This amount includes total funds entrusted of EUR 96.7 billion.

ING-DiBa Austria, which is reported under Retail Germany, reached the milestone of 500,000 customers in March 2012, while Interhyp — Germany’s biggest mortgage broker — was awarded ‘Best Mortgage Financer’, with best service, advice and price for the seventh time in a row. Interhyp expanded its local branches and tied-agents network by over 50 in 2012.

Retail Rest of World

Retail Rest of World (“Row”) comprises of the ING Direct business units in Australia, France, Italy and Spain. It also includes the ING banks in Turkey and India, and the retail activities of ING Bank Slaski (Poland) and ING Bank Romania, as well as the minority stakes in TMB Bank (Thailand) and Bank of Beijing (China).

In 2012, it was decided that ING Direct Canada and ING Direct UK would be divested as part of ING Group’s strategic repositioning. The ING Direct Canada transaction was closed in 2012 and the ING Direct UK transaction is expected to close in 2013. The other ING Direct businesses were not affected by these sales. The sale — announced in 2011 — of ING Direct USA closed in February 2012.

In line with the overall Retail strategy, the RoW countries invested much time and effort in developing the integrated distribution channels. Internet platforms were upgraded in Italy and Poland. An innovative online platform for the SME segment in Poland was awarded the best in its category. New projects in the mobile banking area were undertaken at all business units. In 2012, 719,882 customers were added. At year-end 2012, RoW served a total number of 11.3 million customers, excluding Bank of Beijing and TMB Bank.

Commercial Banking

ING Commercial Banking has a market-leading franchise in the Benelux and has a strong position in Central and Eastern Europe. Internationally, it is a leader in selected areas within Industry Lending and Financial Markets. It serves its clients, ranging from mid-sized enterprises to multinationals, also including governments and supranational organisations, through an extensive global network of operations in more than 40 countries.

ING offers a range of basic commercial banking services, such as lending, payments and cash management, leasing, factoring, treasury and foreign exchange products. It also provides more tailored solutions, including specialised and trade finance, structured financial markets products, corporate finance, mergers and acquisitions, and debt and equity capital markets advice.

Industry Lending

Our Industry Lending activity includes Structured Finance and Real Estate Finance. These are specialised commercial lending activities in which ING originates well-structured loans with an emphasis on achieving good risk adjusted returns.

General Lending and Transaction Services

Lending is core to building and supporting client relationships in Commercial Banking’s target markets, with both corporate and financial institution clients. ING established the Transaction Services business line within Commercial Banking in 2011, bringing together all the basic transaction banking products under one umbrella with the objective of providing a more integrated and effective product offering to clients across Europe. The

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products are Payments & Cash Management, Trade Finance Services, Working Capital Solutions, Securities Services, Bank Mendes Gans and Leasing and Factoring.

Financial Markets

Financial Markets (“FM”) is the global business unit that manages ING’s financial markets trading and sales businesses within Commercial Banking. Through 2012, FM was managed as two business lines: Clients and Products as the primary customer facilitation business line, and the discontinued Strategic Trading Platform (“STP”). In line with other de-risking activities, the STP business has been wound down over the last few years and was formally closed at the end of 2012. The remaining Clients and Products business has been re-named Financial Markets.

Bank Treasury, Real Estate and Other

Following the announcement in January 2012 that ING would combine all its treasury activities across all business lines within the Bank to adapt to new regulations and to execute ING’s balance sheet optimisation strategy, a central Bank Treasury business unit was established and became operational in June 2012. The Treasury and Asset and Liability Committee (“ALCO”) departments of Financial Markets were separated from the commercial (Clients and Products) business units to form a part of the new Bank Treasury business unit.

The Real Estate and Other division consists of the residual assets of the legacy businesses sold or discontinued within the former Real Estate Development and Real Estate Investment Management businesses, plus a number of General Lease operations which have been placed in ‘run-off’ in 2011 and 2012.

Insurance Benelux

ING’s life insurance products in the Benelux consist of a broad range of unit-linked, universal life, dedicated funds and variable annuity (“VA”) policies written for both individual and group customers. The VA product portfolio is managed by a dedicated team servicing business across Europe, servicing own and third-party distributors in Spain, Hungary, Italy, Belgium and Luxembourg.

ING is a prominent provider of (re-insured) company pension plans in the Netherlands. It also offers pension administration services under the AZL label and ‘Defined Contribution’ company pension solution ‘PPI’ in close cooperation with ING Investment Management and AZL.

In the Closed Book business, NN Services operates a standardized processing and IT system for several legacy lines of retail Life businesses. The business focus is on process rationalization, excellent customer service and lower policy costs.

NN Bank offers long-term savings and bank annuity products and introduced own mortgage origination under the Hypotheker brand in 2012.

ING Benelux’ non-life products, mainly in the Netherlands, include coverage for both individual and commercial/group clients for fire, motor, disability, transport and third party liability. Nationale-Nederlanden has also a central product manufacturing service for property & casualty insurance, which delivers products for ING Bank in Belgium and in the Netherlands. ING offers a broad range of disability insurance products and complementary services for employers and self-employed professionals (such as dentists and general practitioners).

Insurance Central and Rest of Europe

Insurance Central and Rest of Europe (“CRE”) has Life Insurance and pension operations in nine countries — Poland, the Czech Republic, Slovakia, Hungary, Romania, Bulgaria, Greece, Spain and Turkey. Together, these operations have about 3,600 employees, who serve over 9 million clients throughout the region.

CRE is operating in a region with long-term growth potential. Despite the challenging macro-economic environment in most countries — as a result of the ongoing European sovereign debt crisis — Insurance CRE recorded double digit sales growth in 2012 with lower expenses than in 2011. This was achieved through growth in most distribution channels, improved customer value propositions (new riders for health, cancer and critical illness) and improved service levels which were reflected in higher Net Promoter Scores.

CRE’s distribution base is becoming more multichannel. The region’s main distribution channel is still tied agents and CRE continues to enhance the effectiveness of this channel: giving customers professional advice and service. However, the majority of CRE’s new sales nowadays come from other channels, especially from brokers and banks.

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CRE offers a wide array of customer value propositions and products, for example individual endowment, unit- linked, term and whole life insurance policies designed to meet specific customer needs. It also has employee benefits products as well as pension funds, that manage individual retirement accounts for individuals. The latter comprise both mandatory and voluntary retirement savings. Remaining a market-leading Life Insurer and pension provider in the region is an important goal towards building a sustainable growth engine, which means an engine geared for long-term success in the market. This motivates CRE to further improve the customer experience, deliver good value for money to customers as well as meet today’s and tomorrow’s compliance and risk requirements.

Insurance United States (excluding U.S. Closed Block VA)

ING U.S. is a premier retirement, investment and insurance company serving the financial needs of approximately 13 million individual and institutional customers in the United States as of 31 December 2012. ING U.S. operates its principal businesses through three business lines: Retirement Solutions, Investment Management and Insurance Solutions. Through these businesses, ING U.S. helps customers save, grow, protect and enjoy their wealth to and through retirement.

To prepare for its separation from ING Group and operate as a stand-alone public company, ING U.S. has undertaken various recapitalization initiatives to more closely align its capital structure — both at the ING U.S., Inc. holding company level and on a consolidated basis — with other U.S. public companies. ING U.S. completed the following steps in 2012 in connection with the recapitalization: (1) on 20 April 2012, it entered into a U.S. $ 5 billion senior unsecured credit facility with a syndicate of banks, which replaced financing that was either internally funded or guaranteed by ING Verzekeringen N.V. The credit facility was established on the basis of the stand-alone credit profile of ING U.S.; (2) on 13 July 2012, it issued U.S. $ 850 million principal amount of senior notes due 2022 in a private placement to institutional investors. Like the aforementioned senior unsecured credit facility, these notes were not guaranteed by ING Group or ING Verzekeringen N.V.; and (3) on 9 November 2012, it filed the initial S-1 with the Securities and Exchange Commission with further amendments filed on 23 January 2013 and 19 March 2013.

Building on its core strengths, ING U.S. intends to pursue strategies to deliver consistent earnings growth with attractive risk-adjusted returns while maintaining a strong balance sheet. The immediate focus of ING U.S.’s strategy is to improve the operating return on capital of its ongoing business, which comprises Retirement Solutions, Investment Management and Insurance Solutions. The results of the Investment Management business of ING U.S. are reported within the ING Investment Management segment of ING Insurance. As a result, the discussion below will focus on Retirement Solutions and Insurance Solutions.

ING U.S.’s Retirement Solutions business includes two product lines comprises two financial reporting segments: Retirement and Annuities. It provides an extensive product range addressing both the accumulation and income distribution needs of customers, through a broad distribution footprint of nearly 2,500 affiliated representatives and thousands of non-affiliated agents and third-party administrators (“TPAs”).

• Retirement provides tax-deferred, employer-sponsored retirement savings plans and administrative services to more than 48,000 plan sponsors covering approximately 5.1 million plan participants in corporate, education, healthcare and government markets. Retirement also provides rollover IRAs, and other retail financial products as well as comprehensive financial advisory services to individual customers. ING U.S. serves a broad spectrum of employers ranging from small companies to the very largest of corporations and government entities. ING U.S. ranked second in the U.S. defined contribution (“DC”) plan market by number of record kept plan sponsors and third based on number of plan participants served, and fifth by assets under management and administration at 30 September 2012. ING U.S. also ranked third in the K-12 education market, and fourth in the higher education market by assets at 30 September 2012.

• Annuities provides fixed and indexed annuities, tax-qualified mutual fund custodial products and payout annuities for pre-retirement wealth accumulation and post-retirement income management sold through multiple channels.

ING U.S.’s Insurance Solutions business includes two product lines: Individual Life and Employee Benefits. It is one of the top providers of life insurance in the U.S. In its focus individual products, term and universal life, As of 30 September 2012 ING U.S. ranked fourth and eleventh, respectively, based on premiums sold. ING U.S. was also the fifth-ranked provider of medical stop loss coverage in the U.S. based on in-force premiums.

• Individual Life provides wealth protection and transfer opportunities through universal, variable and term products, distributed through independent channels to meet the needs of a broad range of customers from the middle-market through affluent market segments. The Individual Life distribution model is

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supported by independent life sales agents (over 2,200 independent general agents with access to over 93,000 producers), strategic distribution (over 30 independent managing directors supporting approximately 6,900 additional producers) and specialty markets (approximately 75 general agents with access to over 7,400 producers).

• Employee Benefits provides stop loss, group life, voluntary employee-paid and disability products to mid-sized and large businesses. ING U.S. has 58 employee benefits sales representatives, across 19 sales offices, with average industry experience of 16 years.

Insurance U.S. Closed Block VA

In 2009, ING U.S. decided to cease sales of retail variable annuity products with substantial guarantee features (the last policies were issued in early 2010 and ING U.S. placed this portfolio in run-off). Subsequently, ING U.S. refined the hedging program to dynamically protect regulatory reserves and rating agency capital of the variable annuities block for adverse equity market movements. In addition, since 2010, ING U.S. has improved its balance sheet, added significant interest rate risk protection and has more closely aligned its policyholder behavior assumptions with recent experience, particularly regarding policy behavior for contracts that are “in the money”. ING U.S.’s focus in managing its Closed Block VA segment is on protecting regulatory reserves and rating agency capital from equity market movements via hedging and judiciously looking for opportunities to accelerate the run-off of the block, where possible.

ING Investment Management

ING IM is the principal investment manager of ING Group with activities in Europe, the Americas, Asia Pacific and the Middle East.

In January 2012, ING announced an update on the restructuring of the insurance and investment management businesses whereby it decided to review strategic options for its Asian insurance and investment management businesses. During the course of the year, ING announced the sale of its 33.3% stake in China Merchant Fund as well as the sale of ING Funds Berhad in Malaysia and ING IM Thailand. It also stated its intention to keep an ING IM presence in Singapore and Japan as part of the Europe-based ING IM organisation in order to protect global investment capabilities and key client relationships.

ING IM International opened offices in New York and Atlanta in 2012 to retain and build up its investment capabilities in the fixed income sphere. Given its geographic presence and the inclusion of ING IM Singapore and Japan in its governance, ING IM Europe began externally to refer to its business as ING IM International at the end of the year to signify the global scope of the business both in terms of its investment offering and distribution capabilities. ING IM International and ING IM U.S. will continue to operate as a partnership on an arm’s length basis. This arrangement began in 2011 to ensure continued commercial collaboration and cross-selling arrangements between the two businesses.

ING IM International and ING IM U.S. are preparing for separate futures with their respective Insurance counterparts, providing a wide variety of actively-managed strategies, investment vehicles and advisory services in all major asset classes and investment styles. Both businesses deliver a wide range of investment strategies and services to both ING Insurance U.S. and ING Insurance Europe as well to other retail and institutional clients including other ING affiliates.

PRINCIPAL GROUP COMPANIES

Reference is made to Exhibit 8 “ List of subsidiaries of ING Groep N.V.”

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REGULATION AND SUPERVISION

The banking, insurance, asset management and broker-dealer businesses of ING are subject to detailed and comprehensive supervision in substantially all of the jurisdictions in which ING conducts business. As discussed under “Item 3. Key Information — Risk Factors”, as a large multinational financial institution we are subject to reputational and other risks in connection with regulatory and compliance matters involving these countries.

Dutch Regulatory Framework

The Dutch regulatory system for financial supervision consists of prudential supervision — monitoring the soundness of financial institutions and the financial sector, and conduct-of-business supervision — regulating institutions’ conduct in the markets. Prudential supervision is exercised by De Nederlandsche Bank (“DNB”), while conduct-of-business supervision is performed by the Netherlands Authority for the Financial Markets, Autoriteit Financiële Markten (“AFM”). In November 2012, the Financial Stability Commission was established to monitor macro-economic developments and, where necessary, issue recommendations to address financial stability concerns that are not directly within the scope of DNB and AFM supervision.

Global Regulatory Environment

There are a variety of proposals that could impact ING globally, in particular those made by the Financial Stability Board and the Basel Committee on Banking Supervision at the transnational level, Dodd-Frank in the United States and an expanding series of supranational directives and national legislation in the European Union (see “Item 3. Key Information — Risk Factors — We operate in highly regulated industries. There could be an adverse change or increase in the financial services laws and/or regulations governing our business” for details regarding some of these proposals). The aggregated impact and possible interaction of all of these proposals is hard to determine, and it may be difficult to reconcile them where they are not aligned. The financial industry has also taken initiatives by means of guidelines and self-regulatory initiatives. Examples of these initiatives are the Dutch Banking Code as established by the Dutch Bankers’ Association and the Dutch Insurers Code established by the Association of Dutch Insurers, which detail a set of principles on corporate governance, risk management, audit and remuneration that Dutch banks and insurers have to apply on a comply-or-explain basis. Elements of these initiatives may subsequently be incorporated into legislation, as was the case with the “Banker’s oath” and remuneration principles from the Dutch Banking Code. The aforementioned “Banker’s oath” is a mandatory oath for executive and supervisory board members of financial institutions licensed in the Netherlands, which the Dutch government has introduced, effective per 1 January 2013. In this oath, the Executive and Supervisory Board members of the relevant ING entities licensed in the Netherlands, declare that they (i) will perform their duties with integrity and care (ii) will carefully consider all the interests involved in the company, i.e. those of the customers, the shareholders, the employees and the society in which the company operates, (iii) in that consideration, will give paramount importance to the client’s interests and inform the customer to the best of their ability, (iv) will comply with the laws, regulations and codes of conduct applicable to them, (v) will observe secrecy in respect of matters entrusted to them, (vi) will not abuse their knowledge, (vii) will act in an open and assessable manner and know their responsibility towards society and (viii) will endeavour to maintain and promote confidence in the financial sector. If they break the oath, the supervisory authority (DNB/AFM) can decide to reassess their suitability. Work has also been done on many other topics including deposit guarantee schemes and cross border crisis and resolution management. The latter discussion could have a significant impact on business models and capital structure of financial groups.

In recent years, significant changes have been made to the supervisory structure within the European Union and to various capital and liquidity standards. Also, regarding topics such as remuneration, various national and international bodies have issued guidelines that need implementation. In December 2012, EU leaders agreed on setting up a Single Supervisory Mechanism (“SSM”), a mechanism composed of national competent authorities and the European Central Bank (“ECB”), as part of the prospective EU banking union. In the SSM, it is expected that the ECB will assume direct responsibility for a significant part of the prudential supervision of ING Bank and its holding company ING Group. The SSM is envisaged to take effect by 1 March 2014 or one year after the Regulation has entered into force and is designed for countries within the Eurozone, with the possibility of non-Eurozone member states to participate by means of close cooperation. While it is at this stage difficult to identify what the exact impact will be on ING Bank and ING Group, it is expected that the SSM will have a significant impact on the way ING’s banking operations are supervised in Europe.

ING Bank has set up an all-encompassing recovery planning process to enhance its readiness and decisiveness to tackle financial crises on its own strength. ING Bank’s recovery plan has been submitted to and approved by

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the DNB in November 2012 2012. Furthermore, in the course of 2012, DNB has requested ING Bank to prepare and submit information on the basis of which the Dutch resolution authorities will be able to develop a resolution plan. ING is diligently working towards providing this information and meeting the deadlines, end 2013, provided by DNB.

Financial institutions continue to be closely scrutinised by regulatory authorities, governmental bodies, shareholders, rating agencies, customers and others to ensure they comply with the relevant laws, regulations and standards. Bank regulators and other supervisory authorities in Europe, the U.S. and elsewhere continue to oversee the activities of financial institutions to ensure that they operate with integrity and conduct business in an efficient, orderly and transparent manner.

ING is fully committed to complying with all applicable sanction legislation and with all obligations and requirements under those applicable laws including freezing and reporting obligations with regard to transactions involving a U.S., EU or UN Sanction Targets. In addition ING designates specific countries as Ultra High Risk and prohibits client engagements and transactions (including payments or facilitation) involving those countries. Certain exceptions on this policy are allowed after express and case-specific consent, and provided that the applicable sanctions laws and regulations are met. At present, the specified countries are Myanmar, North Korea, Sudan (North Sudan and South Sudan), Syria, Iran and Cuba. Each of these countries is subject to a variety of EU, U.S. and other sanctions regimes. Cuba, Iran, Sudan, and Syria are identified by the US as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls.

ING Bank has had a sanctions policy in place since 2007 and has a mandate to run down any existing commitments. As such, remaining exposure and contacts arise solely in the context of the Bank’s on-going efforts to run down the legacy portfolio of commitments.

ING Bank seeks to meet the standards and expectations of regulatory authorities and other interested parties (e.g. Governments / NGO bodies) through a number of initiatives and activities, including scrutinizing account holder information, payment processing and other transactions to support compliance with regulations governing money laundering, economic and trade sanctions, bribery and other corrupt practices.

ING continuously enhances its compliance risk management programme to ensure that ING complies with international standards and laws.

Furthermore ING has an on-going objective to continuously strengthen the Financial Economic Crime (“FEC”) controls related to: Managing Anti-Money Laundering (“AML”), Combat Terrorist Financing (“CTF”); and Export Trade and Sanction risks. Hence ING implemented Policies on FEC that provide a clear statement on FEC in order to guard against any involvement in criminal activity, and to participate in international efforts to combat money laundering and the funding of terrorist and criminal activities.

On 12 June 2012, ING Bank entered into a Settlement Agreement with U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and Deferred Prosecution Agreements with the Department of Justice, the United States Attorney’s Office for the District of Columbia and the District Attorney of the County of New York (together the “U.S. Authorities”) in relation to the investigation by those agencies into compliance with U.S. economic sanctions and U.S. dollar payment practices until 2007. Under the terms of the Deferred Prosecution Agreements, no further action will be taken against ING Bank if it meets the conditions set forth in the agreements during an 18 months period. As part of the settlement, ING Bank has paid a total penalty of EUR 473 million. As announced on 9 May 2012, ING Bank recognised a provision in the first quarter of 2012 by which this issue has been sufficiently covered. ING Bank has cooperated closely and constructively with regulators and other authorities throughout this process. The U.S. Authorities have recognized ING’s substantial cooperation in the resolution and ING’s efforts and commitment to continuously enhance compliance within the organization.

Enhancements implemented are designed with the aim to support the compliance culture and preventing practices of this nature occurring in the future.

Dodd-Frank Act

The U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), which became law on 21 July 2010, represents an effort to comprehensively overhaul the regulation of U.S. financial institutions, and the structure certain U.S. financial markets, in response to the financial market crisis of 2008 and 2009. The Dodd-Frank Act includes a broad range of provisions with varying degrees of potential impact on ING’s U.S. and non-U.S. operations. Many key details of these provisions were left to rulemaking by U.S. financial regulators.

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Those rules are still in the process of being promulgated, and the final shape of the rules — and thus the ultimate impact on ING’s U.S. and non-U.S. operations — therefore cannot currently be predicted.

The Dodd-Frank Act created a new agency, the Financial Stability Oversight Council (“FSOC”), an inter-agency body that is responsible for monitoring the activities of the U.S. financial system, designating systemically significant financial services firms and recommending a framework for substantially increased regulation of such firms, including systemically important nonbank financial companies that could consist of securities firms, insurance companies and other providers of financial services, including non-U.S. companies. If ING or its U.S. operations, or any part thereof, were designated as a systemically significant non-bank financial company by FSOC, then ING and its subsidiaries would be supervised by the Federal Reserve Board and would be subject to heightened prudential standards, including minimum capital requirements, liquidity standards, short-term debt limits, credit exposure requirements, management interlock prohibitions, maintenance of resolution plans, stress testing, and restrictions on proprietary trading. Failure to meet the requisite measures of financial condition applicable to an entity designated by FSOC as a systemically significant non-bank financial company could result in requirements for a capital restoration plan or capital raising; management changes; asset sales; and limitations and restrictions on capital distributions, acquisitions, affiliate transactions and/or product offerings. As we have previously announced, we anticipate divesting ING U.S. (which comprises U.S. Insurance and IM U.S.) through a base case of an IPO. An amended initial registration statement on Form S-1 was filed in January 2013. This divestiture, when completed, will substantially reduce the level of activity conducted in the U.S. by ING and its controlled subsidiaries, and, as a result, we believe will substantially reduce the likelihood that ING or any of its U.S. operations, or any part thereof, being designated as a nonbank financial company subject to regulation by the Federal Reserve Board. The designation by FSOC of ING or any part thereof (such as its U.S. operations) as a systemically significant non-bank financial company could materially and adversely impact ING as a whole and/or the parts of ING so designated. We cannot currently predict whether ING or its U.S. operations will be designated as a systemically significant non-bank financial company by FSOC.

The Dodd-Frank Act also imposes a number of other requirements, some of which may have a material impact on our operations and results, as discussed further under “Item 3. Key Information — Risk Factors — We operate in highly regulated industries. There could be an adverse change or increase in the financial services laws and/or regulations governing our business”.

BANKING

Basel II and European Union Standards as currently applied by ING Bank and the introduction of Basel III

DNB, our home supervisor, has given ING permission to use the most sophisticated approaches for solvency reporting under the Financial Supervision Act, the Dutch legislation reflecting the Basel II Framework. DNB has shared information with host regulators of relevant jurisdictions to come to a joint decision. In all jurisdictions where the bank operates through a separate legal entity, ING must meet local Basel requirements as well.

ING uses the Advanced IRB Approach for credit risk, an internal VaR model for its trading book exposures and the Advanced Measurement Approach for operational risk. A Basel I regulatory floor of 90% has been applicable in 2008. As of 2009 the Basel I floor is based on 80% of Basel I RWA. A small number of portfolios are still reported under the Standardized Approach.

In December 2010, the Basel Committee on Banking Supervision announced higher global minimum capital standards for banks, and has introduced a new global liquidity standard and a new leverage ratio. The Committee’s package of reforms, collectively referred to as the “Basel III” rules, will, among other requirements, increase the amount of common equity required to be held by subject banking institutions, prescribe the amount of liquid assets and the long term funding a subject banking institution must hold at any given moment, and limit leverage. Banks will be required to hold a “capital conservation buffer” to withstand future periods of stress such that the total Tier 1 common equity ratio, when fully phased in on 1 January 2019, will rise to 7%. Basel III also introduces a “countercyclical buffer” as an extension of the capital conservation buffer, which permits national regulators to require banks to hold more capital during periods of high credit growth (to strengthen capital reserves and moderate the debt markets). Further, Basel III will strengthen the definition of capital that will have the effect of disqualifying many hybrid securities, potentially including those issued by the Group, from inclusion in regulatory capital, as well as the higher capital requirements (for example, for credit value adjustments (“CVAs”) and illiquid collateral) as part of a number of reforms to the Basel II framework. In addition, the Basel Committee and Financial Stability Board (“FSB”) published measures that would have the effect of requiring higher loss absorbency capacity, liquidity surcharges, exposure limits and special resolution regimes for, and instituting more intensive and effective supervision of, “systemically important financial institutions” (“SIFIs”), in addition to the Basel III requirements otherwise applicable to most financial institutions. The implementation of

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these measures have begun in 2012 and full implementation is targeted for 2019. ING Bank has been designated by the Basel Committee and FSB as a so-called “Global SIFI” (“G-SIFI”), in November 2011 and November 2012, and by DNB and the Dutch Ministry of Finance as a “domestic SIFI” (“D-SIFI”) in November 2011.

For European banks these Basel III requirements will be implemented through the Capital Requirement Directive (“CRD”) IV, which might deviate in its final state from the original Basel III requirements. While the full impact of the new Basel III rules, and any additional requirements for SIFIs or G-SIFIs if and as applicable to the Group, will depend on how they are implemented by national regulators, including the extent to which such regulators and supervisors can set more stringent limits and additional capital requirements or surcharges, as well as on the economic and financial environment at the time of implementation and beyond, we expect these rules can have a material impact on ING’s operations and financial condition and may require the Group to seek additional capital.

ING Bank files consolidated quarterly and annual reports of its financial position and results with DNB in the Netherlands. ING Bank’s independent auditors audit these reports on an annual basis.

Americas

United States

ING Bank has a limited direct presence in the United States through the facility of the ING Bank Representative Office in New York. Although the office’s activities are strictly limited to essentially that of a marketing agent of bank products and services and a facilitator (i.e. the office may not take deposits or execute any transactions), the office is subject to the regulation of the State of New York Banking Department and the Federal Reserve. ING Bank also has a subsidiary in the United States, ING Financial Holdings Corporation, which through several operating subsidiaries offers various financial products, including lending, and financial markets products. These entities do not accept deposits in the United States on their own behalf or on behalf of ING Bank N.V.

ING sold ING Direct USA to Capital One Financial Corporation, as further detailed in “Item 4 — Information on the Company — Changes in the Composition of the Group — Disposals occurred in 2012”. The transaction closed on 17 February 2012. ING no longer conducts retail banking in the United States.

Anti-Money Laundering Initiatives and countries subject to sanctions

A major focus of governmental policy on financial institutions in recent years has been aimed at combating money laundering and terrorist financing. The USA PATRIOT Act of 2001 (the “USA PATRIOT Act”) substantially broadened the scope of U.S. anti-money laundering laws and regulations by imposing significant new compliance and due diligence obligations, creating new crimes and penalties and expanding the extra-territorial jurisdiction of the United States. The U.S. Treasury Department has issued a number of implementing regulations, which apply various requirements of the USA PATRIOT Act to financial institutions such as our bank, insurance, broker-dealer and investment adviser subsidiaries and mutual funds advised or sponsored by our subsidiaries. Those regulations impose obligations on financial institutions to maintain appropriate policies, procedures and controls to detect, prevent and report money laundering and terrorist financing and to verify the identity of their customers. In addition, the bank regulatory agencies are imposing heightened standards, and law enforcement authorities have been taking a more active role. Failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing could have serious legal and reputational consequences for the institution.

For further information regarding compliance with relevant laws, regulations, standards and expectations by ING Bank and its business in certain specified countries, including the June 2012 settlements with certain U.S. authorities, see “Global Regulatory Environment” above.

Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRA”), which was signed into law on 10 August 2012, added a new subsection (r) to Section 13 of the Securities Exchange Act of 1934, as amended, which requires us to disclose whether ING Group or any of its affiliates has engaged during the calendar year in certain Iran-related activities, including any transaction or dealing with the Government of Iran that is not conducted pursuant to a specific authorization of the U.S. government.

ING Bank maintains a limited legacy portfolio of guarantees, accounts, and loans that involve various entities owned by the Government of Iran. These positions remain on the books, but accounts related thereto are ‘frozen’

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under applicable laws and procedures. Any interest or other payments ING Bank is legally required to make in connection with said positions are made into ‘frozen’ accounts. Funds can only be withdrawn by relevant Iranian parties from these ‘frozen’ accounts after due regulatory consent from the relevant competent authorities. ING Bank has strict controls in place to ensure that no unauthorized account activity takes place while the account is ‘frozen’. ING Bank may receive loan repayments, but all legacy loan repayments received by ING Bank have been duly authorized by the relevant competent authorities. For the relevant period, ING Bank had gross revenues of approximately EUR 58 million, which was principally related to legacy loan repayment, and ING Bank estimates that it had net profit of approximately EUR 395,000. ING Bank intends to terminate each of the legacy positions as the nature thereof and applicable law permits.

Canada

ING sold ING Direct Canada to Scotiabank, as further detailed in “Item 4 — Information on the Company — Changes in the Composition of the Group — Disposals occurred in 2012”. The transaction closed on 15 November, 2012. ING no longer conducts banking operations in Canada.

Asia/Pacific

Australia

ING’s banking activities are undertaken in Australia by ING Bank (Australia) Limited (trading as ING Direct) and ING Bank NV Sydney Branch. Banking activities in Australia are subject to licensing and regulation by the Australian Prudential Regulation Authority (“APRA”) and the Australian Securities and Investments Commission (“ASIC”). In addition ING entities are required to comply with the requirements under the Anti-Money Laundering and Counter Terrorism Financing Act that is subject to regulatory compliance oversight by the Australian Transaction Reports and Analysis Centre (“AUSTRAC”).

APRA is responsible for the prudential regulation of banks and other deposit taking institutions, life and general insurance companies, superannuation funds and Retirement Savings Account Providers. ASIC regulates corporate entities, markets, financial services and consumer credit activities. ASIC’s aim is to protect markets and consumers from manipulation, deception and unfair practices and also promote confident participation in the financial system.

ING Bank (Australia) Limited (trading as ING Direct) is an Australian incorporated subsidiary which holds a Banking Licence, an Australian Financial Services licence (“AFSL”) and Australian Credit License (“ACL”). As ING Bank (Australia) Limited provides banking products and services to retail customers it is subject to stringent legislative and regulatory disclosure and conduct requirements. ING Bank (Australia) Limited must demonstrate compliance as a condition to maintaining its AFSL and ACL. As an Australian incorporated subsidiary, ING Bank (Australia) Limited is also required to comply with corporate disclosure requirements and securities exchange listing requirements.

ING Bank N.V., Sydney Branch is not an Australian incorporated legal entity. ING Bank N.V., Sydney Branch holds its own AFSL which is limited to the provision of financial services to wholesale clients.

INSURANCE

Europe

Insurance companies in the EU are subject to supervision by insurance supervisory authorities in their home country. This principle of “home country control” was established in a series of directives adopted by the EU, which we refer to as the “1992 Insurance Directives”. In the Netherlands, DNB monitors compliance with applicable regulations, the capital base of the insurer and its actuarial reserves, as well as the assets of the insurer, which support such reserves. Pursuant to the 1992 EU Directives, ING may also conduct business directly, or through foreign branches, in all the other jurisdictions of the EU, without being subject to licensing requirements under the laws of the other EU member-states, though it has to deal with local legislation and regulation in all the European countries where it is active.

ING Insurance’s life and non-life subsidiaries in the EU are required to file detailed audited annual reports with their home country insurance supervisory authority. These reports are audited by ING Insurance’s independent auditors and include balance sheets, profit and loss statements, actuarial statements and other financial

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information. The authorizations granted by the insurance supervisory authorities stipulate the classes of business that an insurer may write an insurance policy for, and is required for every proposed new class of business. In addition, the home country insurance supervisory authority may require an insurer to submit any other information it requests and may conduct an audit at any time.

On the basis of the EU directives, European life insurance companies are required to maintain at least a shareholders’ equity level of generally 4% of insurance reserves (1% of separate account reserves), plus 0.3% of the amount at risk under insurance policies. The required shareholders’ equity level for Dutch non-life insurers is the greater of two calculations: one based on premiums and the other on claims.

In May 2012, the International Association of Insurance Supervisors (“IAIS”) published a proposed assessment methodology for designating global systemically important insurers (“G-SIIs”), as part of the global initiative to identify global systemically important financial institutions (“G-SIFIs”). The proposed methodology is intended to identify those insurers whose distress or disorderly failure, because of their size, complexity and interconnectedness, would cause significant disruption to the global financial system and economic activity. Based on the information obtained from the IAIS, the Financial Stability Board (“FSB”) will make final recommendations in consultation with national supervisory authorities. As one class of G-SIFIs, insurers identified as G-SIIs would be subject to additional policy measures, which are likely to include additional capital requirements, enhanced supervision and additional measures to improve the degree of self-sufficiency of G-SII’s different business segments. An initial list of G-SIIs is expected to be published by the FSB in April 2013, with annual updates thereafter. The costs and impact on us may further increase if ING Insurance is identified as a G-SII in the future.

The European Commission, jointly with Member States and EIOPA (European Insurance and Occupational Pensions Authority), is carrying out a fundamental review of the regulatory regime of the insurance industry — the Solvency II project. Solvency II will introduce economic risk-based solvency requirements across all EU Member States. These new solvency requirements will be more risk-sensitive and more sophisticated than in the past, thus enabling a better coverage of the real risks run by any particular insurer. Also, Solvency II will introduce new governance requirements and requirements relating to supervisory reporting and disclosure. The directive (level 1 text) was approved of by the Council in November 2009. As regards the level 2 text (delegated acts by the European Commission and/or implementing technical standards by EIOPA and the European Commission) and level 3 text (guidance by EIOPA), the work is advancing. In 2012, the initial implementation date of 31 October 2012 was delayed to 1 January 2014, but the current expectations are that this deadline will be delayed even further. It is not known yet what the new implementation date will be. This delay is caused inter alia by ongoing negotiations between the European Parliament, Council and Commission on the final level 2 text and the Omnibus II-Directive, which directive will amend certain provisions of the level 1 text. The negotiations inter alia concern finding appropriate solutions for the treatment of long term guarantees in the SII-framework. Hence, there is significant uncertainty regarding the timeline and final outcome of this process and we are unable to predict precisely how the regulations resulting from such initiatives and proposals could affect the insurance industry generally or our results of operations, financial condition and liquidity in particular. Nevertheless, in 2012, ING Insurance/Investment Management has invested much attention and effort in preparing itself to meet the Solvency II legal requirements. Both in the head office and in the business units, many activities have taken place in parallel to upgrade our existing practices of risk measurement, of risk management and of reporting to the level that meet the demands posed. In the coming period, ING will continue to take an active role in discussions with the industry and other stakeholders on the development of a European framework that is more robust. For more information, see “Item 3. Key Information — Risk Factors — We operate in highly regulated industries. There could be an adverse change or increase in the financial services laws and/or regulations governing our business — Solvency II”.

Americas

United States

ING Group’s United States insurance subsidiaries are subject to comprehensive and detailed regulation of their activities under U.S. state and federal laws. Supervisory agencies in various states have broad powers to grant or revoke licenses to conduct business, regulate trade practices, license agents, approve policy forms and certain premium rates, set standards for capital and reserve requirements, determine the form and content of required financial reports, examine insurance companies, require investment portfolio diversification and prescribe the type and amount of permitted investments. Insurance companies are subject to a mandatory annual audit of their statutory basis financial statements by an independent certified public accountant, and in addition, are subject to an insurance department financial condition examination by their state of domicile approximately every three to five years.

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ING Insurance’s U.S. operations are subject to Risk Based Capital (“RBC”) guidelines which provide a method to measure the adjusted capital (statutory capital and surplus plus other adjustments) that insurance companies should maintain, taking into account the risk characteristics of the company’s investments and products. The RBC guidelines are used by state insurance regulators as an early warning regulatory tool to identify possibly inadequately capitalized insurers which may need additional regulatory oversight. Each of the companies comprising ING Insurance’s U.S. operations was above its target and statutory minimum RBC ratios at year-end 2012.

Insurance holding company statutes and regulations of each insurer’s state of domicile require periodic disclosure concerning the ultimate controlling person (i.e. the corporation or individual that controls the insurer). Such statutes also impose various limitations on investments in, or transactions with, affiliates and may require prior approval of the payment of certain dividends by the domestic insurer to its immediate parent company. ING is subject, by virtue of its ownership of U.S. insurance companies, to certain of these statutes and regulations.

Although the U.S. federal government generally does not directly regulate the insurance business, many federal laws affect the insurance business in a variety of ways, including federal privacy legislation which requires safeguarding and maintaining the confidentiality of customer information, federal tax laws relating to insurance and annuity product taxation, and the USA PATRIOT Act of 2001 requiring, among other things, the establishment of anti-money laundering monitoring programs. In addition, a number of the products issued by ING Group’s U.S. insurance companies are regulated as securities under state and federal law. Finally, a variety of U.S. retirement savings products and services may be subject to Department of Labor regulation under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Finally, the Dodd Frank Act (described above) and the regulations that are promulgated to implement it could have an impact on ING’s U.S. insurance operations if they are deemed “systematically significant”. The newly created Federal Insurance Office within the Treasury Department is not expected to act as a federal domestic insurance regulator, but it could nonetheless impact ING’s U.S. insurance operations if it negotiates binding international insurance agreements affecting U.S. carriers.

Mexico

ING’s mortgage business in Mexico is subject to general rules and detailed regulations under Mexican federal law. In December 2012, our Mexican subsidiary in charge of the mortgage business, converted from a Non-Related Limited Purpose Financial Company (Sociedad Financiera de Objeto Limitado No-Vinculada) to a Non-Regulated Multi-Purpose Financial Company (Sociedad Financiera de Objeto Múltiple No Regulada). As a result of the conversion, this entity is governed by the General Law of Ancillary Credit Organizations and Activities (Ley General de Organizaciones y Actividades Auxiliares de Crédito) and General Law of Commercial Companies.

The Commerce Code, the Foreign Investment Law, Income Tax Laws and regulations issued by the Ministry of Finance, such as anti-money laundering provisions, are also applicable to this entity.

In addition, the National Banking Commission (CNBV) and the National Commission for the Protection and Defense of the Users of Financial Services (CONDUSEF) regulate ING as a Non-Regulated Multi-Purpose Financial Company in regards to anti-money laundering matters and the services provided to clients in Mexico. This entity is also subject to a mandatory annual audit of its financial statements and tax reports by independent auditors.

Argentina

In May 2009, ING sold 100% of its stake in the insurance annuities business in Argentina.

ING is in the final stage of the process of liquidating Nationale-Nederlanden Cía de Seguros de Vida (INGIA), a legacy company which is a branch of Nationale-Nederlanden Life in Holland. In late 2004, ING sold the insurance portfolio of this company. Currently INGIA is winding down the entire business, with the completion expected to occur in the middle of 2013.

Private pension fund businesses in Argentina were nationalized on 9 December 2008, pursuant to law 26.425. This law ordered all Private Pension Fund Managers (“AFJP”) to transfer the pension funds they then held to the ANSES (“Administración Nacional de la Seguridad Social”), the Argentine State social security system. As a result of the nationalization of the Argentine pension fund system, ANSES has taken over control of the private

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pension funds and ING’s Argentine AFJP will ultimately be liquidated. During this liquidation process, the AFJP is regulated by the General Inspection of Justice (“Inspección General de Justicia”).

Asia/Pacific

While the insurance regulations in Asia Pacific vary from country to country, these regulations are designed to protect the interests of policyholders. Most jurisdictions in which ING operates have regulations governing solvency standards, capital and reserves level, permitted investments, business conduct, sales intermediaries licensing and sales practices, policy forms and, for certain lines of insurance, approval or filing of rates. In certain jurisdictions, regulations limit sales commissions and certain marketing expenses. In general, insurers are required to file detailed financial statements with their regulators. Regulators have power to conduct regular or specific examinations of the insurers’ operations and accounts and request for information from the insurers.

Japan

ING Group’s life insurance subsidiary in Japan is subject to the supervision of the Financial Services Agency, the chief regulator in Japan, the rules and regulations as stipulated by the Insurance Law, Insurance Business Law and ordinances of the Cabinet Office. The affairs handled by the Financial Services Agency include, among others, planning and policymaking concerning financial systems and the inspection and supervision of private sector financial institutions including insurance companies.

New products, revision of existing products, etc. require approval by the Financial Services Agency. The Cabinet Office ordinances stipulate the types and proportions of assets in which an insurance company can invest. The Insurance Business Law further requires that an insurance company set aside a liability reserve to provide for the fulfillment of the level of expected mortality and other assumptions that are applied in calculating liability reserves for long-term contracts. In addition to the required audit by external auditors, insurance companies are required to appoint a corporate actuary and have such corporate actuary be involved in the method of calculating premiums and other actuarial, accounting and compliance matters.

South Korea

ING Group’s South Korean insurance companies are subject to supervision by the Financial Services Commission (“FSC”) and its executive arm, the Financial Supervisory Service (“FSS”), the main financial regulator in Korea. In addition, insurance companies are — as all companies doing business in Korea — subject to the Korea Fair Trade Commission (“KFTC”)’s authority on antitrust and unfair trade matters. Another body, the Korean Insurance Development Institute (“KIDI”) established under the Insurance Business Law (“IBL”), calculates net insurance premium rates that insurance companies can apply and reports such premium rates to the FSC. The KIDI also confirms insurance companies’ methods of calculating insurance premiums and the liability reserve in relation to new products and revisions of existing products. Since April 2007, the FSS adopted the Risk Assessment and Application System to strengthen insurance risk management system of insurance companies. The IBL has been amended comprehensively as of January 2011, to strengthen consumer protection while liberalizing regulation on asset management and product development process, among others.

BROKER-DEALER AND INVESTMENT MANAGEMENT ACTIVITIES

Americas

United States

ING’s broker-dealer entities in the United States are regulated by the Securities and Exchange Commission, the states in which they operate, and the Financial Industry Regulatory Authority (“FINRA”), the self-regulatory organization that succeeded to the securities industry self-regulatory functions of the National Association of Securities Dealers and the New York Stock Exchange. The primary governing statutes for such entities are the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and state statutes and regulations, as applicable. These and other laws, and the regulations promulgated thereunder, impose requirements (among others) regarding minimum net capital, safeguarding of customer assets, protection and use of material, non-public (inside) information, record-keeping requirements, supervision of employee activities, credit to customers, suitability determinations in the context of recommending transactions to customers, clearance and settlement procedures and anti-money laundering standards and procedures. The rules of FINRA in some respects duplicate the above-mentioned legal requirements, but also impose requirements specific to the marketplaces that FINRA oversees. For example, FINRA imposes requirements relating to activities by market-makers in the over-the-counter market in equity securities and requirements regarding transactions effected in its listed securities market.

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Certain ING entities in the United States (including certain of its broker-dealers) also act in the capacity of a federally registered investment advisor (i.e. providing investment advice to customers for a fee), and are governed in such activities by the Investment Advisers Act of 1940, as amended. Moreover, certain ING entities manage registered investment companies (such as mutual funds) and the Investment Company Act of 1940, as amended, regulates the governance and activities of those funds. These laws impose, among other things, record-keeping and disclosure requirements on ING in the context of such activities. Moreover, the laws impose restrictions on transactions or require disclosure of transactions involving advisory clients and the advisor or the advisors’ affiliates, as well as transactions between advisory clients. In addition, ERISA imposes certain obligations on investment advisors managing employee plan assets as defined in the Act.

Other federal laws affect ING’s U.S. financial services businesses in a variety of ways, including federal and state privacy legislation that requires safeguarding and confidentiality of customer information, federal tax laws, and the USA PATRIOT Act of 2001 requiring, among other things, the establishment of anti-money laundering monitoring programs. Certain sales and solicitation practices are also subject to U.S. Department of Labor and state regulation and disclosure obligations as well.

The failure of ING to comply with these various requirements could result in civil and criminal sanctions and administrative penalties imposed by the U.S. federal or state governments or agencies, or civil sanctions and administrative penalties imposed by the Securities and Exchange Commission, the state securities regulators, or FINRA. Moreover, employees who are found to have participated in the violations, and the managers of these employees, also may be subject to penalties by governmental and self-regulatory agencies.

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COMPETITION

ING is a global financial institution of Dutch origin with presence in more than 40 countries, currently offering banking, investments, life insurance and retirement services to meet the needs of a broad customer base.

We are concentrating on our position as a strong European bank with attractive home market positions in Northern Europe and growth options in Central and Eastern Europe and Asia, while creating an optimal base for independent futures for our insurance operations (including investment management). We aim to deliver financial products and services in the way our customers want them delivered: with exemplary service, convenience and at competitive prices.

The mature markets of the Netherlands, Belgium, the Rest of Europe, North America and Australia are characterised by a high degree of competition. In emerging markets the degree of competition between companies from mature markets and local players has risen rapidly in the past few years. In both mature and emerging markets ING and its competitors have sought to form alliances and strategic relationships with local institutions, which are becoming more and more sophisticated and competitive.

As described under “Group Strategy” above, ING was required to develop and submit the Restructuring Plan to the EC following the Dutch state aid received in 2008/2009. This Restructuring Plan was amended significantly in 2012. The Restructuring Plan includes restrictions on acquisitions and price leadership for certain products in the EU markets, and ING is also required to carry out certain commitments, including repaying the state aid received from the Dutch State. Such measures could affect our ability to competitively price our products and to further compete with other industry players that are not subject to such restrictions.

In the long run, competition in the financial services industry in both mature and emerging markets will continue to be based on factors such as customer service, price, products offered, financial strength, brand recognition, scope of distribution systems and, in the case of investment-linked insurance products and asset management services, investment performance. Management believes that over the coming years ING’s major competitors will be the leading global European, American and Asian commercial banks, insurance companies, asset management and other financial-services companies. However, competition has become less global and more regional. In the last few years financial services providers around the world have increasingly focused their efforts on certain home markets. ING is no exception to this

RATINGS

We rely upon the short-term and long-term debt capital markets for funding, and the cost and availability of debt financing is significantly influenced by our credit ratings. Credit ratings may also be important to customers and counterparties when we are competing in certain markets.

ING Groep N.V.’s long-term senior debt is rated “A” (with a negative outlook) by Standard & Poor’s Ratings Service (“Standard & Poor’s”), a division of the McGraw-Hill Companies, Inc. ING Groep N.V.’s long-term senior debt is rated “A3” (with a negative outlook) by Moody’s Investors Service (“Moody’s”). ING Groep N.V.’s long term senior debt is rated “A” (with a negative outlook) by Fitch Ratings (“Fitch”).

ING Bank N.V.’s long-term senior debt held a “A+” (with a negative outlook) rating by Standard & Poor’s. Moody’s rated ING Bank N.V.’s long-term senior debt at “A2” (with a negative outlook). Finally, ING Bank N.V.’s long-term senior debt was rated “A+” (with a negative outlook) by Fitch Ratings, Ltd.

ING Verzekeringen N.V.’s long-term senior debt is rated “A-” (with a negative outlook) by Standard & Poor’s and “Baa2” (with a developing outlook) by Moody’s. Fitch rated ING Verzekeringen N.V.’s long-term senior debt “A-” (with a negative outlook).

ING Bank N.V.’s short-term senior debt held a rating of “A-1” by Standard & Poor’s and Prime-1 (P-1) by Moody’s. Fitch rated ING Bank N.V.’s short-term senior debt “F1+”.

ING Verzekeringen N.V.’s short-term senior debt is rated “A-2” by Standard & Poor’s and Prime-2 (P-2) by Moody’s. ING Verzekeringen held a F2 rating by Fitch.

All ratings are provided as of 18 March 2013, and are still current at date of filing.

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DESCRIPTION OF PROPERTY

ING predominantly leases the land and buildings used in the normal course of its business. In addition, ING has part of its investment portfolio invested in land and buildings. Management believes that ING’s facilities are adequate for its present needs in all material respects.

Item 4A. Unresolved Staff comments

None.

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Item 5. Operating and financial review and prospects

The following review and prospects should be read in conjunction with the consolidated financial statements and the related Notes thereto included elsewhere herein. The consolidated financial statements have been prepared in accordance with IFRS-IASB. Unless otherwise indicated, financial information for ING Group included herein is presented on a consolidated basis under IFRS-IASB.

FACTORS AFFECTING RESULTS OF OPERATIONS

ING Group’s results of operations are affected by demographics (particularly with respect to life insurance) and by a variety of market conditions, including economic cycles, banking industry cycles and fluctuations in stock markets, interest and foreign exchange rates. See “Item 3. Key information — Risk Factors” for more factors that can impact ING Group’s results of operations.

Financial environment

In 2012 the external environment continued to have an impact on ING as the euro sovereign debt crisis in the Eurozone maintained a challenging economic and financial market environment for a major part of the year. This led to international capital and money markets not functioning in the manner they would in more normal circumstances. This had repercussions (for us, our industry and the broader economy) especially in Europe where funding for governments and financial institutions continues to be difficult in certain markets. For details regarding the impact of the credit and liquidity crisis on ING’s assets and results reference is made to the section “Risk Management” and Note 4 in Note 2.1 to the consolidated financial statements, which also includes details on the sovereign debt crisis.

General market conditions

Demographic studies suggest that over the next decade there will be growth in the number of individuals who enter the age group that management believes is most likely to purchase retirement-oriented life insurance products in ING’s principal life insurance markets. In addition, in a number of our European markets, including the Netherlands, retirement, medical and other social benefits previously provided by the government have been, or in the coming years are expected to be, curtailed. Management believes this will increase opportunities for private sector providers of life insurance, health, pension and other social benefits-related insurance products. Management believes that ING Insurance is, due to its distribution networks, the quality and diversity of its products and its investment management expertise well positioned to benefit from these developments. In addition, the emerging markets in which ING Insurance has insurance operations generally have lower gross domestic products per capita and gross insurance premiums per capita than the countries in Western Europe and North America in which ING Insurance has insurance operations. Management believes that insurance operations in these emerging markets provide ING Insurance with the market presence which will allow it to take advantage of anticipated growth in these regions. In addition, conditions in the non-life insurance markets in which ING Insurance operates are cyclical, and characterized by periods of price competition, fluctuations in underwriting results, and the occurrence of unpredictable weather-related and other losses.

Fluctuations in equity markets

Our insurance and asset management operations are exposed to fluctuations in equity markets. Our overall investment return and fee income from equity-linked products are influenced by equity markets. The fees we charge for managing portfolios are often based on the performance and value of the portfolio. In addition, fluctuations in equity markets may affect sales of life and pension products, unit-linked products, including variable business and may increase the amount of withdrawals which will reduce related management fees. Furthermore, equity markets have an impact on technical provisions related to our variable annuities portfolio. Our direct shareholdings that are classified as investments are exposed to fluctuations in equity markets. The securities we hold may become impaired in the case of a significant or prolonged decline in the fair value of the security below its cost. Our banking operations are exposed to fluctuations in equity markets. ING Bank maintains an internationally diversified and mainly client-related trading portfolio. Accordingly, market downturns are likely to lead to declines in securities trading and brokerage activities which we execute for customers and therefore to a decline in related commissions and trading results. In addition to this, ING Bank also maintains equity investments in its own non-trading books. Fluctuations in equity markets may affect the value of these investments.

Fluctuations in interest rates

Our insurance operations are exposed to fluctuations in interest rates through impacts on sales and surrenders of life insurance and annuity products. Declining interest rates may impact profitability as a result of a reduced spread between the guaranteed interest rates to policyholders and the investment returns on fixed interest

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investments. Declining interest rates may also affect the results of our reserve adequacy testing which may in turn result in reserve strengthening. Rising interest rates may increase the surrender of policies which may require liquidation of fixed interest investments at unfavorable market prices. This could result in realized investment losses. Our banking operations are exposed to fluctuations in interest rates. Our management of interest rate sensitivity affects the results of our banking operations. Interest rate sensitivity refers to the relationship between changes in market interest rates on the one hand and future interest earnings and economic value of the bank’s underlying banking portfolios on the other hand. Both the composition of our banking assets and liabilities and the fact that interest rate changes may affect client behavior in a different way than assumed in our internal models result in a mismatch which causes the banking longer term operations’ net interest income and trading results to be affected by changes in interest rates.

Fluctuations in exchange rates

ING Group is exposed to fluctuations in exchange rates. Our management of exchange rate sensitivity affects the results of our operations through the trading activities for our own account and because we prepare and publish our consolidated financial statements in euros. Because a substantial portion of our income and expenses is denominated in currencies other than euros, fluctuations in the exchange rates used to translate foreign currencies, particularly the U.S. Dollar, Pound Sterling, Turkish Lira, Chinese Renminbi, Australian Dollar, Polish Zloty, Korean Won and the Indian Rupee into euros will impact our reported results of operations and cash flows from year to year. This exposure is mitigated by the fact that realized results in non-euro currencies are translated into euro by monthly hedging. See Note 25 of Note 2.1 to the consolidated financial statements for a description of our hedging activities with respect to foreign currencies. Fluctuations in exchange rates will also impact the value (denominated in euro) of our investments in our non-euro reporting subsidiaries. The impact of these fluctuations in exchange rates is mitigated to some extent by the fact that income and related expenses, as well as assets and liabilities, of each of our non-euro reporting subsidiaries are generally denominated in the same currencies. The translation risk is managed by taking into account the effect of translation results on the core Tier-1 ratio.

For the years 2012, 2011 and 2010, the year-end exchange rates (which are the rates ING uses in the preparation of the consolidated financial statements for balance sheet items not denominated in euros) and the average quarterly exchange rates (which are the rates ING uses in the preparation of the consolidated financial statements for income statement items and cash flows not denominated in euros) were as follows for the currencies specified below:

Average
	4Q 2012		3Q 2012		2Q 2012		1Q 2012
U.S. dollar		1.303		1.260		1.289		1.323
Australian dollar		1.253		1.215		1.265		1.259
Canadian dollar		1.293		1.258		1.297		1.324
Pound sterling		0.808		0.795		0.813		0.837
Japanese yen		106.304		98.847		103.318		104.628
South Korean won		1,416.763		1,424.028		1,477.039		1,498.021
Turkish lira		2.334		2.275		2.320		2.373
Polish zloty		4.107		4.160		4.243		4.243

	4Q 2011		3Q 2011		2Q 2011		1Q 2011
U.S. dollar		1.343		1.417		1.449		1.378
Australian dollar		1.327		1.349		1.359		1.357
Canadian dollar		1.372		1.395		1.397		1.358
Pound sterling		0.857		0.883		0.888		0.865
Japanese yen		104.222		110.315		118.177		113.084
South Korean won		1,540.686		1,544.925		1,561.218		1,538.012
Turkish lira		2,464		2.437		2.275		2.168
Polish zloty		4.440		4.141		3.973		3.966

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	4Q 2010		3Q 2010		2Q 2010		1Q 2010
U.S. dollar		1.347		1.290		1.285		1.386
Australian dollar		1.376		1.431		1.450		1.541
Canadian dollar		1.371		1.347		1.322		1.452
Pound sterling		0.857		0.834		0.856		0.884
Japanese yen		110.883		110.502		118.316		126.568
South Korean won		1,531.253		1,530.355		1,495.789		1,600.933
Turkish lira		2.000		1.957		1.976		2.097
Polish zloty		3.999		4.034		3.996		3.997

	Year-end
	2012		2011		2010
U.S. dollar		1.319		1.295		1.338
Australian dollar		1.272		1.273		1.314
Canadian dollar		1.313		1.320		1.334
Pound sterling		0.816		0.836		0.862
Japanese yen		113.634		100.196		108.745
South Korean won		1,402.888		1,500.636		1,500.388
Turkish lira		2.357		2.436		2.067
Polish zloty		4.083		4.468		3.959

Sovereign Debt Exposures

For information regarding certain sovereign debt exposures, see Note 4 “Investments” of Note 2.1.2 and Note 2.2.1 “Risk Management” to the consolidated financial statements.

Critical Accounting Policies

See Note 2.1 to the consolidated financial statements.

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CONSOLIDATED RESULTS OF OPERATIONS

The following information should be read in conjunction with, and is qualified by reference to the Group’s consolidated financial statements and other financial information included elsewhere herein.

The section Group Overview on next page presents the consolidated results of ING Group in accordance with IFRS-ASB. ING Group evaluates the results of its segments using the financial performance measure called underlying result. Underlying result is defined as result under IFRS-IASB excluding the impact of divestments, discontinued operations and special items. The section Segment Reporting on next page presents the segment results on the basis of the performance measure underlying result. For further information on underlying result for the banking and insurance activities, as well as the reconciliation of our segment underlying result before tax to our net result, see Note 52 of Note 2.1 to the consolidated financial statements.

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GROUP OVERVIEW

The following table sets forth the consolidated results of ING Group in accordance with IFRS-IASB for the years ended 31 December 2012, 2011 and 2010:

IFRS-IASB Consolidated Income Statement	2012		2011		2010
	(in EUR millions)
Income from banking operations:
Interest income		61,297		66,181		69,687
Interest expense		49,329		52,724		56,271
Net interest result		11,968		13,457		13,417
Commission income		2,133		2,496		2,633
Investment and Other income		1,145		573		1,090
Total income from banking operations		15,246		16,526		17,139
Income from insurance operations:
Premium income		20,277		20,279		21,280
Commission income		1,405		1,421		1,384
Investment and Other income		5,007		7,433		5,371
Total income from insurance operations		26,689		29,133		28,035
Total income (1)		41,788		45,309		44,838
Total expenditure from banking operations		11,969		11,881		11,904
Total expenditure from insurance operations		26,927		29,741		30,217
Total expenditure (1)		38,748		41,271		41,785
Result before tax from banking operations		3,277		4,647		5,235
Result before tax from insurance operations		-238		-608		-2,182
Result before tax		3,040		4,038		3,053
Taxation		578		890		994
Result from discontinued operations (2)		908		1,673		405
Minority interests		111		81		97
Net result IFRS-IASB		3,259		4,740		2,367
Underlying net result from banking operations		1,513		1,951		3,394
Underlying net result from insurance operations		456		-230		-1,252
Underlying net result		1,969		1,720		2,141
Divestments (3)		1,443		1,286		886
Result from discontinued operations (2)		550		678		405
Result from disposal of discontinued operations (2)		358		995
Special items (4)		-1,060		60		-1,065
Net result IFRS-IASB		3,259		4,740		2,367

1) Including intercompany eliminations

2) Reference is made to Note 26 “Discontinued operations” for more information on discontinued business.

3) Divestments Bank: sale ING Direct USA (EUR 489 million, 2012, EUR 332 million, 2011, EUR 308 million, 2010), sale ING Direct UK (EUR -260 million, 2012), Sale ING Direct Canada (EUR 1,219 million, 2012, EUR 76 million, 2011, EUR 97 million, 2010), sale REIM (EUR 453 million, 2011, EUR 23 million, 2010), sale Car Lease (EUR 405 million, 2011, EUR 57 million, 2010), sale Philippines (EUR 29 million, 2011) sale Private Banking Swiss (EUR 73 million, 2010), sale Private Banking Asia (EUR 334 million, 2010), sale Summit Canada (EUR -6 million, 2010). Divestments Insurance: sale IM Australia (EUR 26 million, 2011), Sale PALIC China (EUR 29 million, 2011), Other (sale EUR -5 million, 2011), sale joint-venture Brasil (EUR 22 million, 2010) sale Industry Pension Funds (EUR -19 million, 2012, EUR 4 million, 2010), sale Greece Non-life (EUR -4 million, 2010), sale U.S. (EUR -12 million, 2010), sale Argentina (EUR 15 million, 2012, EUR -4 million, 2011, EUR -17 million, 2010).

4) Special items Bank: new Dutch employee pension scheme (EUR 218 million, 2012), settlement with U.S. authorities (EUR -386 million, 2012), Liability Management transaction (EUR 647 million, 2011), separation and IPO preparation costs (EUR -37 million, 2012, EUR -48 million, 2011, EUR -43 million, 2010), Retail Netherlands strategy (EUR -33 million, 2012, EUR -106 million, 2011, EUR -180 million, 2010), restructuring provisions and other (EUR -390 million, 2012, EUR -212 million, 2011, EUR -116 million, 2010). Special items Insurance: new Dutch employee pension scheme (EUR 87 million, 2012), goodwill impairment Benelux (EUR -48 million, 2012), Liability Management transaction (EUR -30 million, 2012, EUR 71 million, 2011), separation and IPO preparation costs (EUR -131 million, 2012, EUR -153 million, 2011, EUR -41 million, 2010), restructuring provisions and other (EUR -309 million, 2012, EUR -145 million, 2011, EUR -177 million, 2010), goodwill impairment U.S. (EUR -510 million, 2010).

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Year ended 31 December 2012 compared to year ended 31 December 2011

The operating environment remained challenging throughout 2012, with volatile financial markets and an uncertain macroeconomic environment. Against this backdrop, ING Group’s 2012 net result declined to EUR 3,259 million from a net result of EUR 4,740 million 2011. ING’s 2012 net result includes EUR 1,443 million of divestments, and EUR -1,060 million of special items.

Underlying net result for 2012 was EUR 1,969 million, an increase of 14.5% from EUR 1,720 million a year earlier. Underlying net result is derived from total net result by excluding the impact from divestment, discontinued operations and special items.

Year ended 31 December 2011 compared to year ended 31 December 2010

Operating conditions were challenging in 2011, as financial markets continued to be volatile and the macroeconomic environment deteriorated further in the second half of the year. The prolonged weakness of the economic recovery and its impact on local and capital markets were especially prominent in the fourth quarter. Despite this difficult context, ING Group’s full-year results improved in 2011 compared with 2010. The full-year 2011 net result was EUR 4,740 million compared with a net result of EUR 2,367 million in 2010.

Underlying net result for 2011 was EUR 1,720 million, down 19.7% from EUR 2,141 million a year earlier. Underlying net result is derived from total net result by excluding the impact from divestments, discontinued operations and special items.

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SEGMENT REPORTING

ING Group’s segments are based on the management structure of the Group, which is different from its legal structure. ING Group evaluates the results of its segments using the financial performance measure called underlying result. Underlying result is defined as result under IFRS-IASB excluding the impact of divestments, discontinued operation and special items.

While these excluded items are significant components in understanding and assessing the Group’s consolidated financial performance, ING Group believes that the presentation of underlying result before tax enhances the understanding and comparability of its segment performance by highlighting result before tax attributable to ongoing operations and the underlying profitability of the segment businesses. For example, we believe that trends in the underlying profitability of our segments can be more clearly identified without the effects of the realized gains/losses on divestitures as the timing is largely subject to the Company’s discretion, influenced by market opportunities and ING Group does not believe that they are indicative of future results. Underlying result before tax is not a substitute for result before tax as determined in accordance with IFRS-IASB. ING Group’s definition of underlying result before tax may differ from those used by other companies and may change over time.

For the banking activities underlying result is analysed in a format that is similar to the IFRS profit and loss account.

With regard to insurance activities, ING Group analyses the underlying result through a margin analysis, which includes the following components:

• Operating result

• Non-operating items

Both are analysed into various sub-components. The total of operating result and non-operating items (gains/ losses and impairments, revaluations and market & other impacts) equals underlying result before tax.

To determine the operating result the following non-operating items are adjusted in the reported underlying result before tax:

• Realised capital gains/losses and impairments on debt and equity securities;

• Revaluations on assets marked to market through the P&L; and

• Other non-operating impacts, e.g. provision for guarantees on separate account pension contracts, equity related and other DAC unlocking, Variable Annuities/Fixed Indexed Annuities (“VA/FIA”) Guaranteed Benefit Reserve Unlocking and DAC offset on gains/losses on debt securities.

The operating result for the life insurance business is also broken down in expenses and the following sources of income:

• Investment margin which includes the spread between investment income earned and interest credited to insurance liabilities (excluding market impacts, but including dividends and coupons);

• Fees and premium-based revenues which includes the portion of life insurance premiums available to cover expenses and profit, fees on deposits and fee income on assets under management (net of guaranteed benefit costs in the United States);

• Technical margin which includes the margin between costs charged for benefits and incurred benefit costs — it includes mortality, morbidity and surrender results; and

• Non-modelled which is immaterial and includes parts of the business for which no margins are provided.

As of the fourth quarter of 2010, the Legacy Variable Annuity business in the U.S. has been reported and analysed separately from the other U.S. business in the internal management reporting. Therefore as of 1 October 2010 ING has reported the Insurance U.S. Legacy VA business as a separate business line to improve the transparency of the ongoing business. ING Group’s accounting policy for reserve adequacy requires each segment to be adequate at the 50% confidence level. The separation of the Legacy VA business into a separate segment triggered a charge in the fourth quarter of 2010 to bring reserve adequacy on the new Insurance US Closed Block VA business line to the 50% level. This charge is reflected as a DAC write-down of EUR 975 million before tax. For 2011 the impact of the assumption adjustments includes a charge of EUR 177 million to restore the reserve adequacy of the Insurance U.S. Closed Block VA business line to the 50% level at 31 December 2011.

For further information on underlying result for the banking and insurance activities, as well as the reconciliation of our segment underlying result before tax to our net result, see Note 52 of Note 2.1 to the consolidated financial statements

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BANKING OPERATIONS

The following table sets forth the contribution of ING’s banking business lines and the corporate line banking (CL) to the underlying net result for each of the years 2012, 2011 and 2010. As of 2012 the internal management reporting structure for the banking operations was changed in order to improve transparency and to reflect the impact of the divestments of ING Direct USA and ING Real Estate Investment Management. The segments have changed accordingly. The comparatives have been adjusted to reflect the new segment structure for the banking operations. In 2011, ING Group identified the following segments for banking operations: Retail Netherlands, Retail Belgium, ING Direct, Retail Central Europe, Retail Asia, Commercial Banking (excluding Real Estate) and ING Real Estate. Retail Banking Germany (previously part of ING Direct) is now a separate segment. The remainder of ING Direct is combined with Retail Central Europe and Retail Asia into one new segment Retail Rest of World. ING Real Estate is included in Commercial Banking. The results of the IABF state loan (part of ING Direct USA which was not sold) is reported in the underlying result of the Corporate Line.

(EUR millions) 2012	Retail Netherlands		Retail Belgium		Retail Germany		Retail Rest of World		Commercial Banking		Corporate Line		Total Banking
Underlying income
•   Net interest result		3,377		1,723		1,141		1,788		3,422		260		11,712
•   Commission income		485		335		87		328		907		19		2,162
•   Total investment and other income		35		136		-36		-381		-222		-19		-488
Total underlying income		3,897		2,194		1,193		1,735		4,107		260		13,386
Underlying expenditure
•   Operating expenses*		2,353		1,418		669		1,714		2,436		311		8,900
•   Additions to loan loss provision		665		168		83		251		955				2,122
Total underlying expenditure		3,018		1,586		752		1,965		3,391		311		11,023
Underlying result before taxation		878		609		441		-230		716		-50		2,363
Taxation		219		169		161		37		200		-26		760
Minority interests						1		66		23				91
Underlying net result		660		439		278		-333		492		-24		1,513
Divestments								1,449						1,449
Special items		-284		-22						-129		-193		-628
Net result		376		417		278		1,116		363		-218		2,333

* including intangibles amortization and other impairments

(EUR millions) 2011	Retail Netherlands		Retail Belgium		Retail Germany		Retail Rest of World		Commercial Banking		Corporate Line		Total Banking
Underlying income
•   Net interest result		3,612		1,606		1,247		1,829		3,739		-58		11,975
•   Commission income		481		336		117		331		977		-13		2,230
•   Total investment and other income		52		88		-230		-185		-1,075		50		-1,298
Total underlying income		4,145		2,031		1,134		1,975		3,641		-20		12,907
Underlying expenditure
•   Operating expenses*		2,428		1,432		648		1,636		2,527		153		8,824
•   Additions to loan loss provision		457		145		91		167		477				1,336
Total underlying expenditure		2,885		1,577		740		1,803		3,004		153		10,161
Underlying result before taxation		1,261		455		395		172		637		-173		2,746
Taxation		317		108		134		37		128		-7		717
Minority interests						1		59		19				79
Underlying net result		944		347		259		76		490		-166		1,951
Divestments		12		2				408		873				1,295
Special items		-246		-12						-80		620		281
Net result		710		337		259		484		1,283		454		3,527

* including intangibles amortization and other impairments

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(EUR millions) 2010	Retail Netherlands		Retail Belgium		Retail Germany		Retail Rest of World		Commercial Banking		Corporate Line		Total Banking
Underlying income
•   Net interest result		3,816		1,608		1,070		1,818		3,672		-25		11,958
•   Commission income		498		345		118		342		939		-13		2,228
•   Total investment and other income		-4		95		-17		32		144		232		483
Total underlying income		4,310		2,047		1,171		2,192		4,755		193		14,669
Underlying expenditure
•   Operating expenses*		2,376		1,345		609		1,548		2,643		145		8,666
•   Additions to loan loss provision		560		160		120		118		490				1,448
Total underlying expenditure		2,936		1,505		729		1,666		3,133		145		10,114
Underlying result before taxation		1,374		542		442		526		1,622		49		4,555
Taxation		361		91		139		143		359		-1		1,092
Minority interests				-6		1		42		33				70
Underlying net result		1,013		458		302		340		1,231		50		3,394
Divestments		16		75				739		56				886
Special items		-232		-13						-65		-30		-340
Net result		797		520		302		1,079		1,221		20		3,940

* including intangibles amortization and other impairments

Year ended 31 December 2012 compared to year ended 31 December 2011

Underlying result before tax declined by 13.9% to EUR 2,363 million in 2012, from EUR 2,746 million in 2011. This decline in result was partially mitigated by EUR 526 million less negative fair value changes on derivatives related to asset-liability-management activities for the mortgage and savings portfolios in the Netherlands and Belgium. These fair value changes are mainly caused by changes in market interest rates. As explained on page 3, no hedge accounting is applied to these derivatives under IFRS-IASB. Excluding these fair value changes, the underlying result before tax dropped 22.0% to EUR 3,219 million in 2012 from EUR 4,128 million in 2011. This decline mainly reflects higher risk costs due to the weak economic and business fundamentals, negative credit and debt valuation adjustments (CVA/DVA), and the new Dutch Bank levy. In 2012, the result furthermore included EUR 601 million of losses from pro-active de-risking in the European debt securities portfolio, while the result in 2011 included EUR 181 million of de-risking losses and EUR 588 million of impairments on Greek government bonds. CVA/DVA adjustments in Commercial Banking and the Corporate Line had a negative impact of EUR 587 million in 2012, mainly reflecting a tightening of ING Bank’s credit spread, compared with EUR 275 million of positive CVA/DVA impacts in 2011. Excluding these and other market-related items, underlying result before tax was 14.0% lower, fully attributable to higher risk costs.

Net result from banking operations declined to EUR 2,333 million in 2012 from EUR 3,527 million in 2011. In 2012, the sale of ING Direct Canada and ING Direct USA as well as the expected loss on the announced sale of ING Direct UK, resulted in a total net gain of EUR 1,365 million, while the operating net results from the divested units amounted to EUR 84 million. In 2012, special items after tax were EUR -628 million, mainly related to a settlement with authorities in the United States, various restructuring programs, including further restructuring in Retail Netherlands and Commercial Banking, and costs related to the separation of Bank and Insurance. These negative impacts were partly offset by a provision release following the announcement of the new Dutch employee pension scheme. In 2011, the divestment of ING Real Estate Investment Management, ING Car Lease and IIM Philippines resulted in a net gain of EUR 821 million, while the operating net results from the divested units amounted to EUR 474 million. Special items after tax were EUR 281 million positive in 2011, driven by the EUR 647 million net gain on the liability management transaction that was completed in December 2011. The gain was partly offset by special items from various restructuring programs, including the strategic measures taken in Retail Netherlands and Commercial Banking as well as additional costs for the merger of the Dutch retail banking activities, and costs related to the separation of Bank and Insurance.

Total underlying income improved by 3.7% to EUR 13,386 million in 2012 from EUR 12,907 million. The underlying net interest result decreased by 2.2% to EUR 11,712 million. The main reasons for this decrease were lower interest results on savings, reflecting the low interest rate environment, and the impact of de-risking, and higher liquidity costs as the Bank lengthened its funding profile. The underlying interest margin declined to 1.32%, from 1.38% in 2011. Commission income fell 3.0% to EUR 2,162 million, mainly in Commercial Banking. Total investment and other income improved to EUR -488 million, from EUR -1,298 million in 2011. The improvement by the aforementioned EUR 526 million lower negative fair value changes on derivatives related to asset-liability-management activities for the mortgage and savings portfolios, a EUR 323 million gain on the sale of ING’s equity stake in Capital One, lower combined losses from impairments and de-risking in the European

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debt securities portfolio and improved performance at Bank Treasury, partly offset the negative swing in CVA/DVA adjustments.

Underlying operating expenses increased slightly, by 0.9% to EUR 8,900 million, compared with EUR 8,824 million in 2011. The increase was mainly due to inflationary and regulatory pressure, including the EUR 175 million Dutch Bank levy, partly offset by strong cost control and lower impairments on real estate development projects. The underlying net addition to the provision for loan losses increased to EUR 2,122 million, from EUR 1,336 million in 2011. Risk costs were 73 basis points of average risk-weighted assets compared with 48 basis points in 2011.

Year ended 31 December 2011 compared to year ended 31 December 2010

Underlying result before tax declined to EUR 2,746 million in 2011 from EUR 4,555 million in 2010. This decline was partially caused by higher negative fair value changes on derivatives related to asset-liability-management activities for the mortgage and savings portfolios in the Netherlands and Belgium of EUR 787 million. These fair value changes are mainly a result of changes in market interest rates. As explained on page 3, no hedge accounting is applied to these derivatives under IFRS-IASB. Excluding these fair value changes, underlying result before tax dropped 19.8% to EUR 4,128 million from EUR 5,150 million in 2010, mainly reflecting the impact of the sovereign debt crisis in Europe. The decline was mainly due to EUR 588 million of impairments on Greek government bonds and EUR 181 million of losses on selective de-risking at Retail Germany and Retail Rest of World, while the previous year included EUR 275 million of capital gains on the sale of two Asian equity stakes. Also excluding these items, underlying result before tax slightly rose by 0.5%.

Net result from banking operations declined to EUR 3,527 million in 2011 from EUR 3,940 million in 2010. In 2011, divestments of ING Real Estate Investment Management, ING Car Lease and IIM Philippines have resulted in a net gain of EUR 821 million, while the operating net results from divested units amounted to EUR 474 million. In 2011, special items after tax were EUR 281 million positive, driven by the EUR 647 million net gain on the liability management transaction that was completed in December 2011. The gain was partly offset by special items from various restructuring programs, including the strategic measures taken in Retail Netherlands and Commercial Banking as well as additional costs for the merger of the Dutch retail banking activities, and costs related to the separation of Banking and Insurance. In 2010, divestments included the gains on the sale of the Swiss and Asian Private Banking activities and the sale of Summit in Canada as well as the operating net results from divested units, while special items were related to the Bank’s previous restructuring programs.

Total underlying income declined 12.0% to EUR 12,907 million in 2011 from EUR 14,669 million in 2010. The underlying net interest result was practically stable at EUR 11,975 million, despite a small increase in volumes. The underlying interest margin however declined slightly to 1.38% from 1.39% in 2010. Commission income remained flat on 2010, as increases in Commercial Banking (mainly Industry Lending) were offset by declines in Retail Banking. Total investment and other income was EUR -1,298 million compared with EUR 483 million in 2010, whereas EUR 787 million of the decline was caused by higher negative fair value changes on derivatives related to asset-liability-management activities as mentioned above. The remaining decline was entirely due to the above-mentioned impairments on Greek government bonds and losses on selective de-risking at Retail Germany and Retail Rest of World taken in 2011, while 2010 included the capital gains on the sale of two Asian equity stakes.

Underlying operating expenses, which includes intangibles amortization and other impairments, increased by 1.8% to EUR 8,824 million, mainly due to specific investments in the business and a modest year-on-year increase in staff costs. This was largely offset by stringent cost control and lower impairments on real estate development projects. The underlying net addition to the provision for loan losses declined 7.7% to EUR 1,336 million from EUR 1,448 million in 2010. Risk costs in 2011 were 48 basis points of average risk-weighted assets compared with 49 basis points in 2010.

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The Banking business lines are analyzed using underlying result before tax in a format that is similar to the IFRS-IASB profit and loss account.

RETAIL NETHERLANDS

	Retail Netherlands
	2012		2011		2010
	(in EUR millions)
Underlying income:
Interest result		3,377		3,612		3,816
Commission income		485		481		498
Investment income and other income		35		52		-4
Total underlying income		3,897		4,145		4,310
Underlying expenditure:
Operating expenses		2,353		2,428		2,376
Additions to the provision for loan losses		665		457		560
Total expenditure		3,018		2,885		2,936
Underlying result before tax		878		1,261		1,374
Taxation		219		317		361
Minority interests
Underlying net result		660		944		1,013
Divestments				12		16
Special items		-284		-246		-232
Net result		376		710		797

Year ended 31 December 2012 compared to year ended 31 December 2011

Retail Netherlands underlying result before tax dropped 30.4% to EUR 878 million in 2012 compared with EUR 1,261 million in 2011, mainly due to lower income and higher additions to the provision for loan losses. The underlying income decreased by 6.0% to EUR 3,897 million in 2012, particularly due to a 6.5% decline in interest result. The interest margin on savings and current accounts declined as a reduction in client savings rates could not fully offset a lower return from the investment portfolio due to lower interest rates. Funds entrusted showed a strong net inflow of EUR 9.0 billion, supported by successful marketing campaigns. The net production in residential mortgages was EUR 1.8 billion, while interest margins improved slightly. Other lending, mainly business lending, declined by EUR 3.0 billion as demand for credit remained low. Operating expenses decreased by 3.1% to EUR 2,353 million in 2012, mainly reflecting the implementation of the cost-reduction programme announced in November 2011. Risk costs increased to EUR 665 million, or 133 basis points of average risk-weighted assets, mainly due to higher net additions in the mid-corporate and SME segments, and higher risk costs on mortgages reflecting lower house prices.

Underlying net result declined to EUR 660 million in 2012 compared with EUR 944 million in 2011. The net result also decreased to EUR 376 million in 2011 from EUR 710 million in 2011. Special items after tax in 2012 were EUR -284 million, mainly related to the Case for Change initiative, which was followed by a second phase of strategic initiatives in the fourth quarter of 2012, additional costs for the combining of ING Bank and Postbank, and restructuring at WestlandUtrecht Bank. Special items in 2011 were EUR -246 million, mainly related to the Case for Change initiative as well as additional costs for the combining of ING Bank and Postbank and the operational and legal separation of WestlandUtrecht Bank. Divestments in 2011 related to the operating net results of the divested ING Car Lease activities.

Year ended 31 December 2011 compared to year ended 31 December 2010

The underlying result before tax of Retail Netherlands decreased 8.2% to EUR 1,261 million in 2011 from EUR 1,374 million in 2010, principally driven by lower income and higher expenses, partly offset by a decrease in risk costs. Total underlying income decreased 3.8% to EUR 4,145 million in 2011. This decrease was mainly the result of a 5.3% decline in interest result, due to increased competition for savings putting pressure on margins. Net production in residential mortgages was EUR 3.6 billion, while volumes in other lending decreased EUR 0.2 billion and margins declined. Funds entrusted increased EUR 3.1 billion, mainly driven by a successful marketing campaign for a one-year deposit in the fourth quarter. Operating expenses rose 2.2% to EUR 2,428 million in 2011, mainly as a consequence of higher pension costs following updated mortality tables and an impairment on software in WestlandUtrecht Bank. The addition to loan loss provisions decreased 18.4% to EUR

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457 million, or 93 basis points of average risk-weighted assets, mainly due to lower additions for specific files in the mid-corporate and SME segments, although the level started to increase again in the last quarter of 2011.

Underlying net result decreased to EUR 944 million in 2011 from EUR 1,013 million in 2010. The net result declined to EUR 710 million in 2011 compared with EUR 797 million in 2010. In 2011, special items after tax amounted to EUR -246 million, mainly related to the Case for Change initiative as well as additional costs for the combining of ING Bank and Postbank and the operational and legal separation of WestlandUtrecht Bank. Special items in 2010 were EUR -232 million, mainly related to the Retail Netherlands Strategy (combining ING Bank and Postbank), other restructuring expenses and separation costs related to WestlandUtrecht Bank. Divestments in both years related to the operating net results of the in 2011 divested ING Car Lease activities.

RETAIL BELGIUM

	Retail Belgium
	2012		2011		2010
	(EUR millions)
Underlying income:
Interest result		1,723		1,606		1,608
Commission income		335		336		345
Investment income and other income		136		88		95
Total underlying income		2,194		2,031		2,047
Underlying expenditure:
Operating expenses		1,418		1,432		1,345
Additions to the provision for loan losses		168		145		160
Total expenditure		1,586		1,577		1,505
Underlying result before tax		609		455		542
Taxation		169		108		91
Minority interests						-6
Underlying net result		439		347		458
Divestments				2		75
Special items		-22		-12		-13
Net result		417		337		520

Year ended 31 December 2012 compared to year ended 31 December 2011

The underlying result before tax of Retail Belgium increased by 33.8% compared with 2011 to EUR 609 million, due to a strong increase in income supported by volume growth. Income rose 8.0% to EUR 2,194 million, from EUR 2,031 million in 2011, mainly due to higher interest results, as business growth was combined with higher margins. Last year’s income was furthermore negatively affected by EUR 17 million of impairments on Greek government bonds. Net mortgage production was EUR 1.8 billion in 2012, while other lending grew by EUR 2.5 billion. The net production in funds entrusted was EUR 3.3 billion, mainly attributable to the successful introduction of a new retail savings product in the first half of 2012. Operating expenses declined slightly to EUR 1,418 million compared with 2011. The lower contribution to the deposit guarantee scheme and lower personnel expenses were largely offset by inflation-driven cost increases and a new bank levy. Risk costs increased by 15.9% on 2011 to EUR 168 million, or 83 basis points of average risk-weighted assets, mainly due to higher net additions in the mid-corporate segment.

Underlying net result increased to EUR 439 million in 2012 from EUR 347 million in the previous year. The net result improved to EUR 417 million in 2012 from EUR 337 million in 2011. Special items after tax in both years related to the Belgian domestic transformation programme and the separation of Bank and Insurance.

Year ended 31 December 2011 compared to year ended 31 December 2010

The underlying result before tax of Retail Belgium fell 16.1% on 2010, as a slight decline in income was accompanied by higher operating expenses. Income decreased 0.8% compared to 2010, mainly due to EUR 17 million of impairments on Greek government bonds. Interest result remained flat, as decline in margins was compensated by higher volumes, particularly in savings and lending. Net production in mortgages totaled EUR 3.0 billion in 2011, while production in other lending was EUR 3.2 billion. The net production in funds entrusted was EUR 3.0 billion, mainly driven by the success of the Orange Book savings product in the beginning of that ear. Operating expenses increased 6.5% on 2010 to EUR 1,432 million, mainly reflecting higher staff expenses, increased contribution to the deposit guarantee scheme and higher marketing expenses. The addition to the

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provision for loan losses declined 9.4%, to EUR 145 million, or 77 basis points of average risk weighted assets, mainly attributable to releases in the mid-corporate segment.

Underlying net result decreased to EUR 347 million in 2011 from EUR 458 million in 2010. The net result declined to EUR 337 million from EUR 520 million. In 2011, the impact of divestments was EUR 2 million, fully related to operating results of ING Car Lease sold in 2011. In 2010, divestments added EUR 75 million, and included next to the operating results of ING Car Lease, the gain on the sale of Swiss Private Banking activities. Special items after tax, in both 2010 and 2011, mainly related to the domestic transformation programme.

RETAIL GERMANY

	Retail Germany
	2012		2011		2010
	(EUR millions)
Underlying income:
Interest result		1,141		1,247		1,070
Commission income		87		117		118
Investment income and other income		-36		-230		-17
Total underlying income		1,193		1,134		1,171
Underlying expenditure:
Operating expenses		669		648		609
Additions to the provision for loan losses		83		91		120
Total expenditure		752		740		729
Underlying result before tax		441		395		442
Taxation		161		134		139
Minority interests		1		1		1
Underlying net result		278		259		302
Net result		278		259		302

Year ended 31 December 2012 compared to year ended 31 December 2011

Retail Germany’s underlying result before tax rose 11.6% to EUR 441 million in 2012, compared with EUR 395 million in 2011, due to lower impairments and de-risking losses. Underlying income increased by 5.2% to EUR 1,193 million in 2012, as 2011 included EUR 136 million of impairments on Greek government bonds and EUR 48 million of losses on the selective sale of European bonds whereas EUR 21 million of de-risking losses in 2012. Excluding impairments and de-risking losses, underlying income decreased to EUR 1,214 million in 2012, from EUR 1,319 million in 2011. The interest result dropped 8.5% to EUR 1,141 million in 2012, from EUR 1,247 million in 2011, despite higher volumes, reflecting a lower interest margin on savings as the return on the investment portfolio declined following de-risking and higher excess cash positions. Commission income declined by EUR 30 million from 2011, mainly due to lower fees from securities business. In 2012 the total net production in funds entrusted was EUR 9.1 billion, while the net production in mortgages amounted to EUR 3.4 billion. Operating expenses increased by 3.2% compared with 2011, reflecting higher personnel expenses due to increased staff numbers and higher IT costs to support business growth. The additions to the provision for loan losses decreased in 2012 to EUR 83 million, or 38 basis points of average risk-weighted assets, from EUR 91 million in 2011 (or 46 basis points of average risk-weighted assets).

Both underlying net result and net result increased to EUR 278 million in 2012 compared to EUR 259 million in 2011.

Year ended 31 December 2011 compared to year ended 31 December 2010

The underlying result before tax of Retail Germany declined 10.6% to EUR 395 million in 2011, from EUR 442 million in 2010. The decrease was mainly due to EUR 136 million of impairments on Greek government bonds and EUR 48 million of de-risking losses in the investment portfolio in 2011, partly offset by higher interest income. Underlying income decreased to EUR 1,134 million in 2011 from EUR 1,171 million in 2010, fully due to the abovementioned impairments and losses. The interest result increased by EUR 177 million, or 16.5%, driven by higher volumes, while the interest margin remained stable. In 2011, the total net production in mortgages was EUR 5.0 billion while net inflow of funds entrusted was EUR 5.8 billion. Operating expenses increased by 6.4% in 2011 compared with 2010, reflecting higher personnel expenses linked to the increase in staff numbers and higher marketing expenses. The addition to loan loss provisions decreased to EUR 91

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million, or 46 basis points of average risk-weighted assets, from EUR 120 million in 2010 (or 60 basis points of average risk-weighted assets).

Both underlying net result and net result decreased to EUR 259 million in 2011 compared to EUR 302 million in 2010.

RETAIL REST OF WORLD

	Retail Rest of World
	2012		2011		2010
	(EUR millions)
Underlying income:
Interest result		1,788		1,829		1,818
Commission income		328		331		342
Investment income and other income		-381		-185		32
Total underlying income		1,735		1,975		2,192
Underlying expenditure:
Operating expenses		1,714		1,636		1,548
Additions to the provision for loan losses		251		167		118
Total expenditure		1,965		1,803		1,666
Underlying result before tax		-230		172		526
Taxation		37		37		143
Minority interests		66		59		42
Underlying net result		-333		76		340
Divestments		1,449		408		739
Net result		1,116		484		1,079

Year ended 31 December 2012 compared to year ended 31 December 2011

Retail Rest of World reported an underlying loss before tax of EUR 230 million in 2012 compared with an underlying profit before tax of EUR 172 million in 2011. This decrease was mainly due to EUR 563 million of losses from the selective de-risking in the investment portfolio in 2012, while 2011 included EUR 133 million of de-risking losses and EUR 210 million of impairments on Greek government bonds. Underlying income decreased by 12.2% due to the above-mentioned impairments and losses. Excluding these impacts, underlying income was almost flat, decreasing 0.9% to EUR 2,298 million in 2012, from EUR 2,318 million in 2011. The interest result declined by EUR 41 million, or 2.2% due to pressure on margins. The interest result decreased mainly in Italy, France and the United Kingdom, in part offset by increases in Turkey, Spain and India. The total net production in mortgages was EUR 2.2 billion, while the net growth in other lending was EUR 2.4 billion. Funds entrusted reported a net inflow of EUR 6.6 billion. Operating expenses increased by 4.8% in 2012 compared with 2011, mainly as a result of business growth and inflation in the emerging markets India, Turkey and Poland. Risk costs rose to EUR 251 million, or 47 basis points of average risk-weighted assets, compared with EUR 167 million, or 32 basis points of average risk-weighted assets, in 2011. The increase in risk costs was mainly caused by EUR 75 million of specific provisions taken for an impaired CMBS position in the UK.

Underlying net result turned to a loss of EUR 333 million in 2012, from a profit of EUR 76 million in 2011. The net result improved to EUR 1,116 million in 2012, from EUR 484 million previous year. Divestments added EUR 1,449 million to the 2012 net result and included the net gains on the sale of ING Direct Canada and ING Direct USA, and the expected loss on the announced sale of ING Direct UK as well as the operating net result from ING Direct Canada until closing of the sale. In 2011, the impact of divestments was EUR 408 million, fully related to the operating net results of ING Direct USA and ING Direct Canada.

Year ended 31 December 2011 compared to year ended 31 December 2010

The underlying result before tax of Retail Rest of World fell by 67.3% to EUR 172 million in 2011 from EUR 526 million in 2010. The decrease was mainly due to EUR 210 million of impairments on Greek government bonds and EUR 133 million of losses from the selective de-risking of the investment portfolio in 2011. Underlying income decreased 9.9% due to the above-mentioned impairments and losses. Excluding these items, underlying income rose by EUR 126 million to EUR 2,318 million in 2011 from EUR 2,192 million in 2010. Interest result increased by EUR 11 million, primarily due to Poland, Australia, Romania and Spain, but was partly offset by declines in Turkey and ING Vysya Bank. The total net production in mortgages was EUR 8.0

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billion and in other lending EUR 4.1 billion, while net inflow of funds entrusted was EUR 10.6 billion. Operating expenses were up 5.7%, reflecting higher marketing expenses (particularly in Italy, France and Spain), higher costs to set up a limited number of branches in Spain, further roll-out of payment accounts in France and Italy, and business expansion in India. The addition to loan loss provisions in 2011 rose to EUR 167 million, or 32 basis points of average risk-weighted assets, compared with EUR 118 million, or 24 basis points of average risk-weighted assets, in 2010. Risk costs increased mainly in Turkey due to business growth and higher non-performing loans in India, as well as in Italy and Spain.

Underlying net result decreased to EUR 76 million in 2011 from EUR 340 million in 2010. The net result declined to EUR 484 million in 2011, from EUR 1,079 million in 2010. In 2011, the impact of divestments was EUR 408 million, fully related to the operating net results of ING Direct USA and ING Direct Canada which were sold in 2012. In 2010, divestments added EUR 739 million to the net result. This included, next to the operating net results of ING Direct USA and ING Direct Canada, a net result of EUR 334 million related to the sale of Private Banking Asia at the beginning of 2010.

COMMERCIAL BANKING

	Commercial Banking
	2012		2011		2010
	(EUR millions)
Underlying income:
Interest result		3,422		3,739		3,672
Commission income		907		977		939
Investment income and other income		-222		-1,075		144
Total underlying income		4,107		3,641		4,755
Underlying expenditure:
Operating expenses		2,436		2,527		2,643
Additions to the provision for loan losses		955		477		490
Total expenditure		3,391		3,004		3,133
Underlying result before tax		716		637		1,622
Taxation		200		128		359
Minority interests		23		19		33
Underlying net result		492		490		1,231
Divestments				873		56
Special items		-129		-80		-65
Net result		363		1,283		1,221

Year ended 31 December 2012 compared to year ended 31 December 2011

Commercial Banking’s underlying result before tax increased by 12.2% to EUR 716 million in 2012 compared with EUR 637 million in 2011. Fair value changes on derivatives related to asset-liability-management activities for the mortgage and savings portfolios in the Netherlands and Belgium were EUR -856 million in 2012 compared with EUR -1,382 million in 2011. These fair value changes are mainly a result of changes in market interest rates. As explained on page 3, no hedge accounting is applied to these derivatives under IFRS-IASB. Credit and debt valuation adjustments (CVA/DVA), fully recorded in Financial Markets, were made up of EUR 457 million of negative adjustments in 2012 versus EUR 130 million of positive adjustments in 2011. Furthermore, 2012 included EUR 17 million of de-risking losses in the debt securities portfolio, while 2011 included EUR 225 million of impairments on Greek government bonds. Excluding these impacts, underlying result of Commercial Banking in 2012 was 3.2% lower than in 2011, entirely caused by higher risk costs.

Industry Lending posted an underlying result before tax of EUR 832 million in 2012, down from EUR 1,374 million in 2011, primarily due to higher risk costs and lower commission income. Risk costs in Industry Lending almost tripled to EUR 674 million, compared with EUR 234 million last year, due to material increases in both Real Estate Finance and Structured Finance. General Lending & Transaction Services showed a solid underlying result before tax of EUR 606 million in 2012, up from EUR 559 million in 2011. This increase was mainly attributable to higher interest results, due to increased margins, partly offset by lower volumes, and higher commission income. Financial Markets’ underlying result dropped to nil from EUR 363 million last year, reflecting the aforementioned negative impact of CVA/DVA. The decrease was partly offset by higher income in the developed markets rates and credit business. Underlying result of Bank Treasury, Real Estate & Other improved to EUR -721 million in 2012, from EUR -1,658 million in 2011, mainly due to the impact of the

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aforementioned lower negative fair value changes on derivatives related to asset-liability-management activities, the impact prior year of the Greek impairments and lower losses from the Real Estate run-off business in 2012.

In 2012, Commercial Banking’s total underlying income increased by 12.8% to EUR 4,107 million from the previous year, primarily driven by Bank Treasury, Real Estate & Other, partly offset by Financial Markets. Income from the core lending businesses held up well, as lower volumes were offset by higher margins. Net production in lending was a negative amount of EUR 11.3 billion, reflecting maturities and low demand for credit, while funds entrusted reported a net outflow of EUR 5.4 billion. Underlying operating expenses decreased by 3.6% to EUR 2,436 million, mainly due to lower impairments on real estate development projects as well as lower performance-related staff costs. Risk costs doubled to EUR 955 million in 2012, or 72 basis points of average risk-weighted assets, compared with EUR 477 million, or 35 basis points, in 2011. The increase is mainly due to higher risk costs in Industry Lending as well as for the lease run-off business.

The underlying net result improved slightly to EUR 492 million in 2012, from EUR 490 million in 2011. Net result dropped to EUR 363 million in 2012 compared to EUR 1,283 million a year ago. In 2011, divestments contributed EUR 873 million to the net result and included the gains on the sale of ING Real Estate Investment Management, ING Car Lease, and IIM Philippines as well as the operating results from the divested units. Special items after tax, mainly restructuring provisions, were EUR -129 million in 2012 and EUR -80 million in 2011.

Year ended 31 December 2011 compared to year ended 31 December 2010

The underlying result before tax of Commercial Banking dropped by 60.7% to EUR 637 million in 2011 compared to EUR 1,622 million in 2010.

The decline in the underlying result before tax of Commercial Banking was largely attributable to Bank Treasury, Real Estate & Other, whose result declined by EUR 1,002 million to EUR -1,658 million in 2011 from EUR -656 million in 2010. Of this decline, EUR 787 million was caused by higher negative fair value changes on derivatives related to asset-liability-management activities for the mortgage and savings portfolios in the Netherlands and Belgium. These fair value changes are mainly a result of changes in market interest rates. As explained on page 3, no hedge accounting is applied to these derivatives under IFRS-IASB. Furthermore, EUR 225 million was caused by impairments on Greek government bonds taken in 2011 of which EUR 220 million were recorded in Bank Treasury, Real Estate & Other. Excluding these impacts, underlying result of Bank Treasury, Real Estate & Other improved by EUR 5 million to EUR -56 million, from EUR -61 million in 2010. Underlying result of Financial Markets declined by 23.1% to EUR 363 million in 2011 from EUR 472 million in 2010, following adverse market circumstances as well as the winding down of the proprietary trading book in the U.S. The result of Industry Lending rose by 11.1% to EUR 1,374 million in 2011, driven by higher interest results and commission income, while risk costs were slightly lower. The result of General Lending & Transaction Services declined 1.6% to EUR 559 million mainly due to higher expenses following selective investments in Payments and Cash Management (PCM) partly offset by lower risk costs.

Total underlying income of Commercial Banking in 2011 was 23.4% lower than in 2010, declining to EUR 3,641 million, primarily driven by Bank Treasury, Real Estate & Other. Underlying operating expenses decreased by 4.4% to EUR 2,527 million in 2011, due to lower impairments on real estate development projects. Provisions for loan losses were EUR 13 million lower in 2011, reaching EUR 477 million or 35 basis points of average risk-weighted assets, compared to EUR 490 million in 2010.

Underlying net result declined to EUR 490 million in 2011 from EUR 1,231 million in 2010. Net result improved to EUR 1,283 million in 2011 from EUR 1,221 million in 2010. Divestments added EUR 873 million to the 2011 net result and included gains on the sale of ING Real Estate Investment Management, ING Car Lease and IIM Philippines as well as operating results from the divested units. In 2010, divestments added EUR 56 million, related to the operating result of divested units as well as a loss on the divestment of ING’s 50% stake in ING Summit Industrial Fund and the manager of Summit, ING Real Estate Canada. Special items after tax, mainly restructuring provisions, were EUR -80 million in 2011 and EUR -65 million in 2010.

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INSURANCE OPERATIONS

The following table sets forth the contribution of ING’s Insurance business lines and the corporate line Insurance (CL) to the net result for each of the years 2012, 2011, and 2010. With regard to insurance activities, ING Group analyses, as of 2011, the underlying result through a margin analysis, which includes the following components: Operating result and Non-operating items. Both are composed of various sub-components. The total of operating result and non-operating items (gains/ losses and impairments, revaluations and market & other impacts) equals underlying result before tax.

As of 2012, the segment Insurance Asia/Pacific was discontinued, following the classification on ING’s Insurance and investment management businesses in Asia and the reinsured Japan SPVA businesses in corporate reinsurance as discontinued operation. The segment reports for the year 2011 and 2010 have been restated to reflect this classification.

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(EUR millions) 2012	Insurance Benelux		Insurance CRE		Insurance U.S.		Insurance Closed Block VA		ING IM		Corporate line		Total Insurance
Investment margin		604		59		1,087		7		-1				1,757
Fees and premium based revenues		593		430		1,188		100		824				3,135
Technical margin		177		175		42		21						414
Income non-modeled business				20										20
Life & ING IM operating income		1,374		684		2,316		128		823				5,325
Administrative expenses		601		285		882		99		661				2,529
DAC amortisation and trail commissions		192		221		732		151		2				1,299
Life & ING IM expenses		793		506		1,614		250		664				3,827
Life & ING IM operating result		581		178		702		-122		159				1,498
Non-life operating result		82		6										89
Corporate line operating result												-491		-491
Operating result		663		184		702		-122		159		-491		1,095
Gains/losses and impairments		92		-35		36		16		1		9		119
Revaluations		-316		22		161				40		-34		-126
Market & other impacts		-530		-1		29		-274						-776
Underlying result before tax		-91		170		928		-379		200		-516		311
Taxation		-114		42		283		-267		56		-164		-165
Minority interests		12		9						8		-9		20
Underlying net result		11		120		645		-112		136		-343		456
Divestments		-19										13		-6
Special items		-279		-24		-65				-4		-60		-432
Net result continuing operations		-287		96		580		-112		132		-390		18
Net result discontinued operations														550
Net result classification as discontinued operations														-394
Net result disposal of discontinued operations														752
Net result														927

(EUR millions) 2011	Insurance Benelux		Insurance CRE		Insurance U.S.		Insurance Closed Block VA		ING IM		Corporate line		Total Insurance
Investment margin		666		72		892		28		2				1,660
Fees and premium based revenues		584		462		1,064		168		783				3,061
Technical margin		315		169		77		28						589
Income non-modeled business		36		9										45
Life & ING IM operating income		1,601		712		2,033		224		785				5,354
Administrative expenses		593		308		742		81		594				2,319
DAC amortisation and trail commissions		213		202		625		123		3				1,167
Life & ING IM expenses		807		510		1,367		205		597				3,485
Life & ING IM operating result		794		201		666		20		187				1,869
Non-life operating result		179		5										184
Corporate line operating result												-394		-394
Operating result		973		206		666		20		187		-394		1,658
Gains/losses and impairments		-47		-404		-171		2		5		6		-609
Revaluations		62		-1		159		1		6		-21		206
Market & other impacts		-250				-36		-1,295						-1,581
Underlying result before tax		739		-198		618		-1,273		198		-410		-325
Taxation		69		20		-22		-221		71		-16		-99
Minority interests		4		10								-10		4
Underlying net result		666		-229		641		-1,052		127		-384		-230
Divestments												-9		-9
Special items		-104		-77		-44				-8		11		-222
Net result from continuing operations		562		-306		597		-1,052		119		-381		-461
Result discontinued operations														678
Result disposal of discontinued operations														995
Net result														1,212

84

(EUR millions) 2010	Insurance Benelux		Insurance CRE		Insurance U.S.		Insurance Closed Block VA		ING IM		Corporate line		Total Insurance
Investment margin		456		77		827		-11		-1				1,348
Fees and premium based revenues		578		501		1,060		121		741				3,002
Technical margin		243		149		201		9						603
Income non-modeled business		40		16										56
Life & ING IM operating income		1,318		744		2,089		119		740				5,009
Administrative expenses		568		262		904		77		611				2,421
DAC amortisation and trail commissions		230		197		620		-7		3				1,043
Life & ING IM expenses		798		459		1,524		70		614				3,464
Life & ING IM operating result		521		285		565		49		126				1,545
Non-life operating result		156		7										163
Corporate line operating result												-631		-631
Operating result		677		292		565		49		126		-631		1,077
Gains/losses and impairments		14		-29		-568		22		3		-11		-568
Revaluations		60				490		3		-3		-106		444
Market & other impacts		24		-10		-177		-2,149						-2,311
Underlying result before tax		775		254		310		-2,075		126		-748		-1,358
Taxation		130		63		-155		-57		52		-156		-122
Minority interests		15		10								-9		16
Underlying net result		630		180		465		-2,018		74		-583		-1,252
Divestments		4		-4		-12						6		-7
Special items		-33		-46		-66				-34		-539		-719
Net result from continuing operations		601		130		386		-2,018		40		-1,116		-1,977
Result discontinued operations														405
Result disposal of discontinued operations														0
Net result														-1,572

Year ended 31 December 2012 compared to year ended 31 December 2011

The operating environment remained challenging throughout 2012 amid market volatility and macroeconomic uncertainties. The underlying result before tax of Insurance/IM amounted to EUR 311 million in 2012, up from a loss of EUR 325 million in 2011. Capital gains and impairments improved from EUR -609 million in 2011 to EUR 119 million in 2012, as a result of improved financial market sentiment in comparison to the previous year. Revaluations decreased from EUR 206 million in 2011 to EUR -126 million in 2012 and were mainly driven by negative revaluations of equity hedges and real estate in the Benelux. Market and other impacts improved to EUR -776 million from EUR -1,581 million in 2011, which was significantly impacted by a EUR 1,099 million charge related to a comprehensive policyholder behavior assumption review for the U.S. Closed Block VA business in that year. The positive result in 2012 was partly offset by a EUR 280 million decline in market and other impacts in the Benelux, mainly due to a change in hedging methodology.

The operating result of Insurance/IM decreased by 34% to EUR 1,095 million, from EUR 1,658 million in 2011, mostly driven by higher administrative expenses and DAC amortisation, which was largely attributable to the U.S. Insurance business. Administrative expenses increased by 9% EUR 2,319 million in 2011 to EUR 2,529 million due to a non-recurring reduction in pension plan liabilities in the previous year and higher DAC amortisation following higher operating income in the U.S.

The results of the Asia/Pacific insurance and investment management businesses (and the Corporate Line results attributable to them) are classified as ‘net results from discontinued operations’, pending the planned sale of ING’s Insurance and Investment Management business in the region.

Expenses, especially in the U.S., were higher compared with last year as a result of the one-off impact of last year’s pension plan changes.

Underlying net result increased by EUR 686 million, from EUR -230 million in 2011 to EUR 456 million in 2012. Net result from insurance operations decreased by 24% to EUR 927 million in 2012 compared with EUR 1,212 million in 2011. 2012 net result on disposal of discontinued operations included EUR 745 million realised gain on the sale of Insurance Malaysia. 2012 net result on classification as discontinued operations included the following goodwill write-offs: EUR -180 million for the Korean investment management business, EUR -200 million write-off for ING Life Korea and EUR -15 million for ING Vysya Life Insurance. Furthermore, the insurance and investment management businesses in Asia and the reinsured Japan SPVA businesses in corporate reinsurance, added a net result of EUR 550 million to the net result.

85

Year ended 31 December 2011 compared to year ended 31 December 2010

Operating conditions were challenging in 2011, as financial markets continued to be volatile and the macroeconomic environment deteriorated. The underlying result before tax of Insurance/IM was a loss of EUR -325 million 2011, up from a loss of EUR -1,358 million in 2010. The increase was primarily driven by an improvement in market and other impacts as a result of lower DAC write downs in the U.S. Closed Block VA business. This increase was however partially offset by a charge of EUR 1.1 billion due to the completion of a comprehensive policyholder behaviour assumption review for the U.S. Closed Block VA. Capital losses, reflecting de-risking, and impairments were in line with the previous year. Further, revaluations were lower, largely related to Collateralised Mortgage Obligations (“CMOs”) in the U.S. Hence, underlying results per business line diverged in 2011, with strong recoveries in the U.S., compared with lower underlying results in the Benelux and Central and Rest of Europe.

The operating result of Insurance/IM increased to EUR 1,658 million from EUR 1,077 million in 2010, mostly driven by higher investment margins and higher fees and premium-based revenues in the life and the investment management business. The investment spread on life general account assets increased 22 basis points to 129 basis points in 2011 following cautious re-risking of the investment portfolios in the first half of 2011, which was partially offset by de-risking in the second half of 2011. The increase in operating income was partly offset by higher expenses as well as higher DAC amortisation following increased fees and premium based revenues. Operating results improved in nearly every business line, with the exception of Central and Rest of Europe given the harsh economic conditions in the region and in U.S. Closed Block VA.

Expenses especially in the US were lower as a result of cost savings and pension plan changes.

Underlying net result increased EUR 1,022 million from EUR -1,252 million in 2010 to EUR -230 million in 2011. Net result from insurance operations, including the net result of the Asian operations that are classified as discontinued operations, increased to EUR 1,212 million in 2011 compared with a loss of EUR -1,572 million in 2010. Net gains on divestments were realised mainly by the sale of the Latin American pension, life insurance and investment management operations. In 2011, the net result on discontinued operations included EUR 109 million for Latin American operations, which had amounted to EUR 209 million in the previous year. Furthermore the Asian investment and insurance business added a net result of EUR 570 million. Special items were EUR -222 million in 2011, mainly relating to restructuring costs and integration costs. In 2010 special items were EUR -719 million reflecting the EUR -513 million goodwill impairment in the Corporate Line, restructuring costs in the U.S. of EUR -64 million, the cost of integration of the Dutch insurance companies of EUR -29 million, a program to standardise regional IT-, procurement and finance processes in Central and Rest of Europe amounting to EUR -44 million and a program to integrate investment management into one global organization amounting to EUR -38 million.

In the U.S., the closed block variable annuity business was reported as a separate business line as of the fourth quarter of 2010. The split of the U.S. insurance business into two business lines, triggered a EUR 975 million write-down of deferred acquisition costs related to the closed variable annuity business, bringing the reserve adequacy on this block to well above 50%. See Note 44 of Note 2.1 to the consolidated financial statements.

86

INSURANCE BENELUX

	Insurance Benelux
	2012		2011		2010
	(EUR millions)
Investment margin		604		666		456
Fees and premium based revenues		593		584		578
Technical margin		177		315		243
Income non-modeled life business				36		40
Life & ING IM operating income		1,374		1,601		1,318
Administrative expenses		601		593		568
DAC amortisation and trail commissions		192		213		230
Life & ING IM expenses		793		807		798
Life & ING IM operating result		581		794		521
Non-life operating result		82		179		156
Operating result		663		973		677
Gains/losses and impairments		92		-47		14
Revaluations		-316		62		60
Market & other impacts		-530		-250		24
Underlying result before tax		-91		739		775
Taxation		-114		69		130
Minority interests		12		4		15
Underlying net result		11		666		630
Divestments		-19				4
Special items		-279		-104		-33
Net result from continuing operations		-287		562		601

Year ended 31 December 2012 compared to year ended 31 December 2011

The underlying result before tax of Insurance Benelux decreased by 112.3% to EUR -91 million in 2012 compared to EUR 739 million in 2011, partly due to a 31.8% lower operating result, lower result on equity hedges and negative real estate revaluations, as well as lower results from a change in the provision for guarantees on separate account pension contracts (net of hedging) and macro interest rate hedges. This was partly offset by higher capital gains on loans, debt and public equity. The equity and macro interest rate hedges were in place to protect regulatory capital.

The operating result decreased by 31.8% in 2012 as a result of a lower investment margin, a lower technical margin and a lower non-life result. The investment margin declined by 9.3% during the same period as a result of lower fixed interest income from de-risking, low reinvestment yields, lower dividends on public equity and real estate funds, which decrease was partly offset by higher volume, partly offset by a EUR 51 million lower profit sharing to policyholders in the Netherlands in line with underlying results in 2012.

The technical margin decreased by 43.9% to EUR 177 million, from EUR 315 million in the previous year. This was mainly due to an increase of group life provisions for the Industry Pension Funds and unit-linked guarantee provisions in 2012 on the back of low interest rates, as well as a EUR 70 million gain from the surrender of a contract with a large pension fund in 2011. Life administrative expenses increased by 1.3% due to higher expenses related to Solvency II compliance costs.

Non-Life results decreased by 53.9% in 2012 compared to 2011, mainly due to higher claims in Income Protection as a result of the economic downturn in the Netherlands, partly offset by better results in Fire and Liability.

Underlying net result decreased by EUR 655 million to EUR 11 million in 2012, from EUR 666 million in 2011. Net result decreased by EUR 849 million to EUR -287 million, from EUR 562 million in 2011. In 2012 divestments losses reduced net profit by EUR 19 million due to the sale of Industry Pension Funds.

87

Year ended 31 December 2011 compared to year ended 31 December 2010

The underlying result before tax of Insurance Benelux decreased in 2011 by 4.6% compared to 2010, despite a 43.8% higher operating result, reflecting the change in provision for guarantees on separate account pension contracts and capital losses and impairments on debt and public equity, mainly as a result of deteriorating financial markets and de-risking.

The operating result increased by 43.7% during this period, as a higher investment margin, higher technical margin and a higher non-life result more than offset higher administrative expenses. The 45.9% higher investment margin was mainly driven by lower interest rebates, lower profit sharing and higher non-recurring separate account pension contract results. In addition, the investment margin continued to benefit from the impact of reinvestments in the first half of 2011, higher dividends on public equity and real estate funds.

The technical margin increased by 29.3% to EUR 315 million in 2011 from EUR 243 million in the previous year, mainly due to a EUR 70 million positive impact from an early surrender of a contract with a large pension fund. Life administrative expenses increased 4.4% as a result of releases of incidental expenses in the previous year, incidental expenses in 2011 and the impact of organisational changes which were only partially offset by recurring cost savings.

Non-Life results increased 14.7% in 2011, due to lower claims and a non-recurring positive effect in the expense provisions, resulting from unifying provision methodologies in the Dutch non-life entities.

Underlying net result increased EUR 36 million to EUR 666 million in 2011 from EUR 630 million in 2010. Net result decreased EUR 39 million to EUR 562 million in 2011 from a EUR 601 million in 2010. In 2010 divestments contributed EUR 4 million to the net profit due to the sale of Industry Pension Funds. Special items in 2011 were EUR -104 million, relating to the integration of the Dutch insurance companies and the disentanglement of ING Bank, compared to EUR -33 million in 2010 also resulting from the integration of the Dutch insurance companies.

INSURANCE CENTRAL AND REST OF EUROPE

	Insurance CRE
	2012		2011		2010
	(EUR millions)
Investment margin		59		72		77
Fees and premium based revenues		430		462		501
Technical margin		175		169		149
Income non-modeled life business		20		9		16
Life & ING IM operating income		684		712		744
Administrative expenses		285		308		262
DAC amortisation and trail commissions		221		202		197
Life & ING IM expenses		506		510		459
Life & ING IM operating result		178		201		285
Non-life operating result		6		5		7
Operating result		184		206		292
Gains/losses and impairments		-35		-404		-29
Revaluations		22		-1
Market & other impacts		-1				-10
Underlying result before tax		170		-198		254
Taxation		42		20		63
Minority interests		9		10		10
Underlying net result		120		-229		180
Divestments						-4
Special items		-24		-77		-46
Net result from continuing operations		96		-306		130

88

Year ended 31 December 2012 compared to year ended 31 December 2011

The underlying result before tax of Insurance Central and Rest of Europe in 2012 was a profit of EUR 170 million compared with a EUR 198 million loss in 2011. Contrary to the lower operating result, the gains/losses and impairments impaired in 2012 at EUR -35 million compared with EUR -404 million in 2011. The latter amount reflects EUR 324 million in impairments of Greek governments bonds, EUR 34 million capital losses on the sales of Italian sovereign bonds and EUR 18 million capital losses on the sales of Portuguese bonds issued by financial institutions.

The operating result declined by 10.7% to EUR 184 million in 2012, from EUR 206 million the previous year. This decline was mainly driven by lower fees and premium-based revenues and a lower investment margin.

The investment margin of EUR 59 million in 2012 was 18.1% lower compared with a figure of EUR 72 million in 2011, in part due to lower investment yields in Greece, reflecting de-risking measures. Fees and premium-based revenues declined by 6.9% compared with 2011. This decline was driven by lower fees in the life business, as higher margin portfolios mature and are replaced by lower-margin products, and by regulatory changes to pension funds in Poland and Hungary. The technical margin increased by 3.6%, largely due to the result of the release of a technical provision in Romania. Life administrative expenses fell by 7.5% compared with last year, reflecting strict control and provision releases in the current year, while last year was impacted by higher project costs related to building a regional IT organisation and by reorganisation expenses.

Underlying net result rose EUR 349 million to EUR 120 million in 2012, from EUR -229 million in 2011. Net result rose EUR 402 million to EUR 96 million in 2012, from a EUR 306 million net loss in 2011.

Year ended 31 December 2011 compared to year ended 31 December 2010

The underlying result before tax of Insurance Central and Rest of Europe was a loss of EUR -198 million in 2011 compared to a EUR 254 million profit in 2010. In addition to a lower operating result, the gains/losses and impairments were EUR -404 million in 2011 compared to EUR -29 million in 2010. This decrease was mainly caused by EUR 324 million impairments of Greek governments bonds, EUR 34 million capital losses on sales of Italian sovereign bonds and EUR 18 million capital losses on sales of Portuguese bonds of financial institutions.

The operating result declined 29.3% to EUR 206 million in 2011 from EUR 292 million the previous year. The decline was mainly driven by lower fees reflecting regulatory changes in the region’s major pension markets (Poland, Hungary) and higher administrative expenses, mainly related to project costs.

The investment margin of EUR 72 million in 2011 was EUR 5 million lower compared with 2010 partly due to replacement of maturing investments in Greece by lower yielding securities. Fees and premium-based revenues declined 7.8% in 2011 compared with 2010, driven by regulatory changes affecting pension funds in Poland and Hungary. In addition the decline reflects a reallocation of health insurance premiums in Greece to the technical margin. The technical margin increased by 13.4% due to the reallocation of health insurance premiums in Greece from fees and premium-based revenues. Life administrative expenses rose by 17.7% compared with last year, mainly due to higher project-related costs such as the costs related to Solvency II compliance and building a regional IT organisation. The increase also reflects non-recurring restructuring expenses in Spain, Hungary and Greece.

Underlying net result decreased EUR -409 million to EUR -229 million in 2011 from EUR 180 million in 2010. Net result decreased EUR -436 million to EUR -306 million from a EUR 130 million net result in 2010. In 2010 divestments contributed EUR -4 million to the net profit due to the sale of Greece non-life. Special items in 2011 were EUR -77 million, relating to disentanglement of ING Group, and a program to standardise regional IT-, procurement and finance processes, compared to EUR -46 million in 2010 also related to the program to standardize regional IT-, procurement and finance processes.

89

INSURANCE UNITED STATES

	Insurance United States
	2012		2011		2010
	(EUR millions)
Investment margin		1,087		892		827
Fees and premium based revenues		1,188		1,064		1,060
Technical margin		42		77		201
Life & ING IM operating income		2,316		2,033		2,089
Administrative expenses		882		742		904
DAC amortisation and trail commissions		732		625		620
Life & ING IM expenses		1,614		1,367		1,524
Life & ING IM operating result		702		666		565
Operating result		702		666		565
Gains/losses and impairments		36		-171		-568
Revaluations		161		159		490
Market & other impacts		29		-36		-177
Underlying result before tax		928		618		310
Taxation		283		-22		-155
Underlying net result		645		641		465
Divestments						-12
Special items		-65		-44		-66
Net result from continuing operations		580		597		386

Year ended 31 December 2012 compared to year ended 31 December 2011

The underlying result before tax of Insurance US increased by 50% to EUR 928 million in 2012, from EUR 618 million in 2011. The increase was driven by higher operating results, lower impairments/credit losses, gains on the sale of securities, and favourable DAC unlocking.

The operating result increased by 5.4% during this period, due to higher investment margins and fees and premium-based revenues which were partially offset by a lower technical margin and higher administrative expenses. The investment margin increased by 21.9% in 2012 compared with 2011, primarily due to higher general account assets in the Retirement Services business, partially due to customer transfers from equity accounts, and lower average crediting rates.

Fees and premium-based revenues increased by 11.7%, primarily higher fee income, due as a result of strong net flows in the full-service retirement business and higher equity market levels.

The technical margin decreased by 45.5% in 2012 compared with 2011. This decline was mainly attributable to lower results in Individual Life, partially offset by higher results in Employee Benefits and the closed block Group Reinsurance business.

Administrative expenses in 2012 were 18.9% higher than in 2011, primarily due to a non-recurring reduction in pension plan liabilities in the prior year.

Gains/losses and impairments improved to EUR 36 million in 2012, from EUR –171 million in 2011, primarily driven by lower impairments and credit losses as well as an increase in gains on securities sold.

Market and other impacts improved to EUR 29 million in 2012 from EUR –36 million in 2011, primarily due to net favourable DAC unlocking in the third quarter related to model refinements and assumption updates, largely in Annuities.

90

Underlying net result increased by EUR 4 million to EUR 645 million in 2012, from EUR 641 million in 2011. Net result decreased by EUR 17 million to EUR 580 million in 2012, from a EUR 597 million positive net result in 2011.

Year ended 31 December 2011 compared to year ended 31 December 2010

The underlying result before tax of Insurance U.S. almost doubled to EUR 618 million in 2011 from EUR 310 million in 2010. The increase was driven by higher operating results, lower impairments, and favourable DAC unlocking, partially offset by lower revaluations and a non-recurring increase in reserves related to the company’s use of the U.S. Social Security Death Master File to identify potential claims.

The operating result for Insurance U.S. increased 17.9% in 2011 compared with 2010 as a higher investment margin and lower operating expenses were partially offset by a lower technical margin. The investment margin increased by 7.8% primarily due to a reduction in average interest credited. The technical margin decreased by 61.7% compared with 2010, in part due to lower amortisation of a gain related to the transfer of the U.S. group reinsurance business in the first quarter of 2010 as well as a non-recurring reserve reduction in the prior year. Administrative expenses were 17.9% lower than in 2010 due to changes in the company’s pension plan as well as cost savings.

Underlying net result increased EUR 176 million to EUR 641 million in 2011 from EUR 465 million in 2010. Net result increased EUR 211 million to EUR 597 million in 2011 from a EUR 386 million net result in 2010. In 2010 divestments contributed EUR -12 million to the net profit due to the divestment of U.S. Group Re, U.S. Advisors Network and ING Canada. Special items in 2011 were EUR -44 million relating to separation of Insurance/IM U.S. from Group, the establishment of a new head office and the local activities for the IPO preparation, compared to EUR -66 million in 2010 relating to restructuring costs.

INSURANCE US CLOSED BLOCK VA

	Insurance U.S. Closed Block VA
	2012		2011		2010
	(EUR millions)
Investment margin		7		28		-11
Fees and premium based revenues		100		168		121
Technical margin		21		28		9
Life & ING IM operating income		128		224		119
Administrative expenses		99		81		77
DAC amortisation and trail commissions		151		123		-7
Life & ING IM expenses		250		205		70
Life & ING IM operating result		-122		20		49
Operating result		-122		20		49
Gains/losses and impairments		16		2		22
Revaluations				1		3
Market & other impacts		-274		-1,295		-2,149
Underlying result before tax		-379		-1,273		-2,075
Taxation		-267		-221		-57
Underlying net result		-112		-1,052		-2,018
Net result from continuing operations		-112		-1,052		-2,018

Year ended 31 December 2012 compared to year ended 31 December 2011

The underlying result before tax of the U.S. Closed Block VA improved to EUR -379 million in 2012, compared with EUR -1,273 million in 2011. The underlying result before tax in 2011 was impacted by the completion of a comprehensive policyholder behaviour assumption review for the U.S. Closed Block VA, leading to a charge of EUR 1.1 billion in the fourth quarter of 2011.

91

The operating result decreased to EUR -122 million in 2012, from EUR 20 million in 2011. The decrease is mainly attributable to lower fees and premium-based revenues in addition to a lower investment margin.

The investment margin decreased to EUR 7 million compared with EUR 28 million in 2011, primarily due to lower yields on investments backing reserves due to higher liquidity balances and the low interest rate environment.

The fees and premium-based revenues decreased to EUR 100 million in 2012, from EUR 168 million in 2011. This decrease is mainly due to lower fee income and higher hedge and reserve costs.

Market and other impacts were EUR -274 million in 2012 compared with EUR -1,295 million in 2011. Excluding the EUR 1.1 billion charge in the fourth quarter of 2011, market and other impacts in 2012 decreased, mainly reflecting a higher loss on hedges, net of reserve changes, due to the rising equity markets. The hedge programme is focused on protecting regulatory capital rather than mitigating earnings volatility.

Year ended 31 December 2011 compared to year ended 31 December 2010

The completion of a comprehensive policyholder behaviour assumption review for the U.S. Closed Block VA led to a charge of EUR 1.1 billion in the fourth quarter of 2011, which resulted in a loss of EUR -1,273 million on an underlying result before tax basis in the year 2011. The assumptions were updated for lapses, mortality, annuitisation and utilisation rates, with the most significant revision coming from the adjustments of lapse assumptions. The impact of the assumption adjustments included a charge to restore the reserve adequacy to the 50% confidence level for the U.S. Closed Block VA. Since the decision to terminate sales of this product in early 2009, ING has taken actions to reduce risk for this legacy book. These actions include reducing deferred acquisition costs, strengthening reserves, expanding the hedging programmes and increasing transparency by reporting the U.S. Closed Block VA as a separate business alongside the ongoing ING Insurance U.S. businesses.

The operating result for the U.S. Closed Block VA was EUR 20 million in 2011 compared with EUR 49 million in 2010.

The investment margin was EUR 28 million in 2011 compared with EUR -11 million in 2010.

ING INVESTMENT MANAGEMENT

	ING Investment Management
	2012		2011		2010
	(EUR millions)
Investment margin		-1		2		-1
Fees and premium based revenues		824		783		741
Life & ING IM operating income		823		785		740
Administrative expenses		661		594		611
DAC amortisation and trail commissions		2		3		3
Life & ING IM expenses		664		597		614
Life & ING IM operating result		159		187		126
Operating result		159		187		126
Gains/losses and impairments		1		5		3
Revaluations		40		6		-3
Underlying result before tax		200		198		126
Taxation		56		71		52
Minority interests		8
Underlying net result		136		127		74
Divestments
Special items		-4		-8		-34
Net result from continuing operations		132		119		40

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Year ended 31 December 2012 compared to year ended 31 December 2011

The results of the Asian Investment Management business, with the exception of IM Japan and IM Singapore, have been transferred to ‘net results from discontinued operations’, pending the planned sale of ING’s Insurance and Investment Management business in the region. All financials for the years 2010, 2011 and 2012 have been restated.

Assets under Management (AuM) at ING Investment Management (ING IM) increased by 9.5% to EUR 321.5 billion at year-end 2012, from EUR 293.5 billion at year-end 2011. This increase was the result of EUR 10.8 billion inflows, realised in all segments, and market appreciation of EUR 21.7 billion, partly offset by EUR –4.6 billion of currency and other impacts.

In 2012, the underlying result before tax increased by 1.0% to EUR 200 million, while the operating result decreased by 15.0% to EUR 159 million. The decline in operating result was caused by higher administrative expenses, due in part to non-recurring items, which were not fully offset by higher fees and premium-based revenues. The higher underlying result was attributable to EUR 34 million higher revaluations in IM U.S., including a non-recurring EUR 10 million favourable impact for performance fees, which more than offset the lower operating result.

Fees and premium-based revenues increased by 5.2% to EUR 824 million in 2012, from EUR 783 million in 2011, to a large extent as a result of currency effects and to a lesser extent as a result of the higher asset base. The annualised fourth quarter ratio of fees to average AuM remained flat at 27 basis points compared with the previous year. This ratio is calculated using an average of opening and closing AuM balances for the period. Administrative expenses were 11.2% higher than the previous year, for a large part attributable to currency effects. On a constant currency basis, expenses rose 5.7% during the same period, mainly as a result of a non-recurring expense reduction from a change to the IM U.S. pension plan in the prior year, and investments in Europe in the current year related to rebuilding its capabilities in the U.S.

Underlying net result increased by EUR 9 million to EUR 136 million in 2012, from EUR 127 million in 2011. Net result increased by EUR 13 million to EUR 132 million, from a EUR 119 million net result in 2011.

Year ended 31 December 2011 compared to year ended 31 December 2010

The results of the Asian Investment Management business, with the exception of IM Japan and IM Singapore, have been transferred to ‘net results from discontinued operations’, pending the planned sale of ING’s Insurance and Investment Management business in the region. All financials for the years of 2010 and 2011 have been restated.

Assets under management (AuM) at ING Investment Management (ING IM) increased 3.8% to EUR 293.5 billion at year-end 2011 from EUR 282.8 billion at year-end 2010. Inflows in the proprietary and institutional segments were partly offset by outflows in the retail segment.

The underlying result before tax increased 57.4% to EUR 198 million in 2011 compared with 2010, and the operating result increased 48.4% to EUR 187 million during the same period. Both increases were largely attributable to higher fee income in line with the increase in assets managed.

Fees and premium-based revenues increased 5.7% to EUR 783 million in 2011 from EUR 741 million in 2010 supported by an increase in assets managed. The annualised fourth quarter ratio of fees to average AuM decreased to 27 basis points compared with the previous year at 29 basis points partly due to a change in the underlying asset mix. This ratio is calculated using an average of opening and closing AuM balances for the period. Administrative expenses were 2.8% lower than the previous year mainly due to a staff reduction and a non-recurring expense reduction from a change in the IM U.S. pension plan.

Underlying net result increased EUR 53 million to EUR 127 million in 2011 from EUR 74 million in 2010. Net result increased by EUR 79 million to EUR 119 million in 2011 from a EUR 40 million net result in 2010. Special items in 2011 and 2010 were EUR -8 million and EUR -34 million, respectively, relating to the integration into one global investment management organisation.

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CONSOLIDATED ASSETS AND LIABILITIES

The following table sets forth ING Group’s condensed consolidated assets and liabilities for the years ended 31 December 2012, 2011 and 2010, reference is made to page F-3 for the complete consolidated balance sheet of ING Group.

	2012		2011		2010
	(EUR billions, except amounts per share)
Cash and balances with central banks		17.7		31.2		13.1
Amounts due to banks		39.1		45.3		51.8
Investments		200.1		217.4		234.2
Financial assets at fair value through the profit and loss account		232.4		262.7		263.9
Loans and advances to customers		556.9		596.9		608.9
Assets held for sale		68.5		62.5		0.7
Other assets		47.5		57.6		70.1
Total assets		1,162.1		1,273.6		1,242.7
Shareholder’ equity		49.5		42.5		37.7
Non-voting equity securities		2.3		3.0		5.0
		51.8		45.5		42.7
Minority interests		1.1		0.8		0.7
Total equity		52.8		46.2		43.4
Insurance and investment contracts:
Life		213.8		262.1		255.5
Non-life		3.5		3.5		3.6
Investment contracts		12.6		13.2		12.0
Total insurance and investment contracts		230.0		278.8		271.1
Amounts due to banks		38.7		72.2		72.9
Customer deposits and other funds on deposits		455.0		467.5		511.4
Financial liabilities at fair value through the profit and loss account		115.8		142.9		138.5
Debt securities in issue/other borrowed funds		160.2		159.5		157.9
Liabilities held for sale		69.9		64.3		0.4
Other liabilities		39.7		42.1		47.1
Total equity and liabilities		1,162.1		1,273.6		1,242.7
Shareholders’ equity per Ordinary Share (in EUR)		13.02		11.22		9.98

Year ended 31 December 2012 compared to year ended 31 December 2011

Total assets decreased in 2012 by 8.8%, or EUR 112 billion, to EUR 1,162 billion, mainly due to the divestments of ING Direct USA, ING Direct Canada and Insurance Malaysia. Cash and balances with central banks decreased to EUR 18 billion at year-end 2012 from EUR 31 billion at year-end 2011, as excess cash at the Bank was used to redeem short-term professional funding. Financial assets at fair value through the profit and loss account decreased by EUR 30 billion, due to lower activities at Financial Markets and de-risking. Investments decreased by EUR 17 billion to EUR 200 billion in 2012, mainly due to the transfer of investments of Insurance IM/Asia to assets held for sale. Loans and advances to customers decreased by EUR 40 billion to EUR 557 billion at year-end 2012 from EUR 597 billion at year-end 2011, due to de-risking, lower customer lending, the sale of ING Direct Canada and the transfer of loans of ING Direct UK to assets held for sale.

Shareholders’ equity increased EUR 7.0 billion from EUR 42.5 billion at the end of 2011 to EUR 49.5 billion at the end of 2012. This increase was mainly caused by EUR 3.3 billion net profit and EUR 6.9 billion of positive

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unrealised revaluations, offset by EUR -2.2 million of transfer to insurance liabilities/DAC. Non-voting equity securities declined by EUR 0.8 billion due to the repayment to the Dutch State in November.

Year ended 31 December 2011 compared to year ended 31 December 2010

Total assets increased in 2011 over 2010 by 2.5%, or EUR 30.9 billion, to EUR 1,273.6 billion. Cash and balances with central banks increased to EUR 31.2 billion at year-end 2011 from EUR 13.1 billion at year-end 2010. This was mainly due to a further increase of overnight deposits with central banks, while amounts due from banks declined by EUR 6.5 billion during the same period. Investments decreased by EUR 16.8 billion to EUR 217.4 billion in 2011, due to the transfer of EUR 21.1 billion of assets of ING Direct USA to Assets held for sale. Loans and advances to customers decreased by EUR 12.0 billion to EUR 596.9 billion at year-end 2011 compared with EUR 608.9 billion at year-end 2010. Adjusted for the ING Direct USA sale, loans and advances to customers increased EUR 18 billion, due to positive currency effects, growth in short-term lending to ‘mid-corporates, SMEs and other’ and mortgage growth at the other ING Direct locations and Retail Benelux partly offset by repayments, run-off and selective de-risking. Assets held for sale increased by EUR 61.8 billion to EUR 62.5 billion. At year-end 2011, assets held for sale entirely relate to ING Direct USA. Other assets decreased by EUR 5.5 billion, almost half of this was caused by the transfer of ING Direct USA to Assets held for sale.

Shareholders’ equity increased EUR 4.8 billion from EUR 37.7 billion at the end of 2010 to EUR 42.5 billion at the end of 2011. This increase was caused by the EUR 4.7 billion in net profit. Positive changes in reserves were offset by the EUR 1 billion repayment premium paid to the Dutch state in May 2011. This amount is the 50% premium paid on the repayment of EUR 2 billion core Tier 1 Securities issued in November 2008. This was an important step towards full repayment of the support ING received from the Dutch State.

LIQUIDITY AND CAPITAL RESOURCES

ING Groep N.V. is a holding company whose principal assets are its investments in the capital stock of its primary insurance and banking subsidiaries. The liquidity and capital resource considerations for ING Groep N.V., ING Insurance and ING Bank vary in light of the business conducted by each, as well as the insurance and bank regulatory requirements applicable to the Group in the Netherlands and the other countries in which it does business. ING Groep N.V. has no employees and substantially all of ING Groep N.V.’s operating expenses are allocated to and paid by its operating companies.

As a holding company, ING Groep N.V.’s principal sources of funds are funds that may be raised from time to time from the issuance of debt or equity securities and bank or other borrowings, as well as cash dividends received from its subsidiaries. ING Groep N.V.’s total debt and capital securities outstanding to third parties at 31 December 2012 was EUR 16,760 million, at 31 December 2011, EUR 15,517 million and at 31 December 2010, EUR 18,337. The EUR 16,760 million of debt and capital securities outstanding at 31 December 2012, consisted of subordinated loans of EUR 9,923 million and debenture loans of EUR 6,837 million, both specified below :

Interest rate (%)		Year of issue		Due date		Balance sheet value
(EUR millions)
	9.000		2008		Perpetual		10
	8.500		2008		Perpetual		1,508
	8.000		2008		Perpetual		1,502
	7.375		2007		Perpetual		1,137
	6.375		2007		Perpetual		792
	5.140		2006		Perpetual		81
	5.775		2005		Perpetual		288
	6.125		2005		Perpetual		529
	4.176		2005		Perpetual		168
	Variable		2004		Perpetual		558
	6.200		2003		Perpetual		369
	Variable		2003		Perpetual		427
	7.200		2002		Perpetual		820
	7.050		2002		Perpetual		597
	Variable		2000		31 December 2030		1,137
							9,923

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Interest rate (%)		Year of issue		Due date		Balance sheet value
(EUR millions)
	Variable		2012		18 September 2013		726
	4.000		2012		18 September 2013		584
	4.125		2011		23 March 2015		666
	5.625		2008		3 September 2013		1,028
	4.699		2007		1 June 2035		118
	4.750		2007		31 May 2017		1,970
	Variable		2006		11 April 2016		998
	4.125		2006		11 April 2016		747
							6,837

At 31 December 2012, 2011 and 2010, ING Groep N.V. also owed EUR 2,372 million, EUR 2,869 million and EUR 736 million, respectively, to ING Group companies pursuant to intercompany lending arrangements. The EUR 2,372 million owed by ING Groep N.V. to ING Group companies at 31 December 2012, was owed to ING Bank companies, as a result of normal intercompany transactions.

In October 2008 ING issued core Tier 1 Securities to the Dutch State for a total consideration of EUR 10,000 million. This capital injection qualifies as core Tier 1 capital for regulatory purposes. Such securities were not issued in the years before. In December 2009, ING repaid the first half of the non-voting equity securities (core Tier 1 securities) of EUR 5 billion plus a total premium of EUR 605 million. On 13 May 2011 ING exercised its option for early repayment of EUR 2 billion of the remaining non-voting equity securities. The total payment in May 2011 amounted to EUR 3 billion and included a 50% repurchase premium. ING funded this repayment from retained earnings. In November 2012 ING reached an agreement with the European Commission on amongst others the repayment of the remainder of the non-voting equity securities. ING intends to repay the remaining EUR 3 billion core Tier 1 securities at a total cost of EUR 4.5 billion in four equal tranches in the next three years. In accordance with this agreement ING repaid EUR 0.75 billion of the remaining non-voting equity securities in November 2012. The total payment in November amounted to EUR 1,125 billion including premiums and interest. ING intends to repay a second tranche in November 2013, a third in March 2014 and a final tranche ultimately in May 2015. While ING has committed to redeem these securities per the defined schedule, ING has the ability to defer a repayment in full or in part, in which case the subsequent tranche will be increased with a corresponding amount. In the event that ING does not repay in full 2 consecutive repayment tranches or does not pay in total EUR 4.5 billion by 15 May 2015, the Dutch State will re-notify to the Commission who may in principle require compensatory measures. All repayments are conditional upon the approval of the Dutch central bank (DNB).

At 31 December 2012, 2011 and 2010, ING Groep N.V. had EUR 9 million, EUR -1,400 million and EUR 72 million of cash, respectively. Dividends paid to the Company by its subsidiaries amounted to EUR 2,125 million, EUR 3,000 million and EUR 200 million in 2012, 2011 and 2010, respectively, in each case representing dividends declared and paid with respect to the reporting calendar year and the prior calendar year. All of the amounts paid to the Company were received from ING Bank in 2012, 2011 and 2010, respectively. On the other hand, the Company injected EUR 0 million, EUR 0 million and EUR 1,500 million into its direct subsidiaries during the reporting year 2012, 2011 and 2010, respectively. All of the amounts were injected into ING Insurance in 2012, 2011 and 2010, respectively. ING and its Dutch subsidiaries are subject to legal restrictions on the amount of dividends they can pay to their shareholders. The Dutch Civil Code provides that dividends can only be paid by Dutch companies up to an amount equal to the excess of a company’s shareholders’ equity over the sum of (1) paid-up capital and (2) shareholders’ reserves required by law. Further, certain of the Group companies are subject to restrictions on the amount of funds they may transfer in the form of cash dividends or otherwise to ING Groep N.V.

In addition to the restrictions in respect of minimum capital and capital base requirements that are imposed by insurance, banking and other regulators in the countries in which the Group’s subsidiaries operate, other limitations exist in certain countries. For example, the operations of the Group’s insurance company subsidiaries located in the United States are subject to limitations on the payment of dividends to their parent company under applicable state insurance laws. Dividends paid in excess of these limitations generally require prior approval of the Insurance Commissioner of the state of domicile.

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On 12 December 2011 ING announced the launch of three separate exchange offers in Europe and tender offers in the United States of America, on a total of seven series of outstanding subordinated securities of ING entities with a total nominal value of approximately EUR 5.8 billion. As of 23 December 2011, all tender and exchange offers announced on 12 December 2011 were successfully completed. For more information see Note 15 of Note 2.1 to the consolidated financial statements.

ING Group Consolidated Cash Flows

ING’s Risk Management, including liquidity, is discussed in Note 2.2.1 “Risk Management” of Note 2.1 to the consolidated financial statements.

Year ended 31 December 2012 compared to year ended 31 December 2011

Net cash flow from operating activities amounted to EUR -9,260 million for the year ended 31 December 2012, compared with EUR 14,139 million for the year ended 31 December 2011. This decrease was mainly due to amounts due to/from banks and trading assets/liabilities. The cash flow generated through the customer deposits and other funds on deposit was EUR 27,718 million and EUR 27,019 million for 2012 and 2011, respectively. The cash flow employed in lending increased from a cash outflow of EUR -23,713 million in 2011 to a cash inflow of EUR 1,166 million in 2012.

Net cash flow from investment activities in 2012 was EUR 576 million, compared to EUR 6,504 million in 2011. The decrease was mainly caused by higher disposals and redemptions of group companies.

Net cash flow from financing activities was EUR -1,665 million in 2012, compared to EUR -6,931 million in 2011. The increase of EUR 5,266 million in net cash flow from financing activities is mainly due to repayment of subordinated loans and net repayment of other borrowed funds.

The operating, investing and financing activities described above resulted in net cash and cash equivalents at year-end 2012 of EUR 24,150 million, compared with EUR 34,280 million at year-end 2011, a decrease of EUR 10,130 million from 2011 levels.

	2012		2011
	(EUR millions)
Treasury bills and other eligible bills		518		2,611
Amounts due from/to banks		4,633		-4,505
Cash and balances with central banks		17,657		31,194
Cash and cash equivalents classified as Assets held for sale		1,342		4,9800
Cash and cash equivalents at end of year		24,150		34,280

Year ended 31 December 2011 compared to year ended 31 December 2010

Net cash flow from operating activities amounted to EUR 14,139 million for the year ended 31 December 2011, compared with EUR -4,747 million for the year ended 31 December 2010. This increase was mainly due to amounts due to/from banks and trading assets/liabilities. The cash flow generated through the customer deposits and other funds on deposit was EUR 27,019 million and EUR 21,202 million for 2011 and 2010, respectively. The cash flow employed in lending increased from a cash outflow of EUR -16,331 million in 2010 to a cash outflow of EUR -23,713 million in 2011.

Net cash flow from investment activities in 2011 was EUR 6,504 million, compared to EUR -3,349 million in 2010. The increase was mainly caused by higher disposals and redemptions of group companies and available-for-sale investments.

Net cash flow from financing activities was EUR -6,931 million in 2011, compared to EUR 7,640 million in 2010. The decrease of EUR 14,571 million in net cash flow from financing activities is mainly due to repayment of subordinated loans and net repayment of other borrowed funds.

The operating, investing and financing activities described above resulted in net cash and cash equivalents at year-end 2011 of EUR 34,280 million, compared with EUR 20,768 million at year-end 2010, an increase of EUR 13,512 million from 2010 levels.

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	2011		2010
	(EUR millions)
Treasury bills and other eligible bills		2,611		4,441
Amounts due from/to banks		-4,505		3,227
Cash and balances with central banks		31,194		13,072
Cash and cash equivalents classified as Assets for sale		4,980		28
Cash and cash equivalents at end of year		34,280		20,768

Capital Adequacy

The debt/equity ratio of ING Group as at year-end 2012 was 11.10% (2011: 12.71%).

ING Group reports to the Dutch Central Bank as required under the Dutch implementation of the financial conglomerates directive (FICO). The directive mainly covers risk concentrations in the group, intra-group transactions and an assessment of the capital adequacy of the Group.

In the following table, we show the Group’s FICO ratio on the following basis:

• Insurance required capital from applying European Solvency I rules to all ING Insurance entities globally (regardless of local capital requirements);

• Bank required capital based on applying Basel II with the Basel I floor (80% of Basel I Risk Weighted Assets);

• Group FICO capital using an approach similar to that used for Bank BIS capital and Insurance IGD capital whereby Group leverage is deducted.

	2012			2011
	(EUR millions)
BIS capital		47,116			47,124
IGD capital		23,322			21,406
Group leverage (core debt)		-7,100			-7,917
Regulatory capital		63,339			60,612
Required capital banking operations		28,774			31,107
Required capital insurance operations		9,523			9,515
Total required capital		38,296			40,622
FICO ratio		165	%		149	%

ING Bank Cash Flows

The principal sources of funds for ING Bank’s operations are growth of the retail funding, which mainly consists of current accounts, savings and retail deposits, repayments of loans, disposals and redemptions of investment securities (mainly bonds), sales of trading portfolio securities, interest income and commission income. The major uses of funds are advances of loans and other credits, investments, purchases of investment securities, funding of trading portfolios, interest expense and administrative expenses (see “Item 11 Quantitative and Qualitative Disclosure of Market Risk”).

Year ended 31 December 2012 compared to year ended 31 December 2011

At 31 December 2012 and 2011, ING Bank had EUR 20,612 million and EUR 31,197 million, respectively, of cash and cash equivalents. The decrease in Cash and Cash Equivalents is mainly attributable to the cash and bank balance positions with Central banks.

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Specification of cash position (EUR millions):

	2012		2011
	(EUR millions)
Cash and balances with central banks		15,447		28,112
Short dated government paper		518		2,611
Cash and cash equivalents classified as Assets held for sale		14		4,980
Banks on demand		4,633		-4,506
Cash balance and cash equivalents		20,612		31,197

The EUR 25,426 million decrease in ING Bank’s operating activities, consist of EUR 11,523 million cash outflow for the year ended 31 December 2012, compared to EUR 13,903 million cash inflow for the year ended 31 December 2011.

The cash flow from operating activities was largely affected by cash inflows from Customer deposits and other funds on deposit (EUR 21,334 million compared to a cash inflow in 2011 of EUR 30,659 million), cash outflows from Amounts due to and from Banks (EUR 21,187 million compared to a cash inflow in 2011 of EUR 457 million), a cash inflow from loans and advances to customers (EUR 1,130 million compared to a cash outflow in 2011 of EUR 26,392 million) and a cash outflow of trading assets and liabilities (EUR 16,583 million compared to a cash inflow in 2011 of EUR 1,293 million).

Net cash inflow from investing activities was EUR 2,341 million (2011: EUR 4,027 million cash inflow). Investments in available-for-sale securities was EUR 71,323 million and EUR 155,004 million in 2012 and 2011, respectively. Disposals and redemptions of available-for-sale securities amounted to EUR 73,441 million and EUR 155,826 million in 2012 and 2011, respectively.

Net cash flow from financing activities in 2012 amounted to a cash outflow of EUR 1,588 million compared to a cash outflow in 2011 of EUR 3,778 million, and is mainly attributable to less cash outflow from proceeds and repayments of subordinated loans and debt securities in issue and a lower dividend payment in 2012.

The operating, investing and financing activities described above resulted in a negative cash flow of EUR 10,770 in 2012 compared to a positive net cash flow of EUR 14,152 million in 2011.

Year ended 31 December 2011 compared to year ended 31 December 2010

At 31 December 2011 and 2010, ING Bank had EUR 31,197 million and EUR 17,188 million, respectively, of cash and cash equivalents. The increase in Cash and Cash Equivalents is mainly attributable to the cash and bank balance positions with Central banks.

Specification of cash position (EUR millions):

	2011		2010
	(EUR millions)
Cash		28,112		9,519
Short dated government paper		2,611		4,442
Cash and cash equivalents classified as Assets held for sale		4,980
Banks on demand		-4,506		3,227
Cash balance and cash equivalents		31,197		17,188

The EUR 24,989 million increase in ING Bank’s operating activities, consist of EUR 13,903 million cash inflow for the year ended 31 December 2011, compared to EUR 11,086 million cash outflow for the year ended 31 December 2010.

The cash flow from operating activities was largely affected by cash inflows from Customer deposits and other funds on deposit (EUR 30,569 million compared to a cash inflow in 2010 of EUR 21,052 million), cash outflows from Amounts due to and from Banks (EUR 457 million compared to a cash outflow in 2010 of EUR 14,164

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million) and a cash outflow of loans and advances to customers of EUR 26,392 million (compared to a cash outflow in 2010 of EUR 19,665).

Net cash inflow from investing activities was EUR 4,027 million (2010: EUR 1,303 million cash inflow). Investments in available-for-sale securities was EUR 155,004 million and EUR 89,614 million in 2011 and 2010, respectively. Disposals and redemptions of available-for-sale securities amounted to EUR 155,826 million and EUR 88,333 million in 2011 and 2010, respectively.

Net cash flow from financing activities in 2011 amounted to a cash outflow of EUR 3,778 million compared to a cash inflow in 2010 of EUR 8,224 million, and is mainly attributable to less balance cash inflow from debt securities in issue and a dividend payment of EUR 3,000 million.

The operating, investing and financing activities described above resulted in a positive cash flow of EUR 14,152 in 2011 compared to a negative net cash flow of EUR -1,559 million in 2010.

Capital Adequacy

Capital adequacy and the use of capital are monitored by ING Bank and its subsidiaries, employing techniques based on the guidelines developed by the Basel Committee on Banking Supervision and implemented by the EU and the Dutch Central Bank for supervisory purposes. See “Item 4 Information on the Company”. Qualifying capital is based on IFRS-EU, as primary accounting basis, which is also the basis for statutory and regulatory reporting.

The following table sets forth the capital position of ING Bank N.V. as of 31 December 2012, 2011 and 2010.

Capital position of ING Bank

	2012			2011			2010
	(EUR millions)
Shareholders’ equity (parent)		31,823			30,156			31,266
Difference IFRS-IASB and IFRS-EU		4,846			4,211			3,185
Minority interests (1)		959			817			749
Subordinated loans qualifying as Tier 1 capital (2)		6,774			6,850			8,438
Goodwill and intangibles deductible from Tier 1 (1)		-1,242			-1,390			-1,645
Deductions Tier 1		-991			-1,014			-1,069
Revaluation reserve (3)		-2,195			-1,008			-1,592
Available capital — Tier 1		39,975			38,622			39,332
Supplementary capital — Tier 2 (4)		8,132			9,516			10,882
Deductions		-991			-1,014			-1,069
BIS capital		47,116			47,124			49,145
Risk-weighted assets		278,656			330,421			321,103
Tier 1 ratio		14.35	%		11.69	%		12.25	%
BIS ratio		16.91	%		14.26	%		15.30	%
Required capital based on Basel I floor (5)		28,767			31,107			29,860
BIS ratio based on Basel I floor (5)		13.10	%		12.12	%		13.17	%

(1) According to the regulatory definition.

(2) Subordinated loans qualifying as Tier 1 capital have been placed by ING Groep N.V. with ING Bank N.V.

(3) Includes revaluation debt securities, revaluation reserve cash flow hedge and the revaluation reserves excluded from Tier 1 as described in ING’s Capital base table.

(4) Includes eligible lower Tier-2 loans and revaluation reserves equity and real estate revaluations removed from Tier 1 capital.

(5) Using 80% of Basel I Risk-Weighted Assets.

Capital measures in the table exclude the difference between IFRS-EU and IFRS-IASB as capital measures are based on IFRS-EU as primary accounting basis for statutory and regulatory reporting.

ING Group’s management believes that working capital is sufficient to meet the current and reasonably foreseeable needs of the Company.

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ING Insurance Cash Flows

The principal sources of funds for ING Insurance are premiums, net investment income and proceeds from sales or maturity of investments, while the major uses of these funds are to provide life policy benefits, pay surrenders and profit sharing for life policyholders, pay non-life claims and related claims expenses, and pay other operating costs. ING Insurance generates a substantial cash flow from operations as a result of most premiums being received in advance of the time when claim payments or policy benefits are required. These positive operating cash flows, along with that portion of the investment portfolio that is held in cash and highly liquid securities, have historically met the liquidity requirements of ING Insurance’s operations, as evidenced by the growth in investments. See Note 2.2.1 “Risk Management” to the consolidated financial statements.

Year ended 31 December 2012 compared to year ended 31 December 2011

ING Insurance’s liquidity requirements are met on both a short- and long-term basis by funds provided from insurance premiums collected, investment income and collected reinsurance receivables, and from the sale and maturity of investments. ING Insurance also has access to commercial paper, medium-term note and other credit facilities. ING Insurance’s balance of cash and cash equivalents was EUR 6,717 million at 31 December 2012 and EUR 11,577 million at 31 December 2011.

	2012		2011
	(EUR millions)
Cash and bank balances		2,980		3,230
Short term deposits		2,409		8,347
Cash and cash equivalents classified as Assets held for sale		1,328
Total		6,717		11,577

Net cash provided by operating activities was EUR 718 million in 2012 and EUR 2,041 million in 2011. Net cash used by ING Insurance in investment activities was EUR -2,882 million in 2012 and EUR 2,477 in 2011 million. The decrease was caused by investments in equity securities available for sale mainly in the U.S. Cash provided by ING Insurance’s financing activities amounted to EUR -2,731 million and EUR -1,558 million in 2012 and 2011, respectively. The decrease was due to repayments of subordinated loans.

Year ended 31 December 2011 compared to year ended 31 December 2010

ING Insurance’s liquidity requirements are met on both a short- and long-term basis by funds provided from

insurance premiums collected, investment income and collected reinsurance receivables, and from the sale and maturity of investments. ING Insurance also has access to commercial paper, medium-term note and other credit facilities. ING Insurance’s balance of cash and cash equivalents was EUR 11,577 million at 31 December 2011 and EUR 8,674 million at 31 December 2010.

	2011		2010
	(EUR millions)
Cash and bank balances		3,230		4,057
Short term deposits		8,347		4,589
Cash and cash equivalents classified as Assets held for sale				28
Total		11,577		8,674

Net cash provided by operating activities was EUR 2,041 million in 2011 and EUR 2,885 million in 2010.

Net cash used by ING Insurance in investment activities was EUR 2,477 million in 2011 and EUR -4,466 million in 2010. The increase was caused by group companies, available-for-sale- investments and investments for risk of policyholders.

Cash provided by ING Insurance’s financing activities amounted to EUR -1,558 million and EUR 1,140 million in 2011 and 2010, respectively. The decrease was due to Proceeds/repayments of borrowed funds and debt securities.

The table below shows the Insurance Group Directive which represent the consolidated regulatory Solvency I position of ING Insurance business. The Insurance companies complied with their respective local regulatory requirements.

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	2012			2011
	(EUR millions)
Shareholders’ equity (parent)		27,299			23,475
Hybrids issued by ING Group (1)		2,438			2,604
Hybrids issued by ING Insurance (2)		476			1,726
Required regulatory adjustments		-6,891			-6,399
IGD capital		23,322			21,406
EU required capital base		9,523			9,515
IGD Solvency ratio (3)		245	%		225	%

(1) Hybrids issued by ING Group at notional value

(2) Hybrids issued by ING Insurance at notional value capped at 25% of EU required capital

(3) The actual required regulatory adjustments for IGD capital and the EU required capital may be different from the estimate since the statutory results are not final until filed with the regulators.

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Adjusted Equity

ING calculates certain capital ratios on the basis of “adjusted equity”. Adjusted equity differs from Shareholders’ equity in the consolidated balance sheet. The main differences are that adjusted equity excludes unrealized gains and losses on debt securities, goodwill and the cash flow hedge reserve and includes hybrid capital and the Core Tier 1 Securities. Adjusted equity also excludes the difference between IFRS-EU and IFRS-IASB, as capital ratios are based on IFRS-EU as primary accounting basis, which is also the basis for statutory and regulatory reporting. Adjusted equity for 2012, 2011 and 2010 is reconciled to shareholders’ equity as follows:

	2012		2011		2010
	(EUR millions)
Shareholders’ equity		49,511		42,452		37,719
Difference between IFRS-IASB and IFRS-EU		4,846		4,211		3,185
Core Tier 1 Securities		2,250		3,000		5,000
Group hybrid capital		9,223		9,332		12,039
Revaluation reserves debt securities and other		-8,963		-4,626		-3,469
Adjusted equity		56,866		54,369		54,474

“Group hybrid capital” comprises subordinated loans and preference shares issued by ING Group, which qualify as (Tier 1) capital for regulatory purposes, but are classified as liabilities in the consolidated balance sheet.

“Revaluation reserves debt securities and other” includes unrealized gains and losses on available-for-sale debt securities and revaluation reserve crediting to policyholders of EUR -4,843 million in 2012, EUR -650 million in 2011 and EUR 330 million in 2010, the cash flow hedge reserve of EUR -2,689 million in 2012, EUR -1,970 million in 2011 and EUR -847 million in 2010 and capitalized goodwill of EUR -1,431 million in 2012, EUR -2,006 million in 2011 and EUR -2,908 million in 2010.

ING uses adjusted equity in calculating its debt/equity ratio, which is a key measure in ING’s Group capital management process. The debt/equity ratio based on adjusted equity is used to measure the leverage of ING Group The target and actual debt/equity ratio based on adjusted equity are communicated internally to key management and externally to investors, analysts and rating agencies on a quarterly basis. ING uses adjusted equity for these purposes instead of Shareholders’ equity presented in the balance sheet principally for the following reasons:

• adjusted equity is calculated using criteria that are similar to the capital model that is used by Standard and Poor’s to measure, compare and analyze capital adequacy and leverage for insurance groups, and the level of our adjusted equity may thus have an impact on the S&P ratings for the Company and its operating insurance subsidiaries;

• ING believes its Standard and Poor’s financial strength and other ratings are one of the most significant factors looked at by our clients and brokers, and accordingly are important to the operations and prospects of our insurance operating subsidiaries, and a major distinguishing factor vis-à-vis our competitors and peers.

To the extent our debt/equity ratio (based on adjusted equity) increases or the components thereof change significantly period over period, we believe that rating agencies and regulators would all view this as material information relevant to our financial health and solvency. On the basis of adjusted equity, the debt/equity ratio of ING decreased to 11.1% in 2012 from 12.7% in 2011. The debt/equity ratio of ING Group between 31 December 2002 and 31 December 2012 has been in the range of 19.9% to 9.0%. Although rating agencies take many factors into account in the ratings process and any of those factors alone or together with other factors may affect our rating, we believe that an increase of our debt/equity ratio in a significant way, and for an extended period of time, could result in actions from rating agencies including a possible downgrade of the financial strength ratings of our operating subsidiaries. Similarly, although regulatory authorities do not currently set any explicit leverage requirements for ING Group, such an increase of our debt/equity ratio could also likely result in greater scrutiny by regulatory authorities. Over the last year, ING has targeted a 15% debt/equity ratio for ING Group currently, but management aims to reduce the Group debt/equity ratio to 10% in the near term. In addition, ING stated in its Restructuring Plan as presented on 26 October 2009 that in the coming years, as insurance units are divested, ING Groep N.V. wants to reduce its core Debt to zero, thereby eliminating the double leverage. These targets are reviewed at least once a year and approved by the Executive Board. During the yearly review, many factors are taken into account to establish this target, such as rating agency guidance, regulatory guidance, peer review, risk profile and strategic objectives. During the year, the ratio is managed by regular reporting, forecasting and capital management actions. Management has full discretion to change the target ratio if circumstances change.

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Off-Balance-Sheet-Arrangements

See Note 28 of Note 2.1 to the consolidated financial statements.

	Total 2012		Less than one year		More than one year		Total 2011		Less than one year		More than one year
	(EUR millions)
Insurance operations
Commitments concerning investments in land and buildings		60		13		47		112		87		25
Commitments concerning fixed-interest securities		636		612		24		947		947
Guarantees		86		70		16		24				24
Other commitments		548		294		254		766		560		206
Banking operations
Contingent liabilities in respect of:
- discounted bills		1		1				2		2
- guarantees		24,034		18,738		5,296		25,617		20,301		5,316
- irrevocable letters of credit		14,552		14,233		319		17,206		16,996		210
- other contingent liabilities		498		495		3		570		562		8
Irrevocable facilities		86,549		54,659		31,890		86,188		56,041		30,147
Total		126,964		89,115		37,849		131,432		95,496		35,935

Contractual obligations

The table below shows the cash payment requirements, due by period, from specified contractual obligations outstanding as of December 31 2011 and 2010. Reference is made to Note 21 Other liabilities in Note 2.1 for information about future payments in relation to pension benefit liabilities. Reference is made to Note 23 Liabilities by contractual maturity in Note 2.1 to the consolidated financial statements for information about coupon interest due on financial liabilities by maturity bucket.

Payment due by period	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(EUR millions)
2012
Operating lease obligations		1,353		306		435		327		285
Subordinated loans of Group companies		12,148		2,907		1,262		3,227		4,752
Preference shares of Group companies		404								404
Debenture loans		139,861		68,179		29,420		14,853		27,409
Loans contracted		2,287		428		76				1,783
Loans from credit institutions		4,845		4,052		57		56		680
Insurance provisions (1)		182,440		11,363		19,079		19,611		132,387
Total		343,338		87,235		50,329		38,074		167,700
2011
Operating lease obligations		1,353		306		435		327		285
Subordinated loans of Group companies		12,148		2,907		1,262		3,227		4,752
Preference shares of Group companies		404								404
Debenture loans		139,861		68,179		29,420		14,853		27,409
Loans contracted		2,287		428		76				1,783
Loans from credit institutions		4,845		4,052		57		56		680
Insurance provisions (1)		175,549		11,177		18,702		19,127		126,543
Total		336,447		87,049		49,952		37,590		161,856

(1) Amounts included in the table reflect best estimates of cash payments to be made to policyholders. Such best estimate cash outflows reflect mortality, retirement, and other appropriate factors, but are undiscounted with respect to interest. As a result, the sum of the cash outflows shown for all years in the table differs from the corresponding liability included in our consolidated financial statements at 31 December 2012. Furthermore, the table does not include insurance or investment contracts for risk of policyholders, as these are products where the policyholder bears the investment risk.

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Item 6. Directors, Senior Management and Employees

Appointment and dismissal Supervisory Board

Members of the Supervisory Board are appointed by the General Meeting from a binding list to be drawn up by the Supervisory Board. The list will be rendered non-binding if a resolution of the General Meeting to that effect is adopted by an absolute majority of the votes cast, which majority represents more than one-third of the issued share capital. Candidates for appointment to the Supervisory Board must comply with the suitability and reliability requirements set out in the Dutch Financial Supervision Act and must continue to meet these while in office. Members of the Supervisory Board may be suspended or dismissed at any time by a majority resolution of the General Meeting. A resolution to suspend or dismiss members of the Supervisory Board that has not been proposed by the Supervisory Board may only be adopted by the General Meeting by an absolute majority of the votes cast, which majority represents more than one-third of the issued share capital.

In connection with the issuance of the Securities to the Dutch State and the IABF, ING Group and the Dutch State agreed that the Dutch State may recommend candidates for appointment to the Supervisory Board in such a way that upon appointment of all recommended candidates by the General Meeting, the Supervisory Board would comprise two State Nominees among its members. The Dutch State may recommend a Supervisory Board member already in office.

The recommendation right of the Dutch State is subject to applicable law and to corporate governance practices, generally accepted under stock exchange listing regimes applicable to ING Group and continues as long as the IABF continues. Should the IABF be discontinued, the State Nominees will remain in office and complete their term of appointment.

Candidates recommended by the Dutch State will be nominated for appointment by way of a binding nomination, unless one or more specified situations occur. Such situations include when:

• the candidate is not fit and proper to discharge his duties as a Supervisory Board member;

• upon appointment the composition of the Supervisory Board would not be appropriate and/or not be in accordance with the Supervisory Board Profile;

• the appointment would be incompatible with any provision of the Articles of Association, the Supervisory Board Charter, any principle or best-practice provision of the Corporate Governance Code as applied by ING Group and/or any other generally accepted corporate governance practice or requirement which is applicable to ING Group as an internationally listed company;

• the relevant candidate has a structural conflict of interest with ING Group; and

• DNB, the Dutch central bank refuses to issue a statement of ‘no objection’ for the appointment of the relevant candidate.

As a consequence of the transaction between ING Group and the Dutch State, the Dutch State recommended Lodewijk de Waal and Tineke Bahlmann for appointment to the Supervisory Board. Following such recommendation, Lodewijk de Waal and Tineke Bahlmann were appointed by the General Meeting on 27 April 2009. The current terms of appointment of Tineke Bahlmann and Lodewijk de Waal will expire at the end of the 2013 annual General Meeting. Tineke Bahlmann is recommended for reappointment by the Dutch State. Lodewijk de Waal has decided not to apply for reappointment. The Dutch State has indicated to not use its right to recommend a second candidate for appointment as a member of the Supervisory Board at this moment.

Function of the Supervisory Board

The function of the Supervisory Board is to supervise the policy of the Executive Board and the general course of events of ING Group and its businesses, as well as to provide advice to the Executive Board. In line with Dutch company law, the Corporate Governance Code and the Articles of Association, the Supervisory Board Charter requires all members of the Supervisory Board, including the State Nominees, to act in accordance with the interests of ING Group and the business connected with it, taking into account the relevant interests of all the stakeholders of ING Group, to perform their duties without mandate and independent of any interest in the business of ING Group, and to refrain from supporting one interest without regard to the other interests involved.

Certain resolutions of the Executive Board, specified in the Articles of Association of ING Group, the Executive Board Charter and in the Supervisory Board Charter, are subject to the approval of the Supervisory Board.

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As long as the IABF continues, certain resolutions of the Supervisory Board are subject to the condition that no State Nominee shall have voted against the proposal. These rights became effective as from the 2009 annual General Meeting. These resolutions relate to the following matters:

a. the issuance or acquisition of its own shares by ING Group, other than related to the Securities issuance (including, for the avoidance of doubt, for the purpose of conversion or financing of a repurchase of Securities), as part of regular hedging operations or in connection with employment schemes;

b. the cooperation by ING Group in the issuance of depositary receipts for shares;

c. the application for listing on or removal from the price list of any stock exchange of the securities referred to in a. or b.;

d. the entry into or termination of a lasting cooperation between ING Group or a dependent company and another legal entity or partnership or a general partner in a limited partnership or general partnership where such cooperation or termination thereof has a material significance for ING Group, i.e. amounting to one-quarter or more of ING Group’s issued capital and reserves as disclosed in its balance sheet and notes thereto;

e. the acquisition by ING Group or a dependent company of a participating interest in the capital of another company amounting to one-quarter or more of ING Group’s issued capital and reserves as disclosed in its balance sheet and notes thereto or a material increase or decrease in the magnitude of such participating interest;

f. investments involving an amount equal to one-quarter or more of ING Group’s issued capital and reserves as disclosed in its balance sheet and notes thereto;

g. a proposal to wind up ING Group;

h. filing of a petition for bankruptcy or moratorium of ING Group;

i. a proposal to reduce the issued capital of ING Group (other than related to the Securities issuance);

j. a proposal for merger, split-off or dissolution of ING Group;

k. a proposal to change ING Group’s remuneration policy; and

l. appointment of the chief executive officer of the Executive Board.

Profile of members of the Supervisory Board

The Supervisory Board has drawn up a profile to be used as a basis for its composition. It is available on the website of ING Group (www.ing.com) and at the ING Group head office.

In view of their experience and the valuable contribution that former members of the Executive Board can make to the Supervisory Board, it has been decided, taking into account the size of the Supervisory Board and ING’s wide range of activities that such individuals may become members of the Supervisory Board of ING Group. There is, however, a restriction in that only one in every five other members of the Supervisory Board may be a former member of the Executive Board. In addition, this member must wait at least one year after resigning from the Executive Board before becoming eligible for appointment to the Supervisory Board. Former members of the Executive Board are not eligible for appointment to the position of chairman or vice-chairman of the Supervisory Board.

After being appointed to the Supervisory Board, a former member of the Executive Board may also be appointed to one of the Supervisory Board’s committees. However, appointment to the position of chairman of a committee is only possible if the individual in question resigned from the Executive Board at least four years prior to such appointment.

ING Group aims to have an adequate and balanced composition of its Supervisory Board. Thereto, annually, the Nomination Committee assesses the composition of the Supervisory Board. In the context of such assessment, ING Group aims to have a gender balance by having at least 30% men and at least 30% women amongst its Supervisory Board members. However, because of the fact that ING Group needs to balance several relevant selection criteria when composing its Supervisory Board, the composition of the Supervisory Board did not meet the above-mentioned gender balance in 2012. ING Group will continue to strive for an adequate and balanced composition of its Supervisory Board in future appointments, by taking into account all relevant selection criteria including but not limited to gender balance, executive experience, experience in corporate governance and experience in the political and social environment.

Term of appointment of members of the Supervisory Board

A member of the Supervisory Board retires no later than at the end of the first general meeting held four years after his or her last appointment or reappointment. In accordance with the Corporate Governance Code, members of the Supervisory Board may as a general rule be reappointed for two additional four-year terms. Under special circumstances however, the Supervisory Board may deviate from this general rule, among others in order to maintain a balanced composition of the Supervisory Board and/or to preserve valuable expertise and experience. As a general rule, members of the Supervisory Board shall also resign at the end of an annual

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general meeting in the year in which they attain the age of 70 and shall not be reappointed. The schedule for resignation by rotation is available on the website of ING Group (www.ing.com).

Ancillary positions /Conflicting interests

Members of the Supervisory Board are asked to provide details on any other directorships, paid positions and ancillary positions they may hold. Such positions may not conflict with the interests of ING Group. It is the responsibility of the individual member of the Supervisory Board and the Corporate Governance Committee to ensure that the directorship duties are performed properly and are not affected by any other positions that the individual may hold outside the Group.

Members of the Supervisory Board are to disclose material conflicts of interest and potential conflicts of interest and to provide all information relevant thereto. Thereupon the Supervisory Board — without the member concerned taking part — decides whether a conflict of interest exists. In case of a conflict of interest, the relevant member of the Supervisory Board abstains from discussions and decision-making on the topic or the transaction in relation to which he or she has a conflict of interest with ING Group.

Transactions involving actual or potential conflicts of interest

In accordance with the Corporate Governance Code, transactions with members of the Supervisory Board in which there are significant conflicting interests will be disclosed in the Annual Report. In deviation of the Corporate Governance Code however, this does not apply if (i) such disclosure would be against the law; (ii) the confidential, share-price sensitive or competition-sensitive character of the transaction prevents such disclosure; and/or (iii) the information is so competition-sensitive that disclosure could damage the competitive position of ING Group.

Significant conflicting interests are considered to be absent in case of a relationship that a member of the Supervisory Board may have with ING Group subsidiaries as an ordinary, private individual, with the exception of any loans that may have been granted.

Independence

Annually, the members of the Supervisory Board are requested to assess whether the criteria of dependence set out in the Corporate Governance Code do not apply to them and to confirm this in writing. On the basis of these criteria, all members of the Supervisory Board, with the exception of Luc Vandewalle, are to be regarded as independent on 31 December 2012. Luc Vandewalle is not to be considered independent because of his former position at ING Belgium. Members of the Supervisory Board to whom the independence criteria of the Corporate Governance Code do not apply, and members of the Supervisory Board to whom the criteria do apply but who can explain why this does not undermine their independence, are deemed to be independent.

Company secretary

ING Group’s company secretary is Jan-Willem Vink, general counsel of ING Group.

Committees of the Supervisory Board

On 31 December 2012, the Supervisory Board had five standing committees: the Audit Committee, the Risk Committee, the Remuneration Committee, the Nomination Committee and the Corporate Governance Committee.

The organisation, powers and conduct of the Supervisory Board are detailed in the Supervisory Board Charter. Separate charters have been drawn up for the Audit Committee, the Risk Committee, the Remuneration Committee, the Nomination Committee and the Corporate Governance Committee. These charters are available on the website of ING Group (www.ing.com). A short description of the duties for the five Committees follows below.

The Audit Committee assists the Supervisory Board in monitoring the integrity of the financial statements of ING Group, ING Verzekeringen N.V. and ING Bank N.V., in monitoring the compliance with legal and regulatory requirements and in monitoring the independence and performance of ING’s internal and external auditors. On 31 December 2012, the members of the Audit Committee were: Joost Kuiper (chairman), Tineke Bahlmann, Henk Breukink, Jan Holsboer, Yvonne van Rooy and Luc Vandewalle.

The Supervisory Board has determined that Joost Kuiper is a financial expert as referred to in the Corporate Governance Code. Joost Kuiper was appointed as the chairman of the Audit Committee on 9 May 2011. Joost Kuiper is considered by the Supervisory Board as financial expert because of his relevant knowledge and experience.

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The Risk Committee assists and advises the Supervisory Board in monitoring the risk profile of ING as a whole as well as the structure and operation of the internal risk management and control systems. On 31 December 2012, the members of the Risk Committee were: Piet Klaver (chairman), Tineke Bahlmann, Joost Kuiper, Luc Vandewalle and Jeroen van der Veer.

The Remuneration Committee advises the Supervisory Board, among other things, on the terms and conditions of employment (including remuneration) of the members of the Executive Board and on the policies and general principles on which the terms and conditions of employment of the members of the Executive Board and of senior managers of ING and its subsidiaries are based. On 31 December 2012, the members of the Remuneration Committee were: Peter Elverding (chairman), Piet Klaver, Jeroen van der Veer and Lodewijk de Waal.

The Nomination Committee advises the Supervisory Board, among other things, on the composition of the Supervisory Board and Executive Board. On 31 December 2012, the members of the Nomination Committee were: Jeroen van der Veer (chairman), Peter Elverding, Piet Klaver and Lodewijk de Waal.

The Corporate Governance Committee assists the Supervisory Board in monitoring and evaluating the corporate governance of ING as a whole and the reporting thereon in the Annual Report and to the General Meeting and advises the Supervisory Board on improvements. On 31 December 2012, the members of the Corporate Governance Committee were: Henk Breukink (chairman), Jeroen van der Veer and Lodewijk de Waal.

The current composition of the Supervisory Board Committees can be found on the Company’s website (www.ing.com), which is updated on a regular basis.

Remuneration and share ownership

The remuneration of the members of the Supervisory Board is determined by the General Meeting and is not dependent on the results of ING Group. Members of the Supervisory Board are permitted to hold shares and depositary receipts for shares in the share capital of ING Group for long-term investment purposes. Transactions by members of the Supervisory Board in these shares and depositary receipts for shares are subject to the ING regulations regarding insiders. These regulations are available on the website of ING Group (www.ing.com).

INFORMATION ON MEMBERS OF THE SUPERVISORY BOARD

JEROEN VAN DER VEER (CHAIRMAN)

(Born 1947, Dutch nationality, male; appointed in 2009, term expires in 2013)

Former chief executive officer of Royal Dutch Shell plc. Other business activities: until the end of the AGM in May 2013, non-executive director of Royal Dutch Shell plc. Chairman of the Supervisory Board of Koninklijke Philips Electronics N.V. (listed companies). Member of the Supervisory Board of Het Concertgebouw N.V. Chairman of the Supervisory Council of Nederlands Openluchtmuseum. Member of the Board of Nationale Toneel (theatre). Chairman of the Supervisory Council of Platform Bèta Techniek. Chairman of the Advisory Council of Rotterdam Climate Initiative. Member of the Governing Board of European Institute of Innovation & Technology (EIT).

PETER A.F.W. ELVERDING (VICE-CHAIRMAN)

(Born 1948, Dutch nationality, male; appointed in 2007, term expires in 2015)

Former chairman of the Managing Board of Directors of Koninklijke DSM N.V. Former vice-chairman of the Supervisory Board of De Nederlandsche Bank N.V. (Dutch central bank). Other business activities: chairman of the Supervisory Board of Koninklijke BAM Groep N.V. (listed company). Vice-chairman of the Supervisory Board of SHV Holdings N.V. Chairman of the Supervisory Board of Q-Park N.V. Chairman of the Supervisory Board of Camille Oostwegel Holding B.V. Member of the Supervisory Board of Koninklijke FrieslandCampina N.V. Member of the Board of Stichting Instituut GAK.

J.P. (TINEKE) BAHLMANN

(Born 1950, Dutch nationality, female; appointed in 2009, term expires in 2013)

Professor in Business Administration, University of Utrecht. Other business activities: vice-chairman of the Supervisory Board of N.V. Nederlandsche Apparatenfabriek ‘Nedap’ (listed company). Member of the Supervisory Board of Stedin Netbeheer B.V. Member of the Board of Maatschappelijk Verantwoord

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Ondernemen Nederland (CSR). Chairman of the Supervisory Council of Maasstad Ziekenhuis (hospital). Chairman of Stichting Max Havelaar. Member of the Board of Toneelgroep Amsterdam (theatre).

HENK W. BREUKINK

(Born 1950, Dutch nationality, male; appointed in 2007, term expires in 2015)

Former managing director of F&C and country head for F&C Netherlands (asset management firm). Other business activities: member of the Supervisory Board of NSI N.V. (real estate fund) (listed company). Member of the Supervisory Board of Brink Groep BV. Chairman of the Supervisory Board of Heembouw Holding B.V. Chairman of the Supervisory Council of Omring (health care institution). Member of the Supervisory Board of HaagWonen (housing corporation). Chairman of the Supervisory Council of Inholland University.

JAN H. HOLSBOER

(Born 1946, Dutch nationality, male; appointed in 2012, term expires in 2016)

Former member of the Executive Board of Univar N.V. and former member of the Executive Boards of ING Group and Nationale- Nederlanden. Other business activities: non-executive (senior independent) director of PartnerRe Ltd. (Bermuda). Chairman of the Supervisory Board of TD Bank N.V. Non-executive director of YAFA S.p.A. (Turin, Italy). Member of the Supervisory Board of YAM Invest N.V. Chairman of the Supervisory Board of Vither Hyperthermia B.V. Chairman of the Executive Board of Panorama Mesdag B.V. Chairman of the Board of Foundation Imtech. Member of the Investment Committee of the Dutch Cancer Society.

SJOERD VAN KEULEN

(Born 1946, Dutch nationality, male; appointed in 2011, will resign in 2013)

Former chairman of the Executive Board of SNS Reaal N.V. Other business activities: member of the Supervisory Board of Heijmans N.V. (listed company). Member of the Supervisory Board of Vado Beheer B.V. Vice-chairman of the Supervisory Committee of World Wildlife Fund. Chairman of the Board of Investment Fund for Health in Africa. Member of the Board of Health Insurance Fund. Advisory member of the Supervisory Board of Stichting PharmAccess International. Member of the Supervisory Board of Stichting Natuur en Milieu.

PIET C. KLAVER

(Born 1945, Dutch nationality, male; appointed in 2006, will resign in 2013)

Former chairman of the Executive Board of SHV Holdings N.V. Other business activities: chairman of the Supervisory Board of PostNL N.V. (listed company). Chairman of the Supervisory Board of each of Koninklijke Dekker B.V., Credit Yard Group B.V., Dura Vermeer Groep N.V. and Blokker Holding B.V. Vice-chairman of the Supervisory Board of SHV Holdings N.V. Member of the Board of the African Parks Foundation.

JOOST CH.L. KUIPER

(Born 1947, Dutch nationality, male; appointed in 2011, term expires in 2015)

Former member of the Executive Board of ABN AMRO Bank N.V. Other business activities: chairman of the Supervisory Board of IMC B.V. Member of the Supervisory Board of Hespri Holding B.V. Member of the Supervisory Council of Nexus Institute. Board member of each of Stichting voor Ooglijders, Prins Bernhard Cultuurfonds and Aanwending Loterijgelden Nederland. Member of the Advisory Board of Boelens de Gruyter. Member of the Advisory Board of Boron.

ROBERT W.P. REIBESTEIN

(Born 1956, Dutch nationality, male; appointed in 2012, term expires in 2016)

Former senior partner of McKinsey & Company. Other business activities: member of the Supervisory Board of IMC B.V. Chairman of the Board of Royal Concertgebouw Orchestra. Member of the Board of Overseers Columbia University Business School. Member of the Supervisory Board of World Wildlife Fund. Member of the European Council on Foreign Relations. Vice-chairman of the Supervisory Board of Leiden University. Vice-chairman of the Board of VVD (political party).

YVONNE C.M.T. VAN ROOY

(Born 1951, Dutch nationality, female; appointed in 2012, term expires in 2016)

Former Minister of Foreign Trade, member of the Dutch Parliament and member of the European Parliament. Former president of Utrecht University. Other business activities: chairman of Nederlandse Vereniging van Ziekenhuizen (Dutch association of hospitals). Member of the Board of Trust Foundation Koninklijke Brill N.V. Member of the Board of Royal Concertgebouw Orchestra. Member of the Advisory Board of Nexus Institute. Member of the Board of Stichting Instituut GAK. Member of the Advisory Board of Stichting Nationaal Fonds Kunstbezit.

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LUC A.C.P. VANDEWALLE

(Born 1944, Belgian nationality, male; appointed in 2011, term expires in 2014)

Former chairman and non-executive member of ING Belgium NV/SA. Other business activities: chairman of the Supervisory Board of each of Bakker Hillegom B.V., Domo Real Estate, Matexi Groep, Plu Holding, Transics International and Alinso N.V. Member of the Supervisory Board of each of Allia Insurance Brokers, Arseus, Besix Groep, Galloo, Masureel Veredeling, Sea-Invest, Sioen Industries, Vergroup, Veritas and Willy Naessens Industriebouw.

LODEWIJK J. DE WAAL

(Born 1950, Dutch nationality, male; appointed in 2009, term expires in 2013)

Former general manager of Humanitas. Other business activities: member of the Supervisory Board of PGGM N.V. Member of the Advisory Board of Zorgverzekeraars Nederland. Chairman of the Advisory Board of Stichting Nationaal Fonds Kunstbezit. Member of the Netherlands’ National Contact Point (NCP) of the OECD. Chairman of the Supervisory Council of Museum Volkenkunde. Chairman of the Platform ‘Slim Werken Slim Reizen’. Member of the Toetsingscommissie Beloningen Woningcorporaties.

Changes in the composition

At the 2012 annual General Meeting Jan Holsboer, Robert Reibestein and Yvonne van Rooy were appointed as members of the Supervisory Board. Aman Mehta retired at the end of the 2012 annual General Meeting.

Sjoerd van Keulen and Piet Klaver will resign at the end of the 2013 annual General Meeting. The current terms of appointment of Jeroen van der Veer, Tineke Bahlmann and Lodewijk de Waal will expire at the end of the 2013 annual General Meeting. Lodewijk de Waal has decided not to apply for reappointment. At this meeting, Jeroen van der Veer and Tineke Bahlmann will be nominated for reappointment. Tineke Bahlmann is recommended for reappointment by the Dutch State. The Nomination Committee and the Supervisory Board will continue to strive for an adequate and balanced composition of its Supervisory Board when selecting and nominating new members for appointment.

More information can be found in the convocation for the 2013 annual General Meeting, available on the website of ING Group (www.ing.com) from 28 March 2013.

EXECUTIVE BOARD

Appointment and dismissal

Members of the Executive Board are appointed by the General Meeting from a binding list to be drawn up by the Supervisory Board. The list will be rendered non-binding if a resolution of the General Meeting to that effect is adopted by an absolute majority of the votes cast which majority represents more than one-third of the issued share capital. Candidates for appointment to the Executive Board must comply with the suitability and reliability requirements set out in the Dutch Financial Supervision Act and must continue to meet these while in office.

Members of the Executive Board may be suspended or dismissed at any time by a majority resolution of the General Meeting. A resolution to suspend or dismiss members of the Executive Board that has not been proposed by the Supervisory Board may only be adopted by the General Meeting by an absolute majority of the votes cast, which majority represents more than one-third of the issued share capital.

Function of the Executive Board

The Executive Board is charged with the management of ING Group, which means, among other things, that it is responsible for the setting and achieving of the Company’s objectives, strategy and policies, as well as the ensuing delivery of results. It also includes the day-to-day management of ING Group. The Executive Board is accountable for the performance of these duties to the Supervisory Board and the General Meeting. The responsibility for the management of ING Group is vested in the Executive Board collectively. The organisation, powers and modus operandi of the Executive Board are detailed in the Executive Board Charter, which was approved by the Supervisory Board. The Executive Board Charter is available on the website of ING Group (www.ing.com).

Profile of members of the Executive Board

The Supervisory Board has drawn up a profile to be used as a basis for selecting members of the Executive Board. It is available on the website of ING Group (www.ing.com) and at the ING Group head office. ING Group aims to have an adequate and balanced composition of its Executive Board. Thereto, annually, the Supervisory Board assesses the composition of the Executive Board. In the context of such assessment, ING Group aims to

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have a gender balance by having at least 30% men and at least 30% women amongst its Executive Board members.

However, because of the fact that ING Group needs to balance several relevant selection criteria when composing its Executive Board, the composition of the Executive Board did not meet the above-mentioned gender balance in 2012. ING Group will continue to strive for an adequate and balanced composition of its Executive Board in future appointments, by taking into account all relevant selection criteria including but not limited to gender balance, executive experience, experience in corporate governance of large stock-listed companies and experience in the political and social environment.

Remuneration and share ownership

Members of the Executive Board are permitted to hold shares and depositary receipts for shares in the share capital of ING Group for long-term investment purposes. Transactions by members of the Executive Board in these shares and these depositary receipts for shares are subject to the ING regulations for insiders. These regulations are available on the website of ING Group (www.ing.com).

Ancillary positions/Conflicting interests

No member of the Executive Board has corporate directorships at listed companies outside ING. This is in accordance with ING Group’s policy to avoid conflicts of interest

Transactions involving actual or potential conflicts of interest

In accordance with the Corporate Governance Code, transactions with members of the Executive Board in which there are significant conflicting interests will be disclosed in the Annual Report. In deviation of the Corporate Governance Code however, this does not apply if (i) disclosure would be against the law; (ii) the confidential, share-price sensitive or competition-sensitive character of the transaction prevents disclosure; and/or (iii) the information is so competition-sensitive that the disclosure could damage the competitive position of ING Group.

Significant conflicting interests are considered to be absent and are not reported if a member of the Executive Board obtains financial products and services, other than loans, which are provided by ING Group subsidiaries in the ordinary course of their business on terms that apply to all employees. In connection with the foregoing, ‘loans’ does not include financial products in which the granting of credit is of a subordinated nature, e.g. credit cards and overdrafts in current account, because of a lack of materiality.

In case of a conflict of interest, the relevant member of the Executive Board abstains from discussions and decision-making on the topic or the transaction in relation to which that Board member has a conflict of interest with ING Group. If all members of the Executive Board have a conflict of interest, the decision will be taken by the Supervisory Board.

INFORMATION ON MEMBERS OF THE EXECUTIVE BOARD

JAN H.M. HOMMEN, CHIEF EXECUTIVE OFFICER

(Born 1943, Dutch nationality, male; appointed in 2009, term expires in 2013)

Jan Hommen graduated with a master’s degree in Business Economics from Tilburg University. He was appointed a member of the Executive Board on 27 April 2009. He is also CEO of ING Bank N.V. and CEO of ING Verzekeringen N.V. Jan Hommen was a member of the Supervisory Board of ING Group as of 1 June 2005 and became chairman of the Supervisory Board of ING Group in January 2008. Until 1 May 2005, he was vice-chairman and chief financial officer of Koninklijke Philips Electronics N.V. From 1975 to 1997, he worked for Alcoa Inc. From 1978, he worked at the Alcoa head office in the US, becoming chief financial officer in 1991. Jan Hommen is a member of the board of Royal Concertgebouw Orchestra and a member of the Supervisory Board of PSV (football club). Seven Group staff departments report directly to Jan Hommen: Legal Department Group, Corporate Human Resources, Corporate Development, Corporate Communications, Group Public & Government Affairs, Sustainability and Corporate Audit Services.

PATRICK G. FLYNN, CHIEF FINANCIAL OFFICER

(Born 1960, Irish nationality, male; appointed in 2009, term expires in 2013)

Patrick Flynn is a Chartered Accountant and a member of the Association of Corporate Treasurers in the UK. He also holds a bachelor’s degree in Business Studies from Trinity College Dublin. He was appointed a member of the Executive Board of ING Group on 27 April 2009. From 2007 to 2009, he was the chief financial officer of HSBC Insurance Holdings Ltd. Patrick Flynn is responsible for ING’s finance departments and Investor Relations.

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WILFRED NAGEL, CHIEF RISK OFFICER

(Born 1956, Dutch nationality, male; appointed in 2012, term expires in 2016)

Wilfred Nagel was chief executive officer of ING Bank Turkey until his appointment as a member of the Management Board Banking and the Management Board Insurance as of 5 October 2011. Wilfred Nagel joined ING in 1991 and has held various positions including Global Head Credit Risk Management from 2002 to 2005 and CEO Wholesale Banking in Asia from 2005 to 2010. He was appointed a member of the Executive Board of ING Group on 14 May 2012. Wilfred Nagel is responsible for ING’s risk management departments including compliance.

Changes in the composition

The current terms of appointment of Jan Hommen and Patrick Flynn will expire at the end of the 2013 annual General Meeting. At this meeting, they will be nominated for reappointment. The Supervisory Board will propose to reappoint Patrick Flynn as a member of the Executive Board for a consecutive period of four years, ending after the annual General Meeting in 2017. The Supervisory Board will propose to reappoint Jan Hommen as a member of the Executive Board for the period until 1 October 2013. The Supervisory Board will propose to the annual General Meeting of 13 May 2013 to appoint Ralph Hamers (born 1966, Dutch nationality, male) as a member of the Executive Board for a consecutive period of four years, ending after the annual General Meeting in 2017. The Supervisory Board intends to appoint Ralph Hamers as chairman of the Executive Board and CEO as of 1 October 2013.

REMUNERATION REPORT

This section sets out the remuneration for the Executive Board and the Supervisory Board. The senior management remuneration policy and remuneration structure are also included.

The remuneration policy for the Executive Board was adopted by the annual General Meeting (AGM) on 27 April 2010, adjustments to the remuneration policy in line with new regulatory developments were adopted by the AGM on 9 May 2011. In addition, the Remuneration report provides information on the remuneration paid in 2012. ING realises that remuneration in the financial sector continued to be a topic of heated debate, also in 2012. Therefore, ING already implemented a new policy in 2010 with an increased emphasis on, among others, creating a moderate and balanced compensation mix, long-term value creation and non-financial targets.

The primary objective of the remuneration policy is to enable ING to retain and recruit qualified and expert leaders, senior staff and other highly qualified employees. In accordance with the Dutch Banking Code ING’s remuneration policy for the Executive Board aims for total direct compensation levels slightly below market median levels for comparable positions in the relevant markets. In 2012 the Executive Board did not receive a salary increase and no variable compensation was paid as ING had not completely repaid all outstanding core Tier 1 securities that were issued to the Dutch State. The remuneration policy put in place by the Supervisory Board and adopted by the 2010 AGM has been superseded by legal requirements put in place by the Dutch Legislator that no variable compensation can be paid to the Executive Management as long as financial support from the Dutch State is still outstanding.

The base salary level of the Executive Board remained at the 2010 level and for the fourth consecutive year no variable compensation was paid to the Executive Board. Remuneration of the Executive Board of ING is now in the lowest decile of compensation for managerial positions of equivalent significance and complexity in Europe and the gap between market median levels and total compensation of the Executive Board has become very significant. This could have severe consequences for the ability to attract and retain qualified senior management.

REMUNERATION POLICY

ING’s remuneration policy is an integral part of ING’s corporate strategy and risk profile and maintains a sustainable balance between short-term and long-term value creation, building on our long-term responsibility towards society, our clients and all other stakeholders.

Remuneration at ING is appropriately set against a variety of factors, such as the complexity of functions, the scope of responsibilities, market practice and competitiveness, the alignment of risks and rewards, and the long-term objectives of the company and its stakeholders, which is all the more important given the continuously changing regulation and international standards for responsible remuneration. These factors differ for each role, line of business and country. This is especially the case for ING with its operations in more than 40 countries

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and 84,718 employees of whom around 58,200 are based outside the Netherlands (over 58% of senior management is non-Dutch). As much as possible for a global financial institution of this size, ING aims to take account of all these differences and also of the standards applied within similar financial institutions in the various countries in which it operates.

PERFORMANCE MANAGEMENT PRINCIPLES

Performance management is a core business process to align individual performance objectives with the long-term strategy of the business of ING Group and to ensure a sustainable and successful business for all its stakeholders. ING Group operates a performance management process linked to remuneration to prevent rewarding for failure and to address the long-term impact of the profitability of the organisation within the risk appetite framework approved by the Supervisory Board of ING Group.

Performance measurement, ex-ante and post risk adjustment

In determining the overall size of ING’s variable remuneration pools, ex-ante measures are applied to adjust for current year and prior year changes in the risk profile, as well as for any known future potential risk profile changes. To determine whether to award any variable remuneration in a given performance year depending on the business activity, the following qualifiers will need to be satisfied: return on equity, core Tier 1 ratio and debt-to-equity ratio.

In 2012, ING fully implemented the required changes to its remuneration policies in order to comply with the Capital Requirements Directive III (CRD III). This includes arrangements to defer, hold back and where necessary claw back variable compensation.

The performance assessment of Identified Staff or the ING Group as a whole extends beyond the date that variable remuneration awards are made and continues as part of a multi-year framework. In this way a longer-term horizon is established that ensures that variable remuneration continues to remain ‘at risk’ due to any issues or staff behaviours (including former staff) that were not apparent (or foreseen) at the time variable remuneration was awarded. In doing so, we have extended the performance assessment of all Identified Staff of ING Group beyond the date that variable awards are made.

REMUNERATION POLICY FOR THE EXECUTIVE BOARD

The remuneration of Executive Board members consists of a combination of fixed compensation (base salary) and variable remuneration (together, ‘total direct compensation’), pension arrangements and benefits as described below.

Total direct compensation: moderation and reduced emphasis on variable remuneration

Total direct compensation levels are based on market data that include peers both inside and outside the financial sector in the international context in which ING operates. Total direct compensation is benchmarked against a peer group of companies that, in the opinion of the Supervisory Board, are comparable with ING in terms of size and scope. In line with the foregoing, the Supervisory Board has determined that the peer group consists of the companies in the Dow Jones EURO STOXX 50 index. These are 50 companies, in a range of financial and non-financial industries, which are based in countries within the economic and monetary union of the European Union. In accordance with the Dutch Banking Code, ING’s remuneration policy for the Executive Board aims for total direct compensation levels slightly below market median levels for comparable positions in the relevant markets.

In addition, the remuneration policy provides for a balanced mix between fixed and variable remuneration. Variable remuneration will not exceed 100% of fixed salary at the time of allocation. Fixed compensation (i.e. the base salary levels) will be determined in line with the relevant market environment as an integral part of total direct compensation, and will be reviewed from time to time by the Supervisory Board. The policy provides for an at target variable remuneration of 40% in cash and 40% in stock (in total 80%) of base salary if performance criteria are met. If performance criteria (as predetermined by the Supervisory Board) are exceeded, the variable component can be increased from target to maximum, not exceeding 100% of base salary at the time of allocation.

Emphasis on long-term value creation

The remuneration policy for the Executive Board combines the short and long-term variable components into one structure. This structure intends to support both long-term value creation and short-term company

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objectives. The emphasis on long-term performance indicators within the variable component of the compensation package is increased by means of deferral, a reasonableness test and claw back mechanisms.

The allocation of variable remuneration is conditional on the achievement of a number of performance objectives. The short- term component, at maximum 40% of total variable remuneration, is equally divided between cash and stock and awarded in the year following the performance year. The other 60% of the total variable remuneration is deferred and also equally divided between cash and stock. This long-term component is intended to serve the objective of retaining the members of the Executive Board for a longer period of time. The value of the stock award is set such that total variable remuneration at the time that the maximum number of shares to be granted is determined stays within the 100% limit.

The long-term component, consisting of two equal portions of cash and stock, will be subject to a tiered vesting on the first, second and third anniversary of the grant date (one-third per annum). The entire long-term component is subject to an ex-post performance assessment by the Supervisory Board. The ex-post performance assessment cannot lead to an upward adjustment of the value of the cash deferred portion or the number of deferred shares.

Executive Board members are not allowed to sell depositary receipts for shares, obtained as a member of the Executive Board ING Group, and within a period of five years from the grant date. However, they are allowed to sell part of their depositary receipts for shares at the date of vesting to pay tax over the vested share award.

Risk adjusted sustainable and responsible performance

Executive Board members’ remuneration is directly linked to the achievement of performance criteria critical to the execution of ING Group’s strategy. In 2012, ING took significant steps to further complete the restructuring plans, rebuild customer trust and to deliver strong performance in the Bank and in Insurance. This is reflected in the individual performance criteria set for Executive Board members. The performance of the Executive Board is annually set and measured against different financial and non- financial performance drivers.

The financial targets are built around the priorities to strengthen the capital and funding positions for the Banking and Insurance entities as we execute on the restructuring of the Group and prepare the businesses for standalone futures. The financial targets related to the banking operations are aligned with the priorities presented in ING’s Ambition 2015 priorities, which were communicated to the investor community in January 2012.

Financial performance indicators include:

1. Underlying net profit for ING Group

2. Reduce double leverage in ING Group

3. Reduce the loan-to-deposit ratio of ING Bank to strengthen liquidity position ahead of Basel III

4. Reduce leverage in Insurance US in preparation for IPO base case

5. Reduce leverage in Insurance EurAsia to prepare for standalone future

Non-financial performance indicators include:

The non-financial indicators depend on the specific responsibilities of the individual Executive Board member and typically include:

1. Improve customer centricity, including full implementation of Net Promoter Score measurement across the Bank and Insurance companies

2. Improve sustainable business practices and corporate responsibility based on the KPIs published annually in the ING Sustainability Report

3. Execute the restructuring and separation plans for the Group and continue repayment of Dutch State

4. Improve employee engagement across the Banking and Insurance operations

5. Improve leadership development, strengthen talent pipeline, retention and diversity

6. Improve operational excellence

ING values and leadership

ING leadership behaviours are also evaluated as part of each Executive Board member’s annual performance appraisal. The overall appraisal along with performance on predefined indicators is part of ING’s Remuneration Committee review in determining variable remuneration.

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Continued focus on risk

Variable remuneration is directly linked to risk and takes into consideration both individual and company performance criteria. Performance measurement accounts for estimated risks and costs of capital.

Pensions Executive Board members

Members of the Executive Board, who are employed on the basis of a Dutch employment contract, will participate in the defined contribution pension plans introduced in 2010 as part of the remuneration policy. Individual Board members participating in the pension plan that existed before the introduction of the 2010 plans were given the choice to keep their existing pension arrangement. This existing pension arrangement, approved by the 2006 AGM, is based on a defined contribution plan. Alternatively, they can switch to the 2010 arrangements.

Members of the Executive Board will be required to pay a contribution to their pension premium in line with the contributions under ING’s Collective Labour Agreement (CLA) in the Netherlands.

Members of the Executive Board working on a non-Dutch employment contract will be offered pensions in line with local practices.

Benefits

Executive Board members will continue to be eligible for a range of additional benefits (e.g. the use of company cars, contributions to company savings plans and, if applicable, expatriate allowances). Executive Board members may obtain banking and insurance services from ING Group subsidiaries in the ordinary course of their business and on terms that apply to most other comparable employees of ING. In addition, tax and financial planning services will be provided to ensure compliance with the relevant legislative requirements.

Tenure

The contract of employment for Executive Board members provides for an appointment for a period of four years and allows for reappointment by the General Meeting. In the case of an involuntary exit, Executive Board members are eligible to an exit arrangement limited to one year base salary.

OTHER ITEMS FOR SUPERVISORY BOARD DISCRETION

Claw back and adjustments

The Supervisory Board has the authority to reclaim variable remuneration allocated to a member of the Executive Board based on inaccurate data and/or behaviour that led to significant harm to the company. The Supervisory Board also has the authority to adjust variable remuneration if application of the predetermined performance criteria results in undesired outcomes. Accordingly, the Supervisory Board has decision authority in situations not addressed in the policy.

Special employment conditions

Special employment conditions, such as commitments made to secure the recruitment of new executives, may be used in exceptional circumstances subject to strict control by the Supervisory Board.

Supervisory Board discretion to review the policy and the remuneration paid

ING is expected to undergo significant changes during the coming years. Moreover, the relevant international employment market is very much in flux. In order to ensure that ING can adapt to these two uncertain factors, the Supervisory Board indicated in 2010 and 2011 that it may re-evaluate in 2012 whether the remuneration policy adopted in 2010 and amended on 9 May 2011 will be in line with the long-term objectives of the company, the relevant international context, as well as society’s perception of ING as a company. However, as the internal restructuring remains to be completed, as the regulatory environment is still in a state of flux, and as ING is subject to the legislation issued in 2012 by the Dutch Legislator related to variable remuneration for Executive Board members of financial institutions that receive financial government support, the Supervisory Board has decided to re-evaluate the remuneration policy at a later stage.

Should it become clear, after such re-evaluation, that the new remuneration policy has led to an unintended or inequitable outcome, the Supervisory Board will, in line with the Remuneration Policy agreed for its Executive Board members have the discretion to correct the previously allocated variable remuneration. However, it is understood that any such correction could not lead to a deviation from the requirement that variable remuneration cannot exceed 100% of base salary during any year, as required under the Dutch Banking Code or be in violation of the Capital Requirements Directive III.

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ING’s remuneration policy is leading the way in moderating pay in the international financial markets. The Supervisory Board and the Executive Board also have an obligation to safeguard the continuity of the company. The Supervisory Board will therefore evaluate from time to time how these two responsibilities relate to each other. If and when appropriate, it can make adjustments.

2012 REMUNERATION

RESPONSIBLE REMUNERATION

It is the responsibility of ING’s Remuneration Committee to take into account the interests of all stakeholders, including shareholders and employees, as well as business continuity and sustainable growth, when overseeing the company’s remuneration policy.

2012 REMUNERATION EXECUTIVE BOARD

The Executive Board remuneration for 2012 is based on the remuneration policy approved by the 2010 AGM, amended by the 2011 AGM and the legislation of the Dutch Legislator for financial institutions that have received state support for reasons of financial stability such as ING. The legislation prevents these financial institutions from granting variable remuneration (in cash or otherwise) to their Executive Board members. In addition, the legislation contains certain restrictions with respect to the possibility to increase the fixed salary of Executive Board members. It is in accordance with the Dutch Corporate Governance Code, Sound Remuneration Policy and the CEBS guidelines.

2012 Executive Board base salary

The base salary of all Executive Board members was set at the time of the introduction of the remuneration policy in 2010. The base salary of the Executive Board has not been raised since 2010 as the Executive Board decided voluntarily to forego any increase until ING has repaid outstanding core Tier 1 securities from the Dutch State along with the restrictions put in force by the new Legislation in 2012. As a consequence the base salary level remained at the 2010 level.

2012 Executive Board variable remuneration

In 2011 the Executive Board decided that it will not accept variable remuneration. The Dutch legislation for financial institutions with Government support, which came into force in 2012, prohibits variable remuneration to the Executive Board. As such the Executive Board did not receive any variable remuneration in relation to performance year 2012. It is noted that the total direct compensation levels of the Executive Board, even if any variable remuneration had been allowed, continue to be significantly below the market median. The Executive Board base salary has remained unchanged and no variable remuneration has been granted since 2010. This puts the total direct compensation of the Executive Board in the lowest decile of the relevant benchmark and creates a significant gap between ING, the market and its peers in Europe. In the longer term this is not a tenable situation for ING and its market positioning. The Supervisory Board will continue to monitor the Executive Board’s total direct compensation and consider initiatives within the agreed Executive Board Remuneration Policy. When appropriate, the Supervisory Board, with the consent of the shareholders at the AGM, may deviate from the agreed Policy, to address this very significant gap taking into account regulatory requirements, rules and respective Corporate Governance codes.

Compensation of the individual members of the Executive Board

	2012 (1)				2011 (1)				2010
amounts in thousands of euros	amount		number of shares		amount		number of options/shares		amount		number of options/shares
Jan Hommen
Base salary		1,353				1,353				1,353
Variable remuneration in cash		0		0		0		0		0		0
Variable remuneration in stock		0		0		0		0		0		0
Patrick Flynn
Base salary		750				750				750
Variable remuneration in cash		0		0		0		0		0		0
Variable remuneration in stock		0		0		0		0		0		0
Wilfred Nagel (2)
Base salary		469
Variable remuneration in cash		0		0
Variable remuneration in stock		0		0

(1) It is noted that while the 2010 Annual Report indicated that the Board members would receive a salary increase and variable remuneration, they decided to forego the proposed increase in 2011 as well as the variable remuneration in relation to performance year 2010. The above table outlines the actual situation.

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(2) Wilfred Nagel was appointed to the Executive Board on 14 May 2012. The figures for this member reflect compensation earned in the capacity as an Executive Board member. Thus the figure for 2012 reflects a partial year as an Executive Board member.

Compensation of former members of the Executive Board amounted to nil for 2012, EUR 563,000 for 2011 and EUR 750,000 for 2010.

One-off crisis levy of taxable income

In 2012, the Dutch Government imposed an additional tax charge of 16% on the income in excess of EUR 150,000 of each employee who is subject to Dutch income tax. The tax is charged to the company and does not affect the remuneration of involved staff. The tax imposed on ING for members of the Executive Board amounts to EUR 0.4 million, which is not included in the figures in the table above.

Pension costs

The table below shows the pension costs of the individual members of the Executive Board.

Pension costs of the individual members of the Executive Board

amounts in thousands of euros	2012		2011		2010
Jan Hommen (1)		0		0		0
Patrick Flynn		179		180		134
Wilfred Nagel (2)		132

(1) Jan Hommen does not participate in the pension plan.

(2) Wilfred Nagel was appointed to the Executive Board on 14 May 2012. The 2012 pension costs for this member reflect the partial year as an Executive Board member.

Pension costs of former members of the Executive Board amounted to nil for 2012, EUR 135,000 for 2011, and EUR 158,000 for 2010.

Long-term incentives awarded in previous years

The long-term incentive plan (LTIP) at ING in place until 2010 includes both stock options and performance shares. The ING stock options have a total term of ten years and a vesting period of three years after which they can be exercised for the remaining seven years.

Performance shares are shares conditionally granted, with the final shares awarded in 3-years (tiered) based on ING’s performance. The ultimate value of each performance share will be based on ING Group’s stock price at the end of each performance cycle. Each one-third of the award will vest in accordance with its own performance measurement and cycle. Deferred shares are shares of which the ultimate value of each deferred share will be based on ING Group’s stock price at the vesting date. For the Executive Board members no performance or deferred shares have vested in the period they were a member of the Executive Board ING Group.

Patrick Flynn received a conditional grant of restricted stock in 2009 to a maximum of 130,230 shares. The cumulative value of the conditional share award is capped at EUR 1.3 million. The first vesting in the amount of 39,069 shares occurred at the 2010 AGM. The value at vesting amounted to EUR 288,329. A second vesting of 39,069 shares occurred at the 2011 AGM, the value at vesting amounted to EUR 347,323. The remaining shares in the amount of 52,092 shares vested at the 2012 AGM. The value at vesting amounted to EUR 263,325. The number of shares reflects the number adjusted for the effects of the rights issue of December 2009.

The Executive Board members are not allowed to sell depositary receipts for shares obtained as a member of the Executive Board ING Group and within a period of five years from the grant date. They are only allowed to sell part of their depositary receipts for shares at the date of vesting to pay tax over the vested performance-share award. Depositary receipts for shares obtained as a member of the Executive Board ING Group and from exercised stock options may only be sold within a period of five years from the grant date of the options to pay tax over the exercised award.

Benefits

The individual members of the Executive Board receive other emoluments apart from the compensation and pension benefit. These other emoluments are mainly related to long home/work distances and amounted in 2012 (including employer contributions) to EUR 1 thousand, EUR 238 thousand and EUR 12 thousand for Jan Hommen, Patrick Flynn and Wilfred Nagel, respectively.

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Loans and advances to Executive Board members

The table below presents the loans and advances provided to Executive Board members and outstanding on 31 December 2012, 2011 and 2010.

Loans and advances to the individual members of the Executive Board

	Amount outstanding 31 December		Average interest rate			Repayments	Amount outstanding 31 December		Average interest rate			Repayments	Amount outstanding 31 December		Average interest rate			Repayments
amounts in thousands of euros	2012						2011						2010
Jan Hommen		1,588		3.4	%			1,588		3.4	%			1,588		3.4	%
Wilfred Nagel (1)		750		3.3	%

(1) Wilfred Nagel was appointed to the Executive Board on 14 May 2012. The figures for this member reflect the loans and advances received well before his appointment to the Executive Board.

ING depositary receipts for shares held by Executive Board members

Executive Board members are permitted to hold ING depositary receipts for shares as a long-term investment. The table below shows the holdings by members of the Executive Board.

ING depositary receipts for shares held by members of the Executive Board

number of shares	2012		2011		2010
Jan Hommen		76,426		76,426		76,426
Patrick Flynn		85,084		51,339		25,793
Wilfred Nagel		15,246

2013 REMUNERATION STRUCTURE EXECUTIVE BOARD

2013 EXECUTIVE BOARD TOTAL DIRECT COMPENSATION

The Supervisory Board will continue to monitor the remuneration of the Executive Board members relative to the external market and ING’s internal practices to ensure ING sustains the ability to retain and attract highly skilled and experienced Executive Board members. It is in the interest of ING and its various stakeholders that ING pays its Executive Board members a total direct compensation package which is perceived balanced, fair, competitive and incorporates the right risk measurements in the delivery of such offering, to sustain and optimise the long-term value of its business. The Supervisory Board may decide to moderate at any time the remuneration structure of the Executive Board and rebalance fixed to variable when it feels that the total direct compensation packages of the Executive Board are no longer fair and equitable relative to its peers. Such moderation will be done within the agreed Executive Board Remuneration Policy or in consent with shareholders at the annual General Meeting when it deviates from the agreed Policy, underpinned by internal and external advice from remuneration matter experts.

The payment of variable remuneration to the Executive Board will be suspended for as long as the Legislation for financial institutions that have received state support for reasons of financial stability is in force for ING.

REMUNERATION POLICY FOR SENIOR MANAGEMENT

As much as possible for a global financial institution of this size, ING aims to take account of all the differences and standards applied within similar financial institutions in the various countries in which it operates. The remuneration of members of the Management Boards and senior management will be in line with the general principles of the amended remuneration structure for the Executive Board, taking into account international and local practices.

TOTAL DIRECT COMPENSATION

Total direct compensation levels will be based on benchmark data in the international context in which ING operates. ING aims for compensation levels to be set at market median levels. Total compensation levels will be determined in line with the relevant market.

FOCUS ON LONG-TERM VALUE CREATION, RISK AND NON-FINANCIAL PERFORMANCE

Variable remuneration is linked to long-term value creation and risk. It is determined/based on individual, business and company performance criteria. Performance measurement will increasingly account for estimated risks and costs of capital. There will be increased emphasis on long-term value creation by means of long-term incentives, deferral and claw back mechanisms.

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Furthermore, and in addition to financial indicators, performance is also assessed based on non-financial drivers. The incorporation of non-financial indicators in the overall assessment is particularly aimed at further improving sustainable business practices within ING. Therefore, a number of targets have been set for ING’s performance in several areas, including customer satisfaction, workforce diversity, stakeholder engagement and sustainable business practices.

The 2013 performance management approach for ING Bank will be based on the same core principles of balancing financial and non-financial performance, leadership through living our ING values, responsibility for risk management and fair evaluation. However, the approach will significantly enhance the role of risk and strengthen the execution of the One Bank strategy. For the members of the Board of ING Bank and its senior management, variable remuneration will be determined by the One Bank Result, personal targets and Business Line Result.

It should be noted that as the execution of our strategy progresses, the banking and insurance businesses may have different financial and non-financial performance drivers.

2012 REMUNERATION STRUCTURE SENIOR MANAGEMENT

Given the differences in the regulatory requirements for banking and insurance and the separation of ING’s banking and insurance activities, the remuneration structures for senior management in ING’s banking and insurance operations were determined separately in 2012, based on internal strategy and external regulatory developments.

The remuneration policy for the Executive Board, which permits a combination of fixed compensation (base salary) and variable remuneration (together ‘total direct compensation’), pension arrangements and benefits will apply in full to members of the Management Board Banking. For senior management in banking, a gradual shift to a more balanced mix of fixed and variable remuneration, in line with the remuneration policy for the Executive Board, was initiated in 2010 and will continue during the coming year. During the year 2012, the remuneration structure of senior management in the Netherlands, employed by the Bank, has been further rebalanced with a reduced emphasis on variable remuneration. Exceptions may exist for high value specialists and senior management working in certain divisions and/or geographical areas. In addition, the remuneration policy for senior management has been amended in line with the requirements of the Capital Requirements Directive III.

Furthermore, ING and the Dutch labour unions agreed on a new CLA for ING Bank in the Netherlands. Under the new CLA, employees will no longer receive part of their compensation in the form of variable remuneration. In a number of cases and only if justified by market practice staff may still receive a discretionary variable award.

For the Management Board EurAsia and senior management in ING’s EurAsia Insurance operations, remuneration is in line with the general principles of the remuneration policy for the Executive Board and the requirements under the Capital Requirements Directive III.

We have continued to review and amend the remuneration for a select group of ING Bank and Insurance EurAsia employees, in order to comply with the Capital Requirements Directive III. The amendments relate to the allocation of variable remuneration and the ratio between fixed and variable remuneration and are intended to mitigate risk relating to remuneration. Measures include an ex-ante and ex-post assessment of variable remuneration prior to award and vesting respectively, significant deferral of variable remuneration, an equal divide between variable remuneration in cash and in shares, as well as retention periods on all equity remuneration as soon as it becomes unconditional.

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In light of the Capital Requirements Directive III compensation packages related to control functions (such as risk management functions) are structured such that they provide for a reduced emphasis on variable remuneration. To ensure the autonomy of the individual, financial performance metrics are dependent on objectives determined at the divisional level (i.e. not at the level of the relevant business). In addition, performance assessments are not only determined by business management, but also by the functional line.

For the Insurance US operations we have implemented a remuneration policy which fits the local market practise and requirements but also the Capital Requirements Directive III. It allows us to compete locally with our competitors to attract and retain talent, to meet the different regulatory requirements within the US insurance industry and to support the intended separation of these activities from ING.

The regulatory environment is still in development. The structure as set out above is based on information currently available. Should it become clear, after everything has been clarified, that amendments are necessary, ING will amend the structure as deemed appropriate.

REMUNERATION SUPERVISORY BOARD

The annual remuneration of the Supervisory Board members as adopted by the General Meetings in 2006 and 2008 amounts to: chairman EUR 75,000, vice-chairman EUR 65,000, other members EUR 45,000. In addition to the remuneration each member receives an expense allowance. For the chairman and vice-chairman the annual amount is EUR 6,810. For the other members the amount is EUR 2,270. The remuneration for the membership of committees is as follows: chairman of the Audit Committee EUR 8,000, members of the Audit Committee EUR 6,000, chairmen of other Supervisory Board committees EUR 7,500 and members of other Supervisory Board committees EUR 5,000. In addition to the fixed remuneration, committee members receive a fee for each meeting they attend. For the Audit Committee chairman this fee is EUR 2,000 per meeting and for its members EUR 1,500. For the chairman and members of other committees the attendance fee amounts to EUR 450 per meeting.

Supervisory Board members receive an additional fee of EUR 2,000 per attended Supervisory Board or Committee meeting in the event the meeting is held outside the country of residence of the Supervisory Board member, or an additional amount of EUR 7,500 per attended Supervisory Board or Committee meeting if intercontinental travel is required for attending the meeting.

2012 REMUNERATION SUPERVISORY BOARD

Jeroen van der Veer and Peter Elverding have voluntarily requested a lower level of compensation than their annual remuneration as adopted by the AGM and to cap their annual remuneration relating to 2011 inclusive attendance fees at EUR 100,000 and EUR 90,000 respectively. At their request, their compensation was also capped in 2012 at the aforementioned levels.

The table below shows the remuneration, expense allowances and attendance fees per Supervisory Board member for 2012 and previous years.

Compensation of the members of the Supervisory Board

amounts in thousands of euros	2012 (1)		2011 (1)		2010 (1)
Jeroen van der Veer (2,3,5)		86		114		74
Peter Elverding (3,4,5)		77		103		84
Tineke Bahlmann		70		70		69
Henk Breukink		71		71		69
Piet Klaver		73		72		68
Aman Mehta (6)		59		126		114
Lodewijk de Waal		70		71		66
Sjoerd van Keulen		62		49
Joost Kuiper		74		46
Luc Vandewalle		86		58
Jan Holsboer (7)		41
Yvonne van Rooy (7)		37

(1) In 2010 the remuneration and attendance fees for the membership of a committee have not been paid to the chairman and vice-chairman of the Supervisory Board. Effective 2011 remuneration and attendance fees for the membership of a committee are paid to the chairman and vice-chairman of the Supervisory Board.

(2) Jeroen van der Veer has been chairman of the Supervisory Board since May 2011. From October 2009 until May 2011 he was vice-chairman of the Supervisory Board.

(3) In 2012 compensation was capped at EUR 100,000 and EUR 90,000 for the chairman and vice-chairman respectively. Please see the paragraph above the table.

(4) Peter Elverding was chairman of the Supervisory Board from April 2009 until May 2011. He has been vice-chairman since May 2011.

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(5) The amounts in excess of the aforementioned cap of 2011 amounting to EUR 13,000 for Peter Elverding and EUR 14,000 for Jeroen van der Veer are deducted from their remuneration relating to 2012.

(6) Aman Mehta retired in May 2012. The compensation figure for 2012 reflects a partial year as a member of the Supervisory Board.

(7) Jan Holsboer and Yvonne van Rooy are members of the Supervisory Board as of May 2012. The compensation figures for 2012 reflect a partial year as a member of the Supervisory Board.

Compensation of former members of the Supervisory Board who are not included in the above table amounted to nil in 2012, EUR 77,000 2011 and EUR 466,000 in 2010.

LOANS AND ADVANCES TO SUPERVISORY BOARD MEMBERS

Supervisory Board members may obtain banking and insurance services from ING Group subsidiaries in the ordinary course of their business and on terms that are customary in the sector. The table below presents the loans and advances to Supervisory Board members outstanding on 31 December 2012, 2011 and 2010.

Loans and advances to members of the Supervisory Board

	Amount outstanding 31 December		Average interest rate	Repayments		Amount outstanding 31 December		Average interest rate			Repayments	Amount outstanding 31 December		Average interest rate			Repayments
amounts in thousands of euros	2012					2011						2010
Jeroen van der Veer (1)		0			282		282		8.6	%			282		8.6	%

(1) The amount reflects a housing mortgage loan granted in 1992, well before Jeroen van der Veer’s appointment to the Supervisory Board (effective as of 1 July 2009).

ING DEPOSITARY RECEIPTS FOR SHARES AND OPTIONS HELD BY SUPERVISORY BOARD MEMBERS

Supervisory Board members are permitted to hold ING depositary receipts for shares as a long-term investment. The table below shows the holdings by members of the Supervisory Board. Supervisory Board members did not hold ING options at year-end 2012.

ING shares and depositary receipts for shares held by members of the Supervisory Board (1)

number of shares	2012		2011		2010
Piet Klaver		43,796		43,796		43,796
Jeroen van der Veer		119,469		119,469		99,469
Sjoerd van Keulen (2)		1,703		1,703
Luc Vandewalle (2) (3)		85,250		80,000
Jan Holsboer (4)		74,738

(1) The numbers of depositary receipts for shares reflect the shares held by the members of the Supervisory Board and their partners.

(2) Sjoerd van Keulen and Luc Vandewalle were newly appointed in May 2011.

(3) The ING depositary receipts for shares held by Luc Vandewalle are currently being held in usufruct.

(4) Jan Holsboer was newly appointed in May 2012.

EMPLOYEES

The average number of employees at a full time equivalent basis was 86,460 at the end of 2012, of which 24,940 or 29%, were employed in the Netherlands. The distribution of employees with respect to the Group’s continuing and discontinued operations as well as the insurance operations and banking operations for the years 2012, 2011 and 2010 were as follows:

Average number of employees at full time equivalent basis ⁽¹⁾

	The Netherlands						International						Total
	2012		2011		2010		2012		2011		2010		2012		2011		2010
Continuing operations		24,940		26,332		27,750		61,520		65,658		65,242		86,460		91,990		92,992
Discontinued operations								6,112		12,429		13,148		6,112		12,429		13,148
Total		24,940		26,332		27,750		67,632		78,087		78,390		92,572		104,419		106,140
of which:
Banking operations		18,072		19,027		19,415		48,807		52,148		51,872		66,879		71,175		71,287
Insurance operations		6,868		7,305		8,335		18,825		25,939		26,518		25,693		33,244		34,853

(1) The average number of employees includes, on an average basis, employees of entities that were sold or classified as held for sale during the year.

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The Group does not employ significant numbers of temporary workers. Substantially all of the Group’s Dutch employees are subject to collective labor agreements covering the banking and insurance industries. The Group believes that its employee relations are generally good.

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Item 7. Major shareholders and related party transactions

As of 31 December 2012, Stichting ING Aandelen (the “Trust”) held 3,830,274,254 Ordinary Shares of ING Groep N.V., which represents over 99.9% of the Ordinary Shares outstanding, and ING Groep N.V. and its subsidiaries held 30,112,671 Ordinary Shares. These holdings give the Trust voting control of ING Groep N.V. subject to the right of holders of bearer depositary receipts to vote according to their own discretion on the basis of a proxy as set out below under “Voting of the Ordinary Shares by holders of bearer receipts as a proxy of the Trust”. The following is a description of the material provisions of the Articles of Association (Statuten) and the related Trust Conditions (Administratievoorwaarden) (together the “Trust Agreement”), which governs the Trust, and the applicable provisions of Netherlands law. This description does not purport to be complete and is qualified in its entirety by reference to the Trust Agreement and the applicable provisions of Netherlands law referred to in such description.

As of 31 December 2012, there were 112,862,165 American Depositary Shares (“ADSs”) outstanding, representing an equal number of bearer receipts. The ADSs were held by 757 record holders. Because certain of the ADSs were held by brokers or other nominees and the depositary receipts are held in bearer form and due to the impracticability of obtaining accurate residence information for all such holders, the number of holders of record or registered holders in the United States is not representative of the number of beneficial holders or of the residence of the beneficial holders.

Bearer depositary receipts, which are negotiable instruments under Netherlands law, are issuable by the Trust pursuant to the terms of the Trust Agreement. Each bearer depositary receipt represents financial interests in one Ordinary Share held by the Trust, as described herein. Holders of bearer depositary receipts (including those bearer depositary receipts for which ADSs have been issued) do not have any voting rights with respect to the Ordinary Shares underlying the bearer depositary receipts owned by the Trust. Such rights belong only to the Trust and will be exercised by the Trust pursuant to the terms of the Trust Agreement as described in more detail below.

All bearer depositary receipts are embodied in one or more global depositary receipts which are held in custody by Euroclear Nederland (the Central Securities Depositary (“CSD”) of the Netherlands, formerly known as “NECIGEF”) in exchange for which every bearer depositary receipt holder is credited in the books of the participants of Euroclear Nederland pursuant to the Netherlands Act on Book-Entry Transactions (Wet giraal effectenverkeer). Each holder of bearer depositary receipts shall nominate a Euroclear Nederland participant, through which the global depositary receipts are to be held in custody on his behalf. Surrender of the global depositary receipts shall only be permitted in the cases prescribed in the Netherlands Act on Book-Entry Transactions. Administration of the global depositary receipts is assigned to Euroclear Nederland which is authorized to perform any necessary act on behalf of the holder(s) of bearer receipts in respect of the relevant depositary receipt, including acceptance and transfer, and to cooperate in making additions to and deletions from the relevant global depositary receipt in accordance with the provisions of the Netherlands Act on Book-Entry Transactions.

Transfer of title in the bearer depositary receipts is affected by book-entry through the facilities of Euroclear Nederland and its participants pursuant to the Netherlands Act on Book-Entry Transactions. Holders of bearer depositary receipts participate in the Euroclear Nederland system by maintaining accounts with Euroclear Nederland participants. There is no limitation under Netherlands law on the ability of non-Dutch citizens or residents to maintain such accounts that are obtainable through Dutch banks.

Voting of the Ordinary Shares by holders of bearer depositary receipts as a proxy of the Trust

Holders of bearer depositary receipts are entitled to attend and speak at general meetings of ING Groep N.V. but do not have any voting rights. However, the Trust will, subject to certain restrictions, grant a proxy to a holder of bearer depositary receipts to the effect that such holder may, in the name of the Trust, exercise the voting rights attached to the number of its Ordinary Shares that corresponds to the number of bearer depositary receipts held by such holder of bearer depositary receipts.

Based on such a proxy, the holder of bearer depositary receipts may vote according to his or her own discretion. The requirements with respect to the use of the voting rights on the Ordinary Shares that apply for the Trust (set out below) do not apply for the holder of bearer depositary receipts voting on the basis of such a proxy.

The restrictions under which the Trust will grant a voting proxy to holders of bearer depositary receipts are:

• the relevant holder of bearer depositary receipts must have announced his intention to attend the general meeting observing the provisions laid down in the Articles of Association of ING Groep N.V.;

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• the relevant holder of bearer depositary receipts may delegate the powers conferred upon him or her by means of the voting proxy, provided that the relevant holder of bearer depositary receipts has announced his or her intention to do so to the Trust observing a term before the commencement of the general meeting, which term will be determined by the Trust.

Voting instructions of holders of bearer depositary receipts of Ordinary Shares to the Trust

Holders of bearer depositary receipts are entitled to give binding instructions to the Trust, concerning the Trust’s exercise of the voting rights attached to the Ordinary Shares. The Trust will follow such instructions for a number of Ordinary Shares equal to the number of bearer depositary receipts held by the relevant holder of bearer depositary receipts.

Voting of the Ordinary Shares by the Trust

The Trust will only determine its vote with respect to the Ordinary Shares of ING Groep N.V., held by the Trust, that correspond with bearer depositary receipts:

• the holder of which does not, either in person or by proxy, attend the general meeting;

• the holder of which did not give a voting instruction to the Trust.

The Trust has discretion to vote in respect of shares for which it has not issued voting proxies to holders of bearer depositary receipts and has not received any voting instructions. Under the Trust Agreement, the Trust is required to be guided primarily by the interests of all holders of bearer depositary receipts, irrespective of whether they attend the General Meetings, also taking into account the interests of ING Groep N.V. and its affiliated enterprises.

Shareholder participation and position of the Trust

During the years 2009-2012, participation of shareholders, excluding the Trust, and depositary receipt holders in the decision-making in annual General Meetings consistently increased from 35.6% to 50.8%. Only the extraordinary General Meeting of 25 November 2009 showed a deviation from this trend with a markedly lower participation of 31.1%. ING Group’s depositary-receipts structure was evaluated by the Executive Board and the Supervisory Board in 2010. On the basis of this evaluation, the Executive Board and the Supervisory Board concluded that it would be premature to change or abolish ING Group’s depositary-receipts structure in 2010 and that it would be appropriate to reconsider this as part of a re-evaluation of ING Group’s entire governance structure following the current restructuring of ING Group and the completion of the divestments approved in the 2009 extraordinary General Meeting. The outcome of the aforementioned evaluation was discussed in the 2010 annual General Meeting.

Administration of the Trust

The Board of the Trust will determine the number of its members itself, subject to the restriction that there may be no more than seven members and no less than three. Members of the Board of the Trust will be appointed by the Board of the Trust itself without any approval from ING Groep N.V. or any of its corporate bodies being required. Members of any corporate body of ING Groep N.V. are not eligible for appointment as a member of the Board of the Trust. Members of the Board of the Trust are appointed for a term of maximum four years and may be re-appointed for two terms without any requirement for approval by ING Groep N.V.

Valid resolutions may be passed only if all members of the Board of the Trust have been duly notified, except that in a case where there is no such notification valid resolutions may nevertheless be passed by unanimous consent at a meeting at which all members of the Board of the Trust are present or represented. Only a fellow Board member who is authorized in writing may represent a member of the Board of the Trust in such meeting. All resolutions of the Board of the Trust shall be passed by an absolute majority of the votes.

The legal relationship between holders of bearer depositary receipts and the Trust is governed entirely by Netherlands law.

Termination of the Trust

Should the Trust be dissolved or wish to terminate its function under the Trust Agreement, or should ING Groep N.V. wish to have such function terminated, ING Groep N.V. shall, in consultation with the Trust and with the approval of the meeting of holders of bearer depositary receipts, appoint a successor to whom the administration can be transferred. The successor shall have to take over all commitments under the Trust Agreement. Within two months of the decision to dissolve or terminate the Trust, the Trust shall have the shares, which it holds for administration transferred into its successor’s name. For a period of two months following notification of succession of the administration, holders of bearer depositary receipts may elect to obtain, for a charge, shares. In no case shall the administration be terminated without ING Groep N.V.’s approval.

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Holders of bearer depositary receipts with a stake of 5% or more

To the best of our knowledge, as of 31 December 2012, no holder of depositary receipts held more than 5% of all bearer depositary receipts outstanding.

On 31 December 2012, ING Groep N.V. and its subsidiaries held 30,112,671 bearer receipts, representing 0.79% of the bearer depositary receipts and underlying Ordinary Shares outstanding. These bearer depositary receipts were acquired, among others, pursuant to ING Groep N.V.’s delta hedging activities in respect of its employee options, which activities are now terminated. ING Groep N.V. does not have voting rights in respect of shares and bearer depositary receipts it holds or which are held by its subsidiaries.

The voting rights of the majority of Ordinary Shares are held by the Trust. Pursuant to section 5.3 of the Dutch Financial Supervision Act, shareholders and holders of depositary receipts are only required to provide updated information on their holdings once they cross threshold levels of 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95%. As a result, other than information that may be ascertained from public filings available under the applicable laws of any other jurisdiction, ING Groep N.V. is not, nor would it likely to be, aware of any changes in the ownership of bearer depositary receipts between the thresholds levels mentioned in the previous sentence.

Information available to ING Groep N.V. showed that as of 31 December 2012, institutional holders in the Netherlands held approximately 162 million bearer depositary receipts, or 6% of the total number of bearer depositary receipts then outstanding and institutional holders in the United States held approximately 887 million bearer depositary receipts (including ADSs), or 34% of the total number of bearer depositary receipts then outstanding.

On 31 December 2012, other than the Trust, no other person is known to ING Groep N.V. to be the owner of more than 10% of the Ordinary Shares or bearer depositary receipts. As of 31 December 2012, members of the Supervisory Board and their related third parties held 324,856 bearer receipts and 100 Ordinary Shares. If members of the Supervisory Board hold ING options that were granted in their former capacity as member of the Executive Board, these options are part of the ING Stock option plan described in Note 2.1 to the consolidated financial statements.

On 31 December 2012, ING Groep N.V. is not a party to any material agreement that becomes effective, or is required to be amended or terminated in case of a change of control of ING Groep N.V. following a public bid as defined in the Dutch Financial Supervision Act (Wet op het financieel toezicht). ING Groep N.V.’s subsidiaries may have customary change of control arrangements included in agreements related to various business activities, such as joint venture agreements, letters of credit and other credit facilities, ISDA-agreements, hybrid capital and debt instruments, reinsurance contracts and futures and option trading agreements. Following a change of control of ING Groep N.V. (as the result of a public bid or otherwise), such agreements may be amended or terminated, leading, for example, to an obligatory transfer of the interest in the joint venture, early repayment of amounts due, loss of credit facilities or reinsurance cover and liquidation of outstanding futures and option trading positions.

Related Party Transactions

As of 31 December 2012, there was no amount outstanding in respect of loans and advances, including mortgages, made to members of the Supervisory Board. The amount outstanding in respect of loans and advances, mostly mortgages, to members of the Executive Board was EUR 2.3 million at an average interest rate of 3.3%. The largest aggregate amount of loans and advances outstanding to the members of the Supervisory Board and the Executive Board during 2012 was EUR 2.3 million.

The loans and advances mentioned in the preceding paragraph (1) were made in the ordinary course of business, (2) were granted on conditions that are comparable to those of loans and advances granted to people in peer groups and (3) did not involve more than the normal risk of collectability or present other unfavorable features. Loans and advances to members of the Executive Board are compliant with the standards set out in the DNB guidelines for loans to officers and directors of a regulated entity, such as ING.

As described under “Item 6. Directors, Senior Management and Employees”, some members of the Supervisory Board are current or former senior executives of leading multi-national corporations based primarily in the Netherlands. ING Group may at any time have lending, investment banking or other financial relationships with one or more of these corporations in the ordinary course of business on terms which we believe are no less favorable to ING than those reached with unaffiliated parties of comparable creditworthiness.

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In addition, ING Group has entered into transactions with the Dutch State. For more information, see “Item 4. Information on the Company — Recent Developments” and Note 34 to the consolidated financial statements

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Item 8. Financial information

Legal Proceedings, Consolidated Statements and Other Financial Information

ING Group companies are involved in litigation and arbitration proceedings in the Netherlands and in a number of foreign jurisdictions, including the United States, involving claims by and against them which arise in the ordinary course of their businesses, including in connection with their activities as insurers, lenders, employers, investors and taxpayers. In certain of such proceedings, very large or indeterminate amounts are sought, including punitive and other damages. While it is not feasible to predict or determine the ultimate outcome of all pending or threatened legal and regulatory proceedings, the Company’s management is of the opinion that neither it nor any of its subsidiaries is aware of any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) which may have or have in the recent past had a significant effect on the financial position or profitability of the Company.

Because of the geographic spread of its business, ING may be subject to tax audits in numerous jurisdictions at any point in time. Although ING believes that it has adequately provided for all its tax positions, the ultimate resolution of these audits may result in liabilities which are different from the amounts recognised.

Proceedings in which ING is involved, include complaints and lawsuits concerning the performance of certain interest sensitive products that were sold by a former subsidiary of ING in Mexico. Proceedings also include lawsuits that have been filed by former employees of an Argentinean subsidiary, whose employment was terminated as a result of the Republic of Argentina’s nationalisation of the pension fund system. Litigation has been filed by the purchaser of certain ING Mexican subsidiaries who claims that the financial condition of the subsidiaries was not accurately depicted. Further, purported class litigation has been filed in the United States District Court for the Southern District of New York alleging violations of the federal securities laws with respect to disclosures made in connection with the 2007 and 2008 offerings of ING’s Perpetual Hybrid Capital Securities. The Court has determined that the claims relating to the 2007 offerings were without merit and has dismissed them. The challenged disclosures that survived the Court’s ruling relate solely to the June 2008 offering, and primarily to ING Group’s investments in certain residential mortgage-backed securities. The Court granted an ING motion to dismiss the remaining claims regarding the 2008 offerings. Plaintiffs filed a notice of appeal. An administrator of an ERISA plan has filed a lawsuit seeking to represent a class of ERISA plan administrators claiming that an ING subsidiary has breached certain of its ERISA duties. The District Court has granted the Administrator’s motion for class certification. These matters are being defended vigorously; however, at this time, ING is unable to assess their final outcome. Therefore at this moment it is not practicable to provide an estimate of the (potential) financial effect. An additional purported class litigation challenges the operation of the ING Americas Savings Plan and ESOP and the ING 401(k) Plan for ILIAC Agents. The District Court dismissed the case and plaintiffs appealed. The parties have reached an agreement on the terms of settlement of all claims in this case on a class-wide basis. The District Court must approve the settlement before it becomes effective. The current expectation is that the outcome will not have a significant impact on the net result.

Since the end of 2006, unit-linked products (commonly referred to in Dutch as ‘beleggingsverzekeringen’) have received negative attention in the Dutch media, from the Dutch Parliament, the AFM and consumer protection organisations. Costs of unit-linked products sold in the past are perceived as too high and insurers are in general being accused of being less transparent in their offering of unit-linked products. The criticism on unit-linked products led to the introduction of compensation schemes by Dutch insurance companies that have offered unit-linked products. In 2008 ING’s Dutch insurance subsidiaries reached an outline agreement with consumer protection organisations to offer compensation to their unit-linked policyholders where individual unit-linked policies have a cost charge in excess of an agreed maximum and to offer similar compensation for certain hybrid insurance products. At 31 December 2008 a provision was recognised for the costs of the settlement. The costs were valued at EUR 365 million. A full agreement on implementation was reached in 2010 with one of the two main consumer protection organisations while in June 2012 also the other main consumer protection organisation signed this agreement. In addition, ING’s Dutch insurance subsidiaries announced additional (so-called ‘flanking’) measures that comply with the ‘Best in Class’ criteria as formulated on 24 November 2011 by the Dutch Minister of Finance. In December 2011 this resulted in an agreement on these measures with the two main consumer protection organisations. In 2012 almost all unit-linked policyholders were informed about compensation. The agreements with the consumer protection organisations are not binding for policyholders. Consequently, neither the implementation of the compensation schemes nor the additional measures prevent individual policyholders from initiating legal proceedings against ING’s Dutch insurance subsidiaries. Policyholders have initiated and may continue to initiate legal proceedings claiming

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further damages. In early 2013 a new association named ‘Vereniging Woekerpolis.nl’ announced legal proceedings on behalf of policyholders against ING’s Dutch life insurance subsidiaries and other Dutch life insurers. Because of the continuous public and political attention for the unit-linked issue in general and the uncertain outcome of pending and future legal proceedings, it is not feasible to predict or determine the ultimate financial consequences.

In January 2010, ING lodged an appeal with the General Court of the European Union against specific elements of the European Commission’s decision regarding ING’s restructuring plan. In its appeal, ING contested the way the Commission has calculated the amount of state aid ING received and the disproportionality of the price leadership restrictions specifically and the disproportionality of restructuring requirements in general. In July 2011, the appeal case was heard orally by the General Court of the European Union. On 2 March 2012, the General Court handed down its judgment in relation to ING Group’s appeal and annulled part of the EC’s state aid decision. Subsequently, the EC filed an appeal against the General Court’s judgment before the Court of Justice of the European Union. In parallel, the EC adopted a decision on 11 May 2012 that re-approved the state aid granted to ING Group as compatible with the internal market on the basis of ING Group’s 2009 Restructuring Plan. On the same date, the EC adopted an interim decision which opened an investigation concerning certain amendments and elements of the 2009 Restructuring Plan.

On 24 July 2012, ING announced that the Dutch State and ING were in dialogue with the European Commission on an amended and updated Restructuring Plan to be submitted to the European Commission. However, in order to safeguard its legal rights, ING filed an appeal with the General Court of the European Union against the European Commission’s decision of 11 May 2012, which re-approved ING’s Restructuring Plan that ING submitted in 2009.

On 19 November 2012, ING Group and the EC announced that the EC had approved amendments to the 2009 Restructuring Plan (the ‘2012 Amended Restructuring Plan’). With the approval, the Commission has closed its Investigation as announced on 11 May 2012 and ING has withdrawn its appeal at the General Court of the European Union that it filed in July 2012. For principal legal reasons the European Commission will continue with its appeal against the General Court ruling of March 2012. However, the outcome of this Appeal will not affect the EC approval of the 2012 Amended Restructuring plan.

In January 2011 the Association of Stockholders (Vereniging van Effectenbezitters, ‘VEB’) has issued a writ alleging that investors were misled by the prospectus that was issued with respect to the September 2007 rights issue of Fortis N.V. (now: Ageas N.V.) against Ageas N.V., the underwriters of such rights issue, including ING Bank, and former directors of Fortis N.V. According to the VEB the prospectus shows substantive incorrect and misleading information. The VEB states that the impact and the risks of the subprime crisis for Fortis and Fortis’ liquidity position have been reflected incorrectly in the prospectus. The VEB requests a declaratory decision stating that the summoned parties have acted wrongfully and are therefore responsible for the damages suffered by the investors in Fortis. The amount of damages of EUR 18 billion has not been substantiated yet. ING is defending itself against this claim; at this time ING is not able to assess the outcome of the court proceeding. Therefore at this moment it is not practicable to provide an estimate of the (potential) financial effect of such action.

In July 2011, the Dutch ING Pensioners’ Collective Action Foundation (Stichting Collectieve Actie Pensioengerechtigden ING Nederland), together with two trade unions (FNV Bondgenoten and CNV Dienstenbond) and a number of individual pensioners, instituted legal proceedings against ING’s decision not to provide funding for indexing pensions insured with Stichting Pensioenfonds ING (the Dutch ING Pension Fund) per 1 January 2011. This claim was rejected by the Court on 9 November 2012. An appeal was lodged against this Court decision. In July 2011, also the Interest Group ING General Managers’ Pensions (Belangenvereniging ING-Directiepensioenen), together with a number of individual retired Dutch General Managers of ING, instituted legal proceedings against ING’s decision not to provide funding for indexing Dutch General Managers’ pensions per 1 January 2011. This claim was rejected by the Court on 22 October 2012. An appeal was lodged against this Court decision. It is not feasible to predict the ultimate outcome of these legal proceedings. The ultimate outcome of these proceedings may result in liabilities and provisions for such liabilities which are different from the amounts recognised. At this moment it is not practicable to provide an estimate of the (potential) financial effect of such proceedings.

In April 2012, Stichting Pensioenfonds ING (the Dutch ING Pension Fund) formally announced to institute arbitration against ING’s decision not to provide funding for indexing pensions insured with the Dutch ING Pension Fund per 1 January 2012. Arbitrators awarded 40% of this claim. As a result ING Group agreed to pay

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EUR 68 million plus interest to the pension fund. The outcome of the arbitration is reflected in the 2012 Annual Accounts.

On 12 June 2012, ING Bank entered into a Settlement Agreement with U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) and Deferred Prosecution Agreements with the Department of Justice, the United States Attorney’s Office for the District of Columbia and the District Attorney of the County of New York (together the ‘U.S. Authorities’) in relation to the investigation by those agencies into compliance with U.S. economic sanctions and U.S. dollar payment practices until 2007. Under the terms of the Deferred Prosecution Agreements, no further action will be taken against ING Bank if it meets the conditions set forth in the agreements during an 18 months period. As part of the settlement, ING Bank has paid a total penalty of EUR 473 million. As announced on 9 May 2012, ING Bank recognised a provision in the first quarter of 2012 by which this issue has been sufficiently covered. ING Bank has cooperated closely and constructively with regulators and other authorities throughout this process. The U.S. Authorities have recognised ING’s substantial cooperation in the resolution and ING’s efforts and commitment to continuously enhance compliance within the organisation.

In addition, like many other companies in the insurance industry, several of ING’s U.S. companies have received formal requests for information from various governmental and regulatory agencies regarding whether and to what extent they proactively ascertain whether customers have deceased, pay benefits even where no claim has been made, and comply with state laws pertaining to unclaimed or abandoned property. Companies may have to make additional payments to beneficiaries and escheat additional funds deemed abandoned, and regulators may seek fines, penalties and interest. It is currently not practicable to estimate the (potential) financial effect of such information requests.

In December 2005, Interadvies N.V., at the time a subsidiary of ING Bank N.V. (together ‘ING’) sold Arenda Holding B.V. and five subsidiaries (together ‘Arenda’) to Amodo Europe N.V. (‘Amodo’). In November 2006, Amodo instituted legal proceedings against ING. Amodo claimed that ING informed them incorrectly with respect to the current and future financial status of Arenda at the time of the sale. This claim was rejected by the Court on 1 September 2010 but Amodo lodged an appeal against that Court decision. On 6 November 2012, the Court of Appeal partly awarded the claim of Amodo in an interlocutory judgement. In the interlocutory judgement, the Court of Appeal also instructed both ING and Amodo to submit a calculation of the damages involved to the Court of Appeal. Based on both calculations the Court of Appeal will make a final judgement. ING has the possibility to appeal against the legal grounds on which the final judgement is based. At this moment it is not practicable to provide an estimate of the (potential) financial effect of this proceeding.

Dividends

ING Group’s profit retention and distribution policy is determined by its internal financing requirements and its growth opportunities as well as the dividend expectations of capital providers. On the one hand, ING Group’s internal funding needs are determined partly by statutory solvency requirements and capital ratios, compliance with which is essential to its existence. Credit ratings are similarly important to ING Group, because they directly affect the company’s financing costs and as a result profitability. On the other hand, the capital providers expect a dividend, which reflects ING Group’s financial results and is relatively predictable.

ING’s policy is to pay dividends in relation to the long-term underlying development of cash earnings. Dividends will only be paid when the Executive Board considers such a dividend appropriate. Given the uncertain financial environment, increasing regulatory requirements and ING’s priority to repay the remaining outstanding core Tier 1 Securities, the Executive Board will not propose to pay a dividend over 2012 at the annual General Meeting. ING intends to resume dividend payments on common shares when all remaining core Tier 1 Securities have been repaid to the Dutch State and capital requirements have been met.

The Executive Board decides, subject to the approval of the Supervisory Board of ING Groep N.V., which part of the annual results (after payment of dividends on Cumulative Preference shares) will be added to the reserves of ING Groep N.V. The part of the annual results that remains after this addition to the reserves and after payment of dividends on Cumulative Preference shares is at the disposal of the General Meeting, which may declare dividends there from and/or add additional amounts to the reserves of ING Groep N.V. A proposal of the Executive Board with respect thereto is submitted to the General Meeting.

Cash distributions on ING Groep N.V.’s Ordinary Shares and bearer depositary receipts are generally paid in Euros. However, the Executive Board may decide, with the approval of the Supervisory Board, to declare dividends in the currency of a country other than the Netherlands in which the bearer depositary receipts are

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trading. Amounts payable to holders of ADSs that are paid to the Depositary in a currency other than dollars will be converted to dollars and subjected to a charge by the Depositary for any expenses incurred by it in such conversion. The right to cash dividends and distributions in respect of the Ordinary Shares will lapse if such dividends or distributions are not claimed within five years following the day after the date on which they were made available.

If a distribution by ING Groep N.V. consists of a dividend in Ordinary Shares, such Ordinary Shares will be held by the Trust, and the Trust will distribute to the holders of the outstanding bearer depositary receipts, in proportion to their holdings, additional bearer receipts issued for the Ordinary Shares received by the Trust as such dividend. In the event the Trust receives any distribution with respect to Ordinary Shares held by the Trust other than in the form of cash or additional shares, the Trust will adopt such method as it may deem legal, equitable and practicable to effect such distribution.

If ING Groep N.V. offers or causes to be offered to the holders of Ordinary Shares the right to subscribe for additional shares, the Trust, subject to applicable law, will offer to each holder of bearer depositary receipts the right to subscribe for additional bearer depositary receipts of such shares on the same basis.

If the Trust has the option to receive such distribution either in cash or in shares, the Trust will give notice of such option by advertisement and give holders of bearer depositary receipts the opportunity to choose between cash and shares until the fourth day before the day on which the Trust must have made such choice. In the absence of such choice by holders of depositary receipts, the Trust will make the choice as it sees fit in the interests of the holders of depositary receipts concerned. Holders of bearer receipts may receive an equal nominal amount in Ordinary Shares.

There are no legislative or other legal provisions currently in force in the Netherlands or arising under ING Groep N.V.’s Articles of Association restricting the remittance of dividends to holders of Ordinary Shares, bearer depositary receipts or ADSs not resident in the Netherlands. Insofar as the laws of the Netherlands are concerned, cash dividends paid in Euro may be transferred from the Netherlands and converted into any other currency, except that for statistical purposes such payments and transactions must be reported by ING Groep N.V. to the Dutch Central Bank (De Nederlandsche Bank N.V., “DNB”) and, further, no payments, including dividend payments, may be made to jurisdictions or persons, that are subject to certain sanctions, adopted by the Government of the Netherlands, implementing resolutions of the Security Council of the United Nations, or adopted by the European Union. Dividends are subject to withholding taxes in the Netherlands as described under Item 10, “Additional Information — Taxation — Netherlands Taxation”.

Since 31 December 2012, until the filing of this report, no significant changes have occurred in the financial statements of the Group included in “Item 18 Consolidated Financial Statements” of this document.

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Item 9. The offer and listing

Bearer receipts representing Ordinary Shares (nominal value EUR 0.24 per share) are traded on Euronext Amsterdam by NYSE Euronext, the principal trading market for the bearer receipts. The bearer receipts are also listed on the stock exchange of Euronext Brussels. In February 2009, ING Group voluntarily delisted from the Paris, Frankfurt and Swiss stock exchanges. ING Bank is one of the principal market makers for the bearer receipts on Euronext Amsterdam by NYSE Euronext.

Since 13 June 1997, ADSs, each representing one bearer receipt in respect of one Ordinary Share, have traded on the New York Stock Exchange under the symbol “ING”, and are the principal form in which the bearer receipts are traded in the United States. Prior to 13 June 1997, there was no active trading market for the ADSs. The ADSs are issued by JP Morgan Chase Bank, as Depositary, pursuant to an Amended and Restated Deposit Agreement dated 6 March 2004, among the Company, The Trust (Stichting ING Aandelen), as trustee, such Depositary and the holders of ADSs from time to time. The Trust holds all voting rights over the Ordinary Shares, and pursuant to the Trust Agreement, the Trust will grant proxies to holders of the bearer receipts. See “Item 7. Major shareholders and related party transactions”. Under the Amended and Restated Deposit Agreement holders of ADSs may instruct the Depositary as to the exercise of proxy voting rights associated with the ADSs. As of 31 December 2012, there were 112,862,165 ADSs outstanding, representing an equal number of bearer receipts. The ADSs were held by 757 record holders. Because certain of the ADSs were held by brokers or other nominees and the bearer receipts are held in bearer form and due to the impracticability of obtaining accurate residence information for all such shareholders, the number of holders of record or registered holders in the United States is not representative of the number of beneficial holders or of the residence of the beneficial holders. As of 31 December 2012, approximately 6% of the bearer receipts were held by Dutch investors, approximately 20% by investors in the U.K. and approximately 34% by investors in the United States (including as represented by ADSs).

The following are the high and low sales prices of the bearer receipts on the Euronext Amsterdam Stock Exchange, and the ADSs on the New York Stock Exchange (not restated for the rights issue of December 2009), for the period 2008 — 28 February 2013:

	Euronext Amsterdam Stock Exchange (EUR)				Trading volume in millions of bearer receipts		New York Stock Exchange (U.S. $)				Trading volume in millions of ADS
Calendar period	High		Low				High		Low
2008		26.21		5.21		4,904.8		40.67		6.37		436.3
2009		12.56		2.50		5,683.3		18.89		3.02		626.5
2010		8.28		5.34		6,807.4		11.45		6.80		813.1
2011
First quarter		9.41		7.22		1,749.8		13.30		9.39		142.7
Second quarter		9.22		5.34		1,117.2		13.26		11.12		134.5
Third quarter		7.98		5.95		2,135.9		12.65		6.09		333.2
Fourth quarter		8.28		6.59		3,183.6		10.28		6.26		318.5
2012
First quarter		7.49		5.46		1,860.4		9.84		6.91		243.4
Second quarter		6.30		4.53		1,015.4		8.41		5.56		290.0
Third quarter		6.89		4.78		1,745.0		8.98		6.10		176.7
Fourth quarter		7.25		6.35		1,064.7		9.54		8.11		124.9
2012 and 2013
September 2012		6.89		6.01		559.7		8.98		7.53		62.8
October 2012		7.13		6.35		437.4		9.21		8.11		55.0
November 2012		6.99		6.51		361.9		9.06		8.31		32.2
December 2012		7.25		6.92		265.4		9.54		9.01		37.7
January 2013		7.82		7.26		360.0		10.45		9.48		42.5
February 2013		7.29		6.01		462.5		9.97		7.86		63.5

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Item 10. Additional information

Articles of Association

ING Groep N.V. is a holding company organized under the laws of the Netherlands. Its object and purpose, as set forth in article 3 of its Articles of Association, is to participate in, manage, finance, furnish personal or real security for the obligations of and provide services to other enterprises and institutions of any kind, but in particular enterprises and institutions which are active in the field of insurance, lending, investment and/or other financial services, and to engage in any activity which may be related or conducive to the foregoing. ING Groep N.V. is registered under file number 33231073 with the Trade Register of the Chamber of Commerce and the Articles of Association are available there and on ING’s website.

Certain Powers of Directors

The Supervisory Board determines the compensation of the members of the Executive Board within the framework of the remuneration policy adopted by the General Meeting and the compensation of members of the Supervisory Board is determined by the General Meeting. Without prejudice to their voting rights they may have if they are a shareholder of ING Groep N.V., neither members of the Executive Board nor members of the Supervisory Board will vote on compensation for themselves or any other member of their body.

During the term of their office, members of the Supervisory Board are not allowed to borrow or to accept guarantees from ING Groep N.V. or any of its subsidiaries. Loans that already exist upon appointment as a member of the Supervisory Board however, may be continued. Subsidiaries of ING Groep N.V. however, may in the normal course of their business and on terms that are customary in the sector, provide other banking and insurance services to members of the Supervisory Board. These services may include services in which the granting of credit is of a subordinate nature, e.g. credit cards and overdrafts in current accounts. Members of the Executive Board are empowered to exercise all the powers of ING Groep N.V. to borrow money on behalf of ING Groep N.V., subject to regulatory restrictions (if any) and, in the case of the issuance of debt securities, to the approval of the Supervisory Board.

The Articles of Association do not contain any age limits for retirement of the members of the Executive Board and members of the Supervisory Board. The retirement age for members of the Executive Board under the (Dutch) pension plan is the first day of the month that the individual reaches the age of 65.

Members of the Executive Board are appointed by the General Meeting for a term of four years and may be reappointed. Members of the Supervisory Board are appointed for a term of four years and may be reappointed for two additional terms subject to the requirement in the profile of the Supervisory Board that a member of the Supervisory Board shall retire from the Board in the year in which he or she turns 70 (provided that the Supervisory Board does not decide otherwise taking into account special circumstances at its discretion). Both members of the Executive Board and members of the Supervisory Board are appointed from a binding nomination by the Supervisory Board. The General Meeting may declare the nomination non-binding by a resolution passed by an absolute majority of the votes cast, which majority represents more than one-third of the issued share capital.

Members of the Executive Board and the Supervisory Board are not required to hold any shares of ING Groep N.V. to qualify as such.

Material contracts

There have been no material contracts outside the ordinary course of business to which ING Groep N.V. or any of its subsidiaries is a party in the last two years, except for:

• the core Tier 1 Securities transaction and the IABF (as amended on 13 November 2012) which ING Groep N.V. concluded with the Dutch State, as amended on 13 November 2012 and, as further described in “Item 4. Information on the Company — Corporate Governance — Transactions with the Dutch State” and as announced by ING Groep N.V. in its press releases dated 19 October 2008, 26 January 2009 and 26 October 2009 and the restructuring requirements pursuant to these transactions with the Dutch State as announced by ING Groep N.V. in its press release dated 18 November 2009 and 19 November 2012; and

• the Purchase and Sale Agreement, dated as of 16 June 2011, by and among ING Groep N.V., ING Bank N.V., ING Direct N.V. and ING Direct Bancorp, entered into in relation to the sale of ING Direct USA to

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Capital One Financial Corporation, as further described in “Item 4. Information on the Company — Changes in the Composition of the Group — Acquisitions and disposals expected and occurring or expected to occur in 2012 — ING Direct USA” and as announced by ING Groep N.V. in its press releases dated 16 June 2011 and 17 February 2012. A copy of the share purchase agreement related to the sale of ING Direct USA was filed by the Company on Form 6-K on 7 July 2011; and

• the Deferred Prosecution Agreement dated 12 June 2012, between ING Bank, N.V. and the District Attorney’s Office of the County of New York, the Deferred Prosecution Agreement dated 12 June 2012, between ING Bank, N.V., the United States Department of Justice and the United States Attorney’s Office for the District of Columbia and the Settlement Agreement dated 12 June 2012, between ING Bank, N.V. and the Office of Foreign Assets Control of the U.S. Department of the Treasury, as further described in “Item 4. Information on the Company — Regulation and Supervision — Global Regulatory Environment” and as announced by ING Groep N.V. in its press release dated 12 June 2012.

Documents on Display

ING Groep N.V. is subject to the informational requirements of the Securities Exchange Act of 1934, as amended. In accordance with these requirements, ING Groep N.V. files reports and other information with the Securities and Exchange Commission (“SEC”). These materials, including this Annual Report and its exhibits, may be inspected and copied at the SEC’s public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549 or on the SEC’s website at www.sec.gov. Please call the SEC at 1-800-SEC-0330 for more information about the public reference room and the copy charges. You may also inspect ING Groep N.V.’s SEC reports and other information located at the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, or on the website of ING Groep N.V. (www.ing.com).

Exchange controls

Cash distributions, if any, payable in Euros on Ordinary Shares, bearer depositary receipts and ADSs may be officially transferred from the Netherlands and converted into any other currency without violating Dutch law, except that for statistical purposes such payments and transactions must be reported by ING Groep N.V. to the Dutch Central Bank and, further, no payments, including dividend payments, may be made to jurisdictions or persons subject to certain sanctions, adopted by the government of the Netherlands, implementing resolutions of the Security Council of the United Nations or adopted by the European Union.

Restrictions on voting

The ADSs represent interests in bearer depositary receipts for Ordinary Shares in the share capital of ING Groep N.V. issued by the Trust, which holds the Ordinary Shares for which such bearer depositary receipts are issued. See “Item 7. Major shareholders and related party transactions”. The Trust is the holder of all Ordinary Shares underlying the bearer depositary receipts. Only holders of shares (including the Trust) may vote at general meetings.

Although holders of bearer depositary receipts are entitled to attend and speak at general meetings of ING Groep N.V., holders of bearer depositary receipts (including the Depositary on behalf of the holders of ADSs) as such are not entitled to vote at such meetings. However, as set out in “Item 7. Major shareholders and related party transactions”, the Trust will grant a proxy to the effect that such holder of bearer depositary receipts may, in the name of the Trust, exercise the voting rights attached to a number of its Ordinary Shares that corresponds to the number of bearer depositary receipts held by him. Based on such a proxy the holder of bearer depositary receipts may vote according to its own discretion.

Holders of bearer depositary receipts may surrender the bearer depositary receipts in exchange for Ordinary Shares. The Trust charges a fee for exchanging bearer depositary receipts for Ordinary Shares of one eurocent (EUR 0.01) per bearer depositary receipt, with a minimum of twenty-five Euros (EUR 25.00) per exchange transaction.

Obligations of shareholders to disclose holdings

Section 5.3 of the Dutch Financial Supervision Act (“Major Holdings Rules”) applies to any person who, directly or indirectly, acquires or disposes of an interest in the voting rights and/or the capital of (in short) a public limited company incorporated under the laws of the Netherlands with an official listing on a stock exchange within the European Economic Area, as a result of which acquisition or disposal the percentage of voting rights or capital interest, whether through ownership of ordinary shares, bearer depositary receipts, ADSs or any other financial instrument whether stock settled or cash settled, such as call or put options, warrants, swaps or any other similar contract, reaches, exceeds or falls below 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% or 95%. As of 1 July 2013, an additional threshold of 3% will be applied. With respect to ING Groep N.V., the Major Holdings

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Rules would require any person whose interest in the voting rights and/or capital of ING Groep N.V. reached, exceeded or fell below those percentage interests, whether through ownership of Ordinary Shares, bearer depositary receipts, ADSs or any other financial instrument whether stock settled or cash settled, such as call or put options, warrants, swaps or any other similar contract, to notify in writing the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) immediately after the acquisition or disposal of the triggering interest in ING Groep N.V.’s share capital.

The notification will be recorded in the register, which is held by the Dutch Authority for the Financial Markets for that purpose, which register is available for public inspection.

Non-compliance with the obligations of the Major Holdings Rules can lead to criminal prosecution or administrative-law sanctions. In addition, a civil court can issue orders against any person who fails to notify or incorrectly notifies the Dutch Authority for the Financial Markets, in accordance with the Major Holdings Rules, including suspension of the voting right in respect of such person’s ordinary shares.

GENERAL MEETING

Frequency, notice and agenda for general meetings

General meetings are normally held each year in April or May, to discuss the course of business in the preceding financial year on the basis of the reports prepared by the Executive Board and the Supervisory Board, and to decide on the distribution of dividends or other distributions, the appointment and/or reappointment of members of the Executive Board and the Supervisory Board, if any, other items requiring shareholder approval under Dutch law, and any other matters proposed by the Supervisory Board, the Executive Board or shareholders or holders of depositary receipts in accordance with the Articles of Association. General meetings are convened by public notice via the website of ING Group (www.ing.com) no later than on the forty-second day before the day of the general meeting. As of the date of convening a general meeting, all information relevant for shareholders and holders of depositary receipts is made available to them on this website and at the ING Group head office. Such information includes the notice for the general meeting, the agenda, the place and time of the meeting, the address of the website of ING Group, the verbatim text of the proposals with an explanation and instructions on how to participate in the meeting (either in person or by proxy), as well as the reports of the Executive Board and the Supervisory Board. More complex proposals such as amendments to the Articles of Association are normally not included in the notice but are made available separately on the website of ING Group and at the ING Group head office.

Proposals by shareholders and holders of depositary receipts

Proposals to include items on the agenda for a general meeting that have been adequately substantiated under applicable Dutch law can be made by shareholders and holders of depositary receipts representing a joint total of at least 0.1% of the issued share capital or representing together, on the basis of the stock prices on Euronext Amsterdam by NYSE Euronext, a share value of at least EUR 50 million. Given the periods of notice required for proxy voting, proposals have to be submitted in writing at least 60 days before the date of the meeting.

Dialogue with shareholders and holders of depositary receipts

In 2012, shareholders and holders of depositary receipts were allowed to ask questions about items on the agenda for the annual General Meeting and they will similarly be allowed to do so in 2013. Shareholders and holders of depositary receipts can visit the website of ING Group (www.ing.com) to submit their questions.

Record date

Pursuant to Dutch law, the record date for attending a general meeting and voting on the proposals at that general meeting is the twenty-eighth day before the day of the general meeting. Shareholders and holders of depositary receipts who hold shares and/or depositary receipts for shares at the record date are entitled to attend the general meeting and to exercise other rights related to the general meeting in question on the basis of their holding at the record date, notwithstanding a subsequent sale or purchase of shares or depositary receipts for shares. The record date is published in the notice for the general meeting. In accordance with US requirements, the depositary sets a record date for the American Depositary Shares (‘ADSs’), which date determines which ADSs are entitled to give voting instructions. This record date can differ from the record date set by ING Group for shareholders and holders of depositary receipts.

Attending general meetings

For logistical reasons, attendance at a general meeting by shareholders and holders of depositary receipts, either in person or by proxy, is subject to the requirement that ING Group is notified in advance. Instructions to that effect are included in the notice for the general meeting. General meetings are webcasted via the Company’s website (www.ing.com), so that shareholders and holders of depositary receipts who do not attend the general meeting in person, may nevertheless follow the course of affairs in the meeting by internet webcast.

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Voting rights on shares

Each share entitles the holder to cast one vote at the general meeting. The Articles of Association do not restrict the voting rights on any class of shares. ING Group is not aware of any agreement pursuant to which voting rights on any class of its shares are restricted.

Voting on the Ordinary shares by holders of depositary receipts as proxy of ING Trust Office

Although the depositary receipts for shares do not formally carry any voting rights, holders of depositary receipts, in practice, rank equally with shareholders with regard to voting. ING Trust Office will, subject to certain restrictions, grant a proxy to a holder of depositary receipts allowing such holder, in the name of ING Trust Office, to exercise the voting rights attached to the number of ordinary shares that corresponds to the number of depositary receipts held by such holder of depositary receipts. On the basis of such a proxy, the holder of depositary receipts may vote such shares according to his or her own discretion.

The following restrictions apply in respect of grants of voting proxies to holders of depositary receipts by ING Trust Office:

• the relevant holder of depositary receipts must have announced his or her intention to attend the general meeting observing the provisions laid down in the Articles of Association; and

• the relevant holder of depositary receipts may delegate the powers conferred upon him or her by means of the voting proxy, provided that the relevant holder of depositary receipts has announced his or her intention to do so to ING Trust Office observing a term before the commencement of the general meeting, which term will be determined by ING Trust Office.

Voting instructions of holders of depositary receipts to ING Trust Office

Holders of depositary receipts not attending a general meeting are entitled to give binding instructions to ING Trust Office, concerning ING Trust Office’s exercise of the voting rights attached to the ordinary shares. ING Trust Office will follow such instructions for such number of ordinary shares equal to the number of depositary receipts for shares held by the relevant holder of depositary receipts. ING Trust Office has made it easier for votes to be cast this way by putting arrangements in place for proxy voting.

Voting on Ordinary shares by ING Trust Office

ING Trust Office has discretion to vote in respect of shares for which it has not issued voting proxies to holders of depositary receipts and has not received any voting instructions. According to its Articles of Association and the Trust Conditions, ING Trust Office is guided primarily by the interests of the holders of depositary receipts, taking into account the interests of ING Group and its affiliated enterprises. ING Trust Office promotes the solicitation of specific proxies or voting instructions of holders of depositary receipts. ING Trust Office encourages the greatest possible participation of holders of depositary receipts and promotes the execution of voting rights in a transparent way. At the same time it prevents that a minority of shareholders and holders of depositary receipts could use a chance majority of votes to the disadvantage of the shareholders and holders of depositary receipts present nor represented at a general meeting of ING Group.

Proxy voting facilities

ING Group is a participant in the Shareholder Communication Channel, through which participating holders of depositary receipts can give voting instructions to ING Trust Office. ING Group provides a similar proxy voting facility to international institutional investors. In addition, ING Group solicits proxies from its ADS holders in line with common practice in the US. Proxy voting forms for shareholders and voting instruction forms for holders of depositary receipts who do not participate in the Shareholder Communication Channel are made available on the website of ING Group (www.ing.com). The submission of these forms is subject to additional conditions specified on such forms.

Main powers of the general meeting

The main powers of the General Meeting are to decide on:

• the appointment, suspension and dismissal of members of the Executive Board and members of the Supervisory Board, subject to a binding nomination or a proposal of the Supervisory Board as set forth in the Articles of Association;

• the adoption of the annual accounts;

• the declaration of dividends, subject to the power of the Executive Board to allocate part of or all of the profits to the reserves — with approval of the Supervisory Board — and the declaration of other distributions, subject to a proposal by the Executive Board which was approved by the Supervisory Board;

• the appointment of the external auditor;

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• an amendment of the Articles of Association, a legal merger or division of ING Group, and winding up ING Group, all subject to a proposal made by the Executive Board upon approval by the Supervisory Board;

• the issuance of shares or rights to subscribe for shares, the restriction or exclusion of pre-emptive rights of shareholders, and delegation of these powers to the Executive Board, subject to a proposal by the Executive Board which was approved by the Supervisory Board; and

• the authorisation of a repurchase of outstanding shares and/or a cancellation of shares.

Moreover, the approval of the General Meeting is required for Executive Board decisions that would be considered to greatly change the identity or nature of ING Group or its enterprise. This includes resolutions to transfer or otherwise assign all or substantially all of the enterprise of ING Group or its subsidiaries as a consequence of which such resolutions ING Group or the group of companies over which ING Group exercises control would cease to engage in either insurance or banking activities.

Reporting

Resolutions adopted at a general meeting are generally published on the website of ING Group (www.ing.com) within one week after the meeting. The draft minutes of the general meeting are, in accordance with the Corporate Governance Code, made available to shareholders and holders of depositary receipts on the website of ING Group (www.ing.com) no later than three months after the meeting. Shareholders and holders of depositary receipts may react to the draft minutes in the following three months, after which the final minutes will be adopted by the chairman of the meeting in question and by a shareholder or holder of depositary receipts appointed by that meeting. The final minutes are made available on the website of ING Group (www.ing.com). In a deviation from the default provisions of the Corporate Governance Code shareholders and holders of depositary receipts will not have the opportunity to react to the minutes of a general meeting if a notarial report of the meeting is made, as this would be in conflict with the laws applicable to such notarial report.

CAPITAL STRUCTURE, SHARES

The authorised capital of ING Group consists of ordinary shares and cumulative preference shares. Currently, only ordinary shares are issued, while a call option to acquire cumulative preference shares has been granted to ING Continuity Foundation (Stichting Continuïteit ING). The acquisition of cumulative preference shares pursuant to the call option is subject to the restriction that, immediately after the issuance of cumulative preference shares, the total amount of cumulative preference shares outstanding may not exceed one-third of the total issued share capital of ING Group (see page 9). The purpose of this call option is to protect the independence, the continuity and the identity of ING Group against influences which are contrary to the interests of ING Group, its enterprise and the enterprises of its subsidiaries and all stakeholders (including, but not limited to, hostile takeovers). The ordinary shares are not used for protective purposes. The ordinary shares, which are all registered shares, are not listed on a stock exchange.

The Board of ING Continuity Foundation currently comprises four members who are independent of ING Group. No Executive Board member or former Executive Board member, Supervisory Board member or former Supervisory Board member, ING Group employee or former ING Group employee or permanent advisor or former permanent advisor to ING Group is on the Board of ING Continuity Foundation. The Board of ING Continuity Foundation appoints its own members, after consultation with the Supervisory Board of ING Group, but without any requirement for approval by ING Group

Description of shares

A description of the Shares, and other information with respect to shareholders, annual General Meetings, changes in capital and limitations on changes in control can be found in our registration statements filed with the Commission on Form F-1 on June 12 1997 and in this Annual Report under the heading “Item 7 — Major shareholders and related party transactions”.

Depositary receipts

More than 99.9% of the issued ordinary shares are held by ING Trust Office. In exchange for these shares, ING Trust Office has issued depositary receipts in bearer form for these shares. The depositary receipts are listed on various stock exchanges. Depositary receipts can be exchanged upon request of the holders of depositary receipts for non-listed ordinary shares, without any restriction, other than payment of an administrative fee of one eurocent (EUR 0.01) per depositary receipt with a minimum of twenty-five euros (EUR 25.00) per exchange transaction.

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The holder of a depositary receipt is entitled to receive from ING Trust Office payment of dividends and other distributions corresponding to the dividends and other distributions received by ING Trust Office on an ordinary share. The Board of ING Trust Office currently comprises five members who are independent from ING Group. No Executive Board member or former Executive Board member, Supervisory Board member or former Supervisory Board member, ING Group employee or former ING Group employee or permanent advisor or former permanent advisor to ING Group is on the Board of ING Trust Office. The Board of ING Trust Office appoints its own members, without any requirement for approval by ING Group.

Issuance of shares

ING Group’s authorised capital is the maximum amount of capital allowed to be issued under the terms of the Articles of Association. New shares in excess of this amount can only be issued if the Articles of Association are amended. For reasons of flexibility, ING Group seeks to set the authorised capital in the Articles of Association at the highest level permitted by law.

Share issuances are to be decided by the General Meeting, which may also delegate its authority. Each year, the General Meeting is asked to delegate authority to the Executive Board to issue new ordinary shares or to grant rights to subscribe for new ordinary shares, both with and without pre-emptive rights to existing shareholders. The powers delegated to the Executive Board are limited:

• in time: powers are delegated for a period of 18 months;

• by number: insofar as sufficient unissued ordinary shares are available in the authorised capital, ordinary shares may be issued up to a maximum of 10% of the issued share capital, or, in the event of a merger or takeover or to safeguard or conserve the capital position of the Company, up to a maximum of 20% of the issued capital; and

• in terms of control: resolutions by the Executive Board to issue shares require the approval of the Supervisory Board.

Approval by the General Meeting would be required for any share issuances exceeding these limits.

The purpose of this delegation of authority is to allow the Company to respond promptly to developments in the financial markets. Without such delegation, if the Company wished to issue new shares, there would be an increased risk that conditions in the financial markets may have changed during the time needed for convening a general meeting, especially due to the 42-day statutory convocation period. In view of the importance of flexibility with respect to the issuance of shares, the Executive Board and the Supervisory Board will periodically evaluate the delegation of authority to issue shares and, if necessary, make adjusted proposals to the General Meeting.

Transfer of shares and depositary receipts and transfer restrictions

Shares are transferred by means of a deed of transfer between the transferor and the transferee. To become effective, ING Group has to acknowledge the transfer, unless ING Group itself is a party to the transfer. The Articles of Association do not restrict the transfer of ordinary shares, whereas the transfer of cumulative preference shares is subject to prior approval of the Executive Board. The Articles of Association and the trust conditions for registered shares in the share capital of ING Group (‘Trust Conditions’) do not restrict the transfer of depositary receipts for shares. ING Group is not aware of the existence of any agreement pursuant to which the transfer of ordinary shares or depositary receipts for such shares is restricted.

Repurchase of shares

ING Group may repurchase outstanding shares and depositary receipts for such shares. Although the power to repurchase shares and depositary receipts for shares is vested in the Executive Board subject to the approval of the Supervisory Board, prior authorisation from the General Meeting is required for these repurchases. Under Dutch law, this authorisation lapses after 18 months. Each year, the General Meeting is asked to approve the Executive Board’s authority to repurchase shares. When repurchasing shares, the Executive Board is to observe the price ranges prescribed in the authorisation. For the ordinary shares and depositary receipts for such shares, the authorisation currently in force stipulates a minimum price of one eurocent and a maximum price equal to the highest stock price on Euronext Amsterdam by NYSE Euronext on the date on which the purchase agreement is concluded or on the preceding day of stock market trading.

Special rights of control

No special rights of control referred to in Article 10 of the EU Directive on takeover bids are attached to any share.

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Shareholders’ structure

Pursuant to the Dutch Financial Supervision Act (Wet op het financieel toezicht), any person who, directly or indirectly acquires or disposes of an interest in the voting rights and/or the capital of ING Group as a result of which acquisition or disposal the percentage of his voting rights or capital interest, whether through ownership of shares, depositary receipts, American depositary shares or any other financial instrument whether stock settled or cash settled, such as call or put options, warrants, swaps or any other similar contract, reaches, exceeds or falls below certain thresholds, is required to notify in writing the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) immediately after the acquisition or disposal of the triggering interest in ING Group’s share capital. These thresholds are 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% or 95% of the issued share capital of ING Group; as of 1 July 2013, there will be an additional threshold of 3%.

Details of investors, if any, who have reported their interest in ING Group pursuant to the Dutch Financial Supervision Act (or the predecessor of this legislation), are shown on page 9. ING Group is not aware of shareholders, potential shareholders or investors with an interest of 5% or more in ING Group other than the ING Trust Office and the ING Continuity Foundation.

Pursuant to the European Regulation on short selling any person who acquires or disposes of a net short position relating to the issued share capital of ING Group, whether by a transaction in shares, depositary receipts or American depositary receipts, or by a transaction creating or relating to any financial instrument where the effect or one of the effects of the transaction is to confer a financial advantage on the person entering into that transaction in the event of a change in the price of such shares, depositary receipts or American depositary receipts is required to notify, in accordance with the provisions of the above-mentioned Regulation: a. The Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) if, as a result of which acquisition or disposal his net short position reaches, exceeds or falls below 0.2% of the issued share capital of ING Group and each 0.1% above that. b. ING Group if, as a result of which acquisition or disposal his net short position reaches, exceeds or falls below 0.5% of the issued share capital of ING Group and each 0.1% above that.

See “Item 7. Major shareholders and related party transactions” for a description of the bearer depository receipts held by ING Groep N.V. and for details of investors who have reported their interest in ING Groep N.V. pursuant to the Financial Supervision Act (or the predecessor of this legislation).

TAXATION

The following is a summary of certain Netherlands tax consequences, and the United States federal income tax consequences, of the ownership of our bearer receipts or American Depositary Shares (“ADSs”) by U.S. Shareholders (as defined below) who hold bearer receipts or ADSs as capital assets. For purposes of this summary, a “U.S. Shareholder” is a beneficial owner of bearer receipts or ADSs that is:

• an individual citizen or resident of the United States,

• a corporation organized under the laws of the United States or of any state of the United States,

• an estate, the income of which is subject to United States federal income tax without regard to its source, or

• a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust.

This summary is based on the United States Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations, published rulings and court decisions, the laws of the Netherlands, and the income tax treaty between the Netherlands and the United States (“Treaty”), all as of the date hereof. These laws are subject to change, possibly on a retroactive basis. The information provided below is neither intended as tax advice nor purports to describe all of the tax considerations that may be relevant to investors and prospective investors. It should not be read as extending to matters not specifically discussed, and investors should consult their own advisors as to the tax consequences of their ownership and disposal of bearer receipts or ADSs. In particular, the summary does not take into account the specific circumstances of particular investors (such as tax-exempt organizations, banks, insurance companies, dealers in securities, traders in securities that elect to mark-to-market their securities holdings, investors liable for alternative minimum tax, investors whose functional currency is not the U.S. dollar, investors that actually or constructively own 10% or more of the voting stock of ING Groep N.V., investors that hold bearer receipts or ADSs as part of

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a straddle or a hedging or conversion transaction, or investors that own bearer receipts or ADSs through a partnership), some of which may be subject to special rules.

Moreover, this summary does not discuss the Dutch tax treatment of a holder of bearer receipts or ADSs:

1. that holds a substantial interest in ING Groep N.V.; or

2. that is an individual who receives income or capital gains derived from the bearer receipts and ADSs and this income received or capital gains derived are attributable to the past, present or future employment activities of such holder.

Generally speaking, for Dutch tax purposes, an interest in the share capital of ING Groep N.V., should not be considered a substantial interest if the holder of such interest, and, in case of an individual, his or her spouse, registered partner, certain other relatives or certain persons sharing the holder’s household, alone or together, does or do not hold, either directly or indirectly, the ownership of, or certain rights over, shares or rights resembling shares representing 5% or more of the total issued and outstanding capital, or the issued and outstanding capital of any class of shares, of ING Groep N.V.

The summary is based in part upon the representations of the Depositary and the assumption that each obligation in the Deposit Agreement and any related agreement will be performed in accordance with its terms. In general, for United States federal income tax and Netherlands tax purposes, holders of bearer receipts or ADSs will be treated as the owners of the Ordinary Shares underlying the bearer receipts or ADSs, and exchanges of Ordinary Shares for bearer receipts and then for ADSs, and exchanges of ADSs for bearer receipts and then for Ordinary Shares, will not be subject to United States federal income tax or Netherlands income tax.

It is assumed, for purposes of this summary, that a U.S. Shareholder is eligible for the benefits of the Treaty and that a U.S. Shareholder’s eligibility is not limited by the limitation on benefits provisions of the Treaty.

NETHERLANDS TAXATION

Withholding tax on dividends

The Netherlands imposes a withholding tax on a distribution of a dividend at the rate of 15%. Stock dividends paid out of ING Groep N.V.’s paid-in share premium recognized for Netherlands tax purposes as such are not subject to the above withholding tax.

The Treaty provides for a complete exemption from withholding for dividends received by exempt pension trusts and other exempt organizations, as defined in the Treaty. Qualifying exempt pension trusts may claim the benefits of a reduced withholding tax rate pursuant to article 35 of the Treaty. Qualifying exempt pension trusts normally remain subject to withholding at the rate of 15% and are required to file for a refund of the tax withheld. Only if certain conditions are fulfilled, such pension trusts may be eligible for relief at source upon payment of the dividend. Qualifying exempt organizations (other than qualifying exempt pension trusts) are subject to withholding at the rate of 15% and can only file for a refund of the tax withheld.

On 29 August 2002 dividend-stripping rules were introduced in Netherlands tax law. These rules have retroactive effect as of 27 April 2001. The rules provide that in the case of dividend-stripping, the 15% dividend withholding tax cannot be reduced or refunded. Dividend-stripping is deemed to be present if the recipient of a dividend is, different from what has been assumed above, not the beneficial owner thereof and is entitled to a larger credit, reduction or refund of dividend withholding tax than the beneficial owner of the dividends. Under these rules, a recipient of dividends will not be considered the beneficial owner thereof if as a consequence of a combination of transactions a person other than the recipient wholly or partly benefits from the dividends, whereby such person retains, whether directly or indirectly, an interest in the share on which the dividends were paid.

Currently ING Groep N.V. may, with respect to certain dividends received from qualifying non-Netherlands subsidiaries, credit taxes withheld from those dividends against the Netherlands withholding tax imposed on certain qualifying dividends that are redistributed by ING Groep N.V., up to a maximum of the lesser of

• 3% of the amount of qualifying dividends redistributed by ING Groep N.V. and

• 3% of the gross amount of certain qualifying dividends received by ING Groep N.V.

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The reduction is applied to the Dutch dividend withholding tax that ING Groep N.V. must pay to the Dutch tax authorities and not to the Dutch dividend withholding tax that ING Groep N.V. must withhold.

Both the European Free Trade Association Court of Justice as well as the European Court of Justice (“ECJ”) issued judgments concerning outbound dividend payments to foreign shareholders. According to both courts, it could be in breach with the European freedom of capital and the freedom of establishment to treat outbound dividend payments less favorably than dividend payments to domestic shareholders. As of January 1 2007, in general, dividend payments to certain qualifying EU resident corporate shareholders are treated the same as dividend payments to certain qualifying Dutch resident corporate shareholders. Dividend payments to corporate shareholders residing outside the EU are treated still less favorably as opposed to dividend payments to certain qualifying Dutch resident corporate shareholders. Furthermore, subject to certain conditions, a legal entity resident in the Netherlands that is not subject to Dutch corporate income tax is entitled to a refund of the Dutch dividend withholding tax withheld. In addition, subject to certain conditions as well, an entity resident in a member state of the European Union or certain member states of the European Economic Area, that is not subject to a result based tax in that member state, and, should that entity be a resident in the Netherlands, would not be subject to Dutch corporate income tax, is also entitled to a refund of the Dutch dividend withholding tax withheld. Such entities that are not a resident of the Netherlands, the European Union or certain European Economic Area countries, are not entitled to a refund of Dutch dividend withholding tax. The above stated court cases may have significant implications for certain non-EU resident shareholders that receive dividends that are subject to Netherlands dividend withholding tax (i.e. the aforementioned different treatment may be a breach of the European freedom of capital).

Although the freedom of capital generally also applies to capital movements to and from third countries, such as the United States, it cannot be ruled out that the freedom of capital movements to and from third countries must be interpreted more stringent as opposed to the freedom of capital movements to EU member states. Furthermore, the freedom of capital movements to and from third countries is generally subject to grandfathering (stand-still) provisions in the EC-Treaty (i.e. the restriction of the freedom of capital movements is allowed if these stand-still provisions apply). However, based on case law of the ECJ it may be held that these stand-still provisions do not apply in the specific case of claiming a refund of the Netherlands dividend withholding tax by a shareholder who did not acquire the shares in ING Groep N.V. with a view to establishing or maintaining lasting and direct economic links between the shareholder and ING Groep N.V. which allow the shareholder to participate effectively in the management of the company or in its control.

Especially the following non-EU resident shareholders may be affected and may as a result be entitled to a (partial) refund of Netherlands dividend withholding tax.

• Legal entities that could have invoked the participation exemption with respect to the dividends received in case they would have been a resident of the Netherlands for tax purposes. In general, the participation exemption applies in case of shareholdings of 5% or more. In case of legal entities resident in the Netherlands, in effect no Dutch dividend withholding tax is due with respect to dividends on shareholdings that apply for the participation exemption.

• Individuals if the shares do not belong to the assets of a business enterprise or do not belong to a substantial interest. In case such a natural person would have been a resident of the Netherlands, the dividend as such would not be subject to individual income tax. Instead, the individual would be taxed on a deemed income, calculated at 4% of his net equity, whereas the dividend tax withheld would have been credited in full against the individual income tax due.

• Legal entities that, if they had been based in the Netherlands, would not have been subject to corporate income tax (such as a pension fund), or would have qualified as an investment institution for the purposes of this tax, and that would, because of this, be eligible for a refund of dividend withholding tax withheld at their expense.

Taxes on income and capital gains

A U.S. Shareholder will not be subject to Netherlands income tax or corporation tax, other than the withholding tax described above, or capital gains tax, provided that:

• such shareholder is not a resident or deemed resident and, in the case of an individual, has not elected to be treated as a resident of the Netherlands;

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• such shareholder does not have an enterprise or an interest in an enterprise, which in its entirety or in part carries on business in the Netherlands through a permanent establishment or a permanent representative or deemed permanent establishment to which or to whom the bearer receipts or ADSs are attributable; and

• such shareholder is an individual, and income from a bearer receipt or ADS is not attributable to certain activities in the Netherlands performed by such shareholder other than business activities (for example, by the use of that individual’s special knowledge or activities performed by that individual with respect to the bearer receipts or ADSs as a result of which such individual can make a return on the bearer receipt or ADS that is in excess of the return on normal passive portfolio management).

Gift, estate or inheritance tax

No Netherlands gift, estate or inheritance tax will be imposed on the acquisition of bearer receipts or ADSs by gift or inheritance from a holder of bearer receipts or ADSs who is neither resident nor deemed resident in the Netherlands, provided that the ADSs or bearer receipts are not attributable to an enterprise which in its entirety or in part is carried on through a permanent establishment or a permanent representative in the Netherlands. Furthermore, Dutch gift and inheritance tax is due if the holder of bearer receipts or ADSs dies within 180 days of making the gift, and at the time of death is a resident or deemed resident of the Netherlands. A non-resident Netherlands citizen, however, is still treated as a resident of the Netherlands for gift and inheritance tax purposes for ten years after leaving the Netherlands. An individual with a non-Dutch nationality is deemed to be a resident of the Netherlands for the purposes of Dutch gift tax if he or she has been resident in the Netherlands at any time during the 12 months preceding the date of the gift.

UNITED STATES TAXATION

Taxes on dividends

Subject to the passive foreign investment company rules discussed below, for United States federal income tax purposes, a U.S. Shareholder will be required to include in gross income the full amount of a cash dividend (including any Netherlands withholding tax withheld) as ordinary income when the dividend is actually or constructively received by the Trust. For this purpose, a “dividend” will include any distribution paid by ING Groep N.V. with respect to the bearer receipts or ADSs, but only to the extent such distribution is not in excess of ING Groep N.V.’s current and accumulated earnings and profits as determined for United States federal income tax purposes. Distributions in excess of current and accumulated earnings and profits, as determined for United States federal income tax purposes, will be treated as a non-taxable return of capital to the extent of a U.S. Shareholder’s basis in the bearer receipts or ADSs and thereafter as capital gain. Because ING Groep N.V. does not keep account of its earnings and profits, as determined for United States federal income tax purposes, any distribution should generally be treated as a dividend for U.S. federal income tax purposes.

For foreign tax credit purposes, dividends will generally be income from sources outside the United States and will, depending on the circumstances of the U.S. Shareholder, be either “passive” or “general” income for purposes of computing the foreign tax credit allowable to the shareholder. A dividend will not be eligible for the dividends received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations. Dividends paid to a non-corporate U.S. Shareholder that are considered qualified dividend income will be taxable to the shareholder at preferential rates applicable to long-term capital gains provided that the shareholder holds the bearer receipts or ADSs for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and meet other holding period requirements. Dividends paid by ING Groep N.V. with respect to the bearer receipts or ADSs generally will be qualified dividend income.

Subject to certain limitations, a U.S. Shareholder may generally deduct from income, or credit against its United States federal income tax liability, the amount of any Netherlands withholding taxes under the Treaty. The Netherlands withholding tax will likely not be creditable against the U.S. Shareholder’s United States tax liability, however, to the extent that ING Groep N.V. is allowed to reduce the amount of dividend withholding tax paid over to the Netherlands Tax Administration by crediting withholding tax imposed on certain dividends paid to ING Groep N.V. In addition, special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to preferential rates.

Since payments of dividends with respect to bearer receipts and ADSs will be made in Euros, a U.S. Shareholder will generally be required to determine the amount of dividend income by translating the Euro into United States dollars at the “spot rate” on the date the dividend distribution is includable in the income of the U.S. Shareholder. Generally, any gain or loss resulting from currency exchange fluctuations during the period

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from the date the dividend distribution is includable in the income of the U.S. Shareholder to the date such payment is converted into U.S. dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. Such gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes.

Taxes on capital gains

Subject to the passive foreign investment company rules discussed below, gain or loss on a sale or exchange of bearer receipts or ADSs by a U.S. Shareholder will generally be a capital gain or loss for United States federal income tax purposes. If such U.S. Shareholder has held the bearer receipts or ADSs for more than one year, such gain or loss will generally be long-term capital gain or loss. Long-term capital gain of a non-corporate U.S. Shareholder is generally taxed at preferential rates. In general, gain or loss from a sale or exchange of bearer receipts or ADSs by a U.S. Shareholder will be treated as income or loss from sources within the United States for foreign tax credit limitation purposes.

Passive foreign investment company

ING Groep N.V. believes it is not a passive foreign investment company (a “PFIC”) for United States federal income tax purposes. This is a factual determination that must be made annually and thus may change.

If ING Groep N.V. were to be treated as a PFIC, unless a U.S. Shareholder made an effective election to be taxed annually on a mark-to-market basis with respect to the bearer receipts or ADSs, any gain from the sale or disposition of bearer receipts or ADSs by a U.S. Shareholder would be allocated ratably to each year in the holder’s holding period and would be treated as ordinary income. Tax would be imposed on the amount allocated to each year prior to the year of disposition at the highest rate in effect for that year, and interest would be charged at the rate applicable to underpayments on the tax payable in respect of the amount so allocated. The same rules would apply to “excess distributions”, defined generally as distributions in a single taxable year exceeding 125% of the average annual distribution made by ING Groep N.V. over the shorter of the holder’s holding period or the three preceding years. Dividends received by a U.S. Shareholder will not be eligible for the special tax rates applicable to qualified dividend income if ING Groep N.V. were to be treated as a PFIC with respect to the shareholder either in the taxable year of the distribution or the preceding taxable year, but instead will be taxable at rates applicable to ordinary income.

A U.S. Shareholder who owns bearer receipts or ADSs during any year that ING Groep N.V. is a PFIC may be required to file Internal Revenue Service Form 8621 and, pursuant to recently enacted legislation, an annual report with the Internal Revenue Service.

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Item 11. Quantitative and Qualitative Disclosure of Market Risk

See “Item 5. Operating and Financial Review and Prospects — Factors Affecting Results of Operations” and “Risk Management” of Note 2.1 to the consolidated financial statements for these disclosures, including disclosures relating to operational, compliance and other non market-related risks.

Item 12. Description of Securities Other Than Equity Securities

Fees and Charges Payable by a Holder of ADSs

JP Morgan Chase Bank, N.A., as ADR depositary, collects fees for delivery and surrender of ADSs directly from investors, or from intermediaries acting for them, depositing Ordinary Shares or surrendering ADSs for the purpose of withdrawal. The ADR depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of the distributable property to pay the fees.

The charges of the ADR depositary payable by investors are as follows:

Type of Service	ADR Depositary Actions	Fee
ADR depositary or substituting the underlying shares	Issuance of ADSs against the deposit of Ordinary Shares, including deposits and issuances in respect of: •   Share distributions, stock splits, rights, merger •   Exchange of securities or other transactions or event or other distribution affecting the ADSs or deposited securities	$ 5.00 or less per 100 ADSs (or portion thereof) evidenced by the new ADSs delivered
Receiving or distributing cash dividends	Distribution of cash dividends	No fee
Selling or exercising rights	Distribution or sale of securities, the fee being in an amount equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities	$ 5.00 or less per each 100 ADSs (or portion thereof)
Withdrawing an underlying Ordinary Share	Acceptance of ADSs surrendered for withdrawal of deposited Ordinary Shares	$ 5.00 or less for each 100 ADSs (or portion thereof) evidenced by the ADSs surrendered
General depositary services, particularly those charged on an annual basis	Other services performed by the ADS depositary in administering the ADS program	No fee
Expenses of the ADR depositary	Expenses incurred on behalf of Holders in connection with: •   Taxes and other governmental charges •   Cable, telex and facsimile transmission/delivery •   Transfer or registration fees, if applicable, for the registration of transfers or underlying Ordinary Shares •   Expenses of the Depositary in connection with the conversion of foreign currency into US dollars (which are paid out of such foreign currency) •   Any other charge payable by ADR depositary or its agents	Expenses payable at the sole discretion of the ADR depositary by billing Holders or by deducting charges from one or more cash dividends or other cash distributions

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Fees and Payments made by the ADR depositary to ING

The ADR depositary has agreed to reimburse certain ING expenses related to ING’s ADR program and incurred by ING in connection with the program. In the year ended 31 December 2012, the ADR depositary reimbursed to ING, or paid amounts on its behalf to third parties, a total sum of $ 1,900,000

The table below sets forth the types of expenses that the ADR depositary has agreed to reimburse and the amounts reimbursed in the year ended 31 December 2012:

Category of expense reimbursed to ING	Amount Reimbursed for the year ended 31 December 2012
Investor relations, including upfront contribution	$	1,900,000
Total	$	1,900,000

The ADR depositary has paid certain expenses directly to third parties on behalf of ING. The table below sets forth those expenses that the ADR depositary paid directly to third parties in the year ended 31 December 2012.

Category of expense paid directly to third parties	Amount paid in the year ended 31 December 2012
Third-party expenses paid directly	$	0
Fees waived	$	350,000
Total	$	350,000

Under certain circumstances, including removal of the ADR depositary or termination of the ADR program by ING, ING is required to repay the ADR depositary certain amounts reimbursed and/or expenses paid to or on behalf of ING.

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PART II.

Item 13. Defaults, Dividend Arrearages and Delinquencies

None.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

None.

Item 15. Controls and Procedures

On 18 March 2013 an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Annual Report. There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls over financial reporting subsequent to 18 March 2013.

Due to the listing of ING shares on the New York Stock Exchange, ING Group is required to comply with the SEC regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, or SOX 404. These regulations require that the CEO (the chairman of the Executive Board) and the CFO of ING Group report and certify on an annual basis on the effectiveness of ING Group’s internal controls over financial reporting. Furthermore, the external auditors are required to provide an opinion on the effectiveness of ING Group’s internal controls over financial reporting. ING Group has long-established Business Principles and a strong internal control culture, which all staff must adhere to. SOX 404 activities are organised along the lines of the governance structure, and involve the participation of senior management across ING. Following the SOX 404 process, ING is in the position to publish an unqualified statement which denotes that the Company’s internal control over financial reporting is effective as of 31 December 2012. The SOX 404 statement by the Executive Board is included on this page, followed by the report of the external auditor.

Management’s report on Internal control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. ING’s internal control over financial reporting is a process designed under the supervision of our principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that:

• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of ING;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorisations of our management and directors; and

• provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of 31 December 2012. In making this assessment, the Executive Board performed tests based on the criteria of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework.

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Based on the Management’s assessment and those criteria, Management concluded that the Company’s internal control over financial reporting is effective as of 31 December 2012.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders, the Supervisory Board and Executive Board of ING Groep N.V.

We have audited ING Groep N.V.’s internal control over financial reporting as of 31 December 2012, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). ING Groep N.V.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, ING Groep N.V. maintained, in all material respects, effective internal control over financial reporting as of 31 December 2012, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of ING Groep N.V. as of 31 December 2012 and 2011, and the related consolidated profit and loss accounts, consolidated statements of comprehensive income, consolidated statements of cash flows and consolidated statements of changes in equity for each of the three years in the period ended 31 December 2012 and our report dated 18 March 2013 expressed an unqualified opinion thereon.

Amsterdam, the Netherlands

18 March 2013

Ernst & Young Accountants LLP

146

Item 16A. Audit Committee Financial Expert

The Audit Committee assists the Supervisory Board in monitoring the integrity of the financial statements of ING Group, ING Verzekeringen N.V. and ING Bank N.V., in monitoring the compliance with legal and regulatory requirements and in monitoring the independence and performance of ING’s internal and external auditors. On 31 December 2012, the members of the Audit Committee were: Joost Kuiper (chairman), Tineke Bahlmann, Henk Breukink, Jan Holsboer, Yvonne van Rooy and Luc Vandewalle.

The Supervisory Board has determined that Joost Kuiper is a financial expert as referred to in the Corporate Governance Code. Joost Kuiper was appointed as the chairman of the Audit Committee on 9 May 2011. Joost Kuiper is considered by the Supervisory Board as financial expert because of his relevant knowledge and experience.

Item 16B. Code of Ethics

ING Group has adopted a code of ethics, called the ING’s Business Principles, which apply to all our employees, including our principal executive officer, principal financial officer and principal accounting officer. These Business Principles have undergone minor changes to adapt them to the requirements of the Sarbanes-Oxley Act of 2002 as a code of ethics for certain officers. The Business Principles are posted on ING Group’s website at www.ing.com, under the heading “Sustainability” followed by “ING Business Principles”. During the most recently completed fiscal year no waivers, explicit or implicit, from these Business Principles have been granted to any of the officers described above.

Item 16C. Principal Accountant Fees and Services

At the annual General Meeting held on 14 May 2012, Ernst & Young was appointed to audit the financial statements of ING Group for the financial years 2012 and 2013, to report on the outcome of these audits to the Executive Board and the Supervisory Board and to provide an audit opinion on the financial statements of ING Group. Furthermore, Ernst & Young also audited and reported on the effectiveness of internal control over financial reporting on 31 December 2012. The external auditor attended the meetings of the Audit Committee and the 2012 annual General Meeting.

New legislation on the accountancy profession (Wet op het accountantsberoep) came into force as of 1 January 2013 and prohibits certain services to be conducted by an external audit firm and introduces compulsory audit firm rotation, not later than 1 January 2016. In the 2013 annual General Meeting it will be proposed to extend the appointment of Ernst & Young as auditor of the financial statements of ING Group by two more years, i.e. for the financial years 2014 and 2015. We will start a tender procedure with the objective to change our external audit firm as of the financial year 2016.

After a maximum period of five years of performing the financial audit of ING Group or ING Verzekeringen N.V. or ING Bank N.V., the lead audit partners of the external audit firm and the audit partners responsible for reviewing the audits, have to be replaced by other partners of the external audit firm. The Audit Committee provides recommendations to the Supervisory Board regarding these replacements based, on among other things, an annual evaluation of the provided services. In line with this requirement, the lead audit partner of Ernst & Young was succeeded after the year-end audit 2011. The rotation of other partners involved with the audit of the financial statements of ING is subject to applicable independence legislation.

The external auditor may be questioned at the annual General Meeting in relation to its audit opinion on the annual accounts. The external auditor will therefore attend and be entitled to address this meeting. The external auditor may only provide audit, audit- related, tax and other services to ING Group and its subsidiaries with the permission of the Audit Committee. The Audit Committee generally pre-approves certain types of audit and audit-related services to be provided by the external auditor on an annual basis. Services that have not been pre-approved by the Audit Committee should not be provided by the external auditor unless they are specifically pre-approved by the Audit Committee at the recommendation of local management.

The Audit Committee also sets the maximum annual amount that may be spent on pre-approved services. Throughout the year, the external auditor and ING monitor the amounts paid versus the pre-approved amounts.

147

ING provides the Audit Committee with a full overview of all services provided to ING, including related fees, supported by sufficiently detailed information. This overview is periodically evaluated by the Audit Committee during the year. More information on ING Group’s policy on external auditor independence is available on the website of ING Group (www.ing.com).

Audit fees

Audit fees were paid for professional services rendered by the auditors for the audit of the consolidated financial statements of ING Group and statutory financial statements of ING’s subsidiaries or services provided in connection with the audit of Form 20-F and other filings for regulatory and supervisory purposes as well as the review on interim financial statements.

Audit-related fees

Audit-related fees were paid for assurance and related services that are reasonably related to the performance of the audit or review of the consolidated financial statements and are not reported under the audit fee item above. These services consisted primarily of IT audits, work performed relating to comfort letters issued in connection with prospectuses, reviews of SEC product filings and advice on accounting.

Tax fees

Tax fees were paid for tax compliance, tax advice and tax planning professional services. These services consisted of: tax compliance including the review of original and amended tax returns, assistance with questions regarding tax audits, the preparation of employee tax returns under the ING’s expatriate tax services program and tax planning and advisory services relating to common forms of domestic and international taxation (i.e. income tax, capital tax and value added tax).

All other fees

Fees disclosed in Note 48 of Note 2.1 to the consolidated financial statements under “all other fees” were paid for products and services other than the audit fees, audit-related fees and tax fees described above, and consisted primarily of non-recurring support and advisory services.

More information on ING’s policy regarding external auditor’s independence are available on the website of ING Group (www.ing.com).

Reference is made to Note 48 of Note 2.1 to the consolidated financial statements for audit, audit-related, tax and all other fees paid to the external auditors in 2012, 2011 and 2010.

148

Item 16D. Exemptions from the Listing Standards for Audit Committees

Not applicable

Item 16E. Purchases of Registered Equity Securities by the Issuer and Affiliated Purchasers

There were no purchases of Registered Equity Securities in 2012 and 2011.

Item 16F. Changes in Registrant’s Certifying Accountant

Not applicable

Item 16G. Corporate Governance

In conformity with regulations from the US Securities and Exchange Commission, ING Group as a foreign private issuer whose securities are listed on the New York Stock Exchange (‘NYSE’) must disclose in its Annual Report on Form 20-F any significant differences between its corporate governance practices and those applicable to US domestic companies under the NYSE listing standards.

ING Group believes the following to be the significant differences between its corporate governance practices and NYSE corporate governance rules applicable to US companies:

• ING Group has a two-tier board structure, in contrast to the one-tier board structure used by most US companies. In the Netherlands, a public limited liability company (naamloze vennootschap) with a two-tier board structure has an Executive Board as its management body and a Supervisory Board which advises and supervises the Executive Board. In general, members of the Executive Board are employees of the company while members of the Supervisory Board are often former state or business leaders and sometimes former members of the Executive Board. Members of the Executive Board and other officers or employees of the company cannot simultaneously be a member of the Supervisory Board. The Supervisory Board must approve specified decisions of the Executive Board. Under the Corporate Governance Code, all members of the Supervisory Board with the exception of not more than one person, should be independent. All members of ING Group’s Supervisory Board, with the exception of Luc Vandewalle, are independent within the meaning of the Corporate Governance Code. The definition of independence under the Corporate Governance Code, however, differs in its details from the definitions of independence under the NYSE listing standards. In some cases, the Dutch requirements are stricter and in other cases the NYSE listing standards are the stricter of the two. The Audit Committee, Risk Committee, Remuneration Committee, Nomination Committee and Corporate Governance Committee of ING Group are comprised of members of the Supervisory Board.

• In contrast to the Sarbanes-Oxley Act of 2002, the Corporate Governance Code contains a ‘comply-or-explain’ principle, offering the possibility to deviate from the Corporate Governance Code as long as any such deviations are explained. To the extent that such deviations are approved by the General Meeting, the company is deemed to be in full compliance with the Corporate Governance Code.

• Dutch law requires that the company’s external auditors be appointed at the general meeting and not by the audit committee.

• The articles of association of ING Group (‘Articles of Association’) provide that there are no quorum requirements to hold a general meeting, although certain shareholder actions and certain resolutions may require a quorum.

• The shareholder approval requirements for equity compensation plans under Dutch law and the Corporate Governance Code differ from those applicable to US companies which are subject to the NYSE’s listing rules that require the shareholder vote on all equity compensation plans applicable to any employee, director or other service provider of a company. The results of such votes are advisory in nature rather than binding. Under Dutch company law and the Corporate Governance Code, binding shareholder approval is only required for equity compensation plans (or changes thereto) for members of the Executive Board and Supervisory Board, and not for equity compensation plans for other groups of employees.

Item 16H. Mine Safety Disclosure

Not applicable

149

PART III.

Item 18. Consolidated Financial Statements

See pages F-1 to F-235 and the Schedules on F-243 to F-246.

Item 19. Exhibits

The following exhibits are filed as part of this Annual Report:

Exhibit 1.1	Amended and Restated Articles of Association of ING Groep N.V., dated 14 June 2012 (incorporated by reference to ING Groep N.V.’s Report on Form 6-K furnished on 8 August 2012)
Exhibit 1.2	Amended and Restated Trust Agreement (English Translation), dated 2 September 2011 (incorporated by reference to Exhibit 1.2 of ING Groep N.V.’s Annual Report on Form 20-F for the year ended 31 December 2011, File No. 1-14642 filed on 21 March 2012)
Exhibit 2.1	Subordinated Indenture, dated 18 July 2002, between the Company and The Bank of New York, (incorporated by reference to Exhibit 2.1 of ING Groep N.V.’s Annual Report on Form 20-F for the year ended 31 December 2002, File No. 1-14642 filed on 27 March 2003)
Exhibit 2.2	First Supplemental Indenture, dated 18 July 2002, between the Company and The Bank of New York (incorporated by reference to Exhibit 2.2 of ING Groep N.V.’s Annual Report on Form 20-F for the year ended 31 December 2003, File No. 1-14642 filed on 30 March 2004)
Exhibit 2.3	Second Supplemental Indenture, dated 12 December 2002, between the Company and The Bank of New York (incorporated by reference to Exhibit 2.3 of ING Groep N.V.’s Annual Report on Form 20-F for the year ended 31 December 2003, File No. 1-14642 filed on 30 March 2004)
Exhibit 2.4	Third Supplemental Indenture, dated 28 October 2003, between the Company and The Bank of New York (incorporated by reference to Exhibit 2.4 of ING Groep N.V.’s Annual Report on Form 20-F for the year ended 31 December 2003, File No. 1-14642 filed on 30 March 2004)
Exhibit 2.5	Fourth Supplemental Indenture, dated 26 September 2005, between the Company and The Bank of New York (incorporated by reference to Exhibit 4.2 of ING Groep N.V.’s Report on Form 6-K filed on 23 September 2005)
Exhibit 2.6	Fifth Supplemental Indenture, dated 8 December 2005, between the Company and The Bank of New York (incorporated by reference to Exhibit 4.1 of ING Groep N.V.’s Report on Form 6-K filed on 7 December 2005)
Exhibit 2.7	Sixth Supplemental Indenture, dated 13 June 2007, between the Company and The Bank of New York (incorporated by reference to Exhibit 4.1 of ING Groep N.V.’s Report on Form 6-K filed on 12 June 2007)
Exhibit 2.8	Seventh Supplemental Indenture, dated 4 October 2007, between the Company and The Bank of New York (incorporated by reference to Exhibit 4.1 of ING Groep N.V.’s Report on Form 6-K filed on 3 October 2007)
Exhibit 2.9	Eight Supplemental Indenture, dated 17 June 2008, between the Company and The Bank of New York (incorporated by reference to Exhibit 4.1 of ING Groep N.V.’s Report on Form 6-K filed on 17 June 2008)
Exhibit 2.10	Terms and Conditions of the core Tier 1 Securities Ranking Pari Passu with Ordinary Shares (incorporated by reference to Exhibit 2.10 of ING Groep N.V.’s Annual Report on Form 20-F for the year ended 31 December 2008, File No. 1-14642 filed on 19 March 2009)
Exhibit 2.11	Term Sheet regarding core Tier 1 Securities Ranking Pari Passu with Ordinary Shares (incorporated by reference to ING Groep N.V.’s Report on Form 6-K filed on 4 February 2009)

150

Exhibit 4.1	Purchase and Sale Agreement, dated as of 16 June 2011, by and among ING Groep N.V., ING Bank N.V., ING Direct N.V., ING Direct Bancorp and Capital One Financial Corporation (incorporated by reference to ING Groep N.V.’s Report on Form 6-K filed on 7 July 2011)
Exhibit 4.2	ING Restructuring Plan submitted to the Dutch State and subsequently provided to the European Commission on 22 October 2009 (incorporated by reference to Exhibit 2 of ING Groep N.V.’s Report on Form 6-K filed on 4 November 2011)
Exhibit 4.3	2012 Amendment and Contract Transfer Agreement, dated 16 February 2012, among Staat der Nederlanden, ING Support Holding B.V., ING Bank N.V. and ING Groep N.V. attaching the Amended and Restated ING Bank, FSB Illiquid Assets Back-Up Facility Agreement, dated 16 February 2012, among ING Groep N.V., ING Bank N.V. and Staat der Nederlanden (incorporated by reference to Exhibit 4.3 of ING Groep N.V.’s Annual Report on Form 20-F for the year ended 31 December 2011, File No. 1-14642 filed on 21 March 2012)
Exhibit 4.4	The Amended and Restated Illiquid Assets Back-Up Facility Agreement, dated 13 November 2012, among ING Groep N.V., ING Bank N.V. and Staat der Nederlanden
Exhibit 4.5	Deferred Prosecution Agreement dated 12 June 2012, between ING Bank, N.V. and the District Attorney’s Office of the County of New York
Exhibit 4.6	Deferred Prosecution Agreement dated 12 June 2012, between ING Bank, N.V., the United States Department of Justice and the United States Attorney’s Office for the District of Columbia
Exhibit 4.7	Settlement Agreement dated 12 June 2012, between ING Bank, N.V. and the Office of Foreign Assets Control of the U.S. Department of the Treasury
Exhibit 7	Statement regarding Computation of Ratio of Earnings to Fixed Charges
Exhibit 8	List of Subsidiaries of ING Groep N.V.
Exhibit 12.1	Certification of the Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
Exhibit 12.2	Certification of the Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
Exhibit 13.1	Certification of the Registrant’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 13.2	Certification of the Registrant’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 15.1	Consent of Ernst & Young Accountants

151

SIGNATURES

The registrant hereby certifies that it meets all the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf

ING Groep N.V.
(Registrant)
By:	/s/ P. Flynn
P. Flynn
Chief Financial Officer

Date: 18 March 2013

152

ADDITIONAL INFORMATION

SELECTED STATISTICAL INFORMATION ON BANKING OPERATIONS

The information in this section sets forth selected statistical information regarding the Group’s banking operations. Information for 2012, 2011 and 2010 is set forth under IFRS-IASB. Unless otherwise indicated, average balances, when used, are calculated from monthly data and the distinction between domestic and foreign is based on the location of the office where the assets and liabilities are booked, as opposed to the domicile of the customer. However, the Company believes that the presentation of these amounts based upon the domicile of the customer would not result in material differences in the amounts presented in this section.

	2012			2011			2010
	Year ended 31 December
Return on equity of the banking operations*		7.5	%		11.5	%		13.4	%
Return on equity of ING Group*		7.1	%		11.8	%		6.9	%
Return on assets ING Group		0.3	%		0.4	%		0.2	%
Equity to assets of ING Group		4.3	%		3.6	%		3.5	%
Net interest margin of the banking operations		1.3	%		1.4	%		1.4	%

* net profit divided by average equity

AVERAGE BALANCES AND INTEREST RATES

The following tables show the banking operations, average interest-earning assets and average interest-bearing liabilities, together with average rates, for the periods indicated. The interest income, interest expense and average yield figures do not reflect interest income and expense on derivatives and other interest income and expense not considered to be directly related to interest-bearing assets and liabilities. These items are reflected in the corresponding interest income, interest expense and net interest result figures in the consolidated financial statements. A reconciliation of the interest income, interest expense and net interest result figures to the corresponding line items in the consolidated financial statements is provided hereunder. (Amounts in this section for assets and liabilities include assets and liabilities of ING Direct USA, ING Direct Canada and ING Direct UK; in the IFRS balance sheet ING Direct UK is presented as Assets and Liabilities held for sale.)

153

ASSETS

	Interest-earning assets
	2012							2011							2010
	Average balance		Interest income			Average yield		Average balance		Interest income			Average yield		Average balance		Interest income			Average yield
	(EUR millions)					%		(EUR millions)					%		(EUR millions)					%
Time deposits with banks
domestic		11,885		100			0.8		11,749		230			2.0		13,814		110			0.8
foreign		22,750		352			1.6		27,186		603			2.2		27,318		833			3.1
Loans and advances
domestic		257,168		10,117			3.9		246,518		10,160			4.1		237,122		9,608			4.1
foreign		358,548		14,240			4.0		396,057		15,410			3.9		385,423		14,375			3.7
Interest-earning securities (1)
domestic		22,320		640			2.9		28,450		920			3.2		30,926		1,014			3.3
foreign		78,141		2,821			3.6		106,296		4,052			3.8		107,564		4,287			4.0
Other interest-earning assets
domestic		34,571		163			0.5		22,649		363			1.6		12,191		182			1.5
foreign		20,831		158			0.8		21,463		229			1.1		20,535		183			0.9
Total		806,214		28,591			3.6		860,368		31,967			3.7		834,893		30,592			3.6
Non-interest earning assets		38,222							44,403							54,008
Derivatives assets		70,901							53,350							62,585
Total assets (1)		915,337							958,121							951,486
Percentage of assets applicable to foreign operations				60.8	%						65.9	%						64.9	%
Interest income on
derivatives				31,617							33,132							38,356
other				1,089							1,082							740
Total interest income				61,297							66,181							69,688

(1) Substantially all interest-earning securities held by the banking operations of the Company are taxable securities.

154

LIABILITIES

	Interest-bearing liabilities
	2012							2011							2010
	Average balance		Interest expense			Average yield		Average balance		Interest expense			Average yield		Average balance		Interest expense			Average yield
	(EUR millions)					%		(EUR millions)					%		(EUR millions)					%
Time deposits from banks
domestic		18,252		166			0.9		33,135		415			1.3		26,922		249			0.9
foreign		13,144		391			3.0		16,306		399			2.5		23,363		370			1.7
Demand deposits (5)
domestic		42,190		168			0.4		42,599		211			0.5		40,100		125			0.3
foreign		46,396		157			0.3		54,417		372			0.7		55,505		383			0.7
Time deposits (5)
domestic		29,623		325			1.1		25,658		306			1.2		24,897		221			0.9
foreign		20,381		365			1.8		21,899		440			2.0		20,064		364			1.8
Savings deposits (5)
domestic		79,677		1,834			2.3		74,044		1,594			2.2		72,830		1,459			2.0
foreign		248,637		5,686			2.3		283,367		5,761			2.0		269,115		5,107			1.9
Short term debt
domestic		34,470		260			0.8		29,200		285			1.0		16,233		135			0.8
foreign		29,801		465			1.6		33,600		629			1.9		50,221		699			1.4
Long term debt
domestic		73,306		2,432			3.3		59,603		2,236			3.8		42,364		1,681			4.0
foreign		27,840		1,150			4.1		27,093		1,174			4.3		27,424		1,180			4.3
Subordinated liabilities
domestic		17,069		746			4.4		19,628		870			4.4		22,287		1,031			4.6
foreign		904		40			4.4		971		50			5.2		1,114		61			5.5
Other interest-bearing liabilities
domestic		33,909		115			0.3		46,047		454			1.0		47,047		279			0.6
foreign		49,830		515			1.0		51,753		653			1.3		57,419		514			0.9
Total		765,429		14,815			1.9		819,320		15,849			1.9		795,905		13,858			1.7
Non-interest bearing liabilities		42,101							49,118							55,417
Derivatives liabilities		75,343							58,447							69,751
Total Liabilities		882,873							926,885							921,073
Group Capital		32,464							31,236							30,413
Total liabilities and capital		915,337							958,121							951,486
Percentage of liabilities applicable to foreign operations				58.8	%						61.5	%						63.3	%
Other interest expense:
interest expenses on derivatives				33,117							35,359							41,333
other				1,397							1,516							1,081
Total interest expense				49,329							52,724							56,272
Total net interest result				11,968							13,457							13,416

(5) These captions do not include deposits from banks.

155

ANALYSIS OF CHANGES IN NET INTEREST INCOME

The following table allocates changes in the Group’s banking operations’ interest income and expense and net interest result between changes in average balances and rates for the periods indicated. Changes due to a combination of volume and rate have been allocated to changes in average volume. The net changes in interest income, interest expense and net interest result, as calculated in this table, have been reconciled to the changes in interest income, interest expense and net interest result in the consolidated financial statements. See introduction to “Average Balances and Interest Rates” for a discussion of the differences between interest income, interest expense and net interest result as calculated in the following table and as set forth in the consolidated financial statements.

	2012 over 2011						2011 over 2010
	Increase (decrease) due to changes in						Increase (decrease) due to changes in
	Average volume		Average rate		Net change		Average volume		Average rate		Net change
	(EUR millions)						(EUR millions)
Interest-earning assets
Time deposits to banks
domestic		3		-133		-130		-16		136		120
foreign		-98		-153		-251		-4		-226		-230
Loans and advances
domestic		695		-738		-43		179		373		552
foreign		-1,459		289		-1,170		397		638		1,035
Interest-earning securities
Domestic		-198		-82		-280		-81		-13		-94
foreign		-1,073		-158		-1,231		-51		-184		-235
Other interest-earning assets
domestic		191		-391		-200		156		25		181
foreign		-7		-64		-71		8		38		46
Interest income
domestic		691		-1,344		-653		238		521		759
foreign		-2,637		-86		-2,723		350		266		616
Total		-1,946		-1,430		-3,376		588		787		1,375
Other interest income						-1,508						-4,882
Total interest income						-4,884						-3,507

The following table shows the interest spread and net interest margin for the past two years.

	2012		2011
	Average rate		Average rate
	%		%
Interest spread
Domestic		1.5		1.8
Foreign		1.7		1.7
Total		1.6		1.8
Net interest margin
Domestic		1.5		1.7
Foreign		1.8		2.0
Total		1.7		1.9

156

	2012 over 2011						2011 over 2010
	Increase (decrease) due to changes in						Increase (decrease) due to changes in
	Average volume		Average rate		Net change		Average volume		Average rate		Net change
	(EUR millions)						(EUR millions)
Interest-bearing liabilities
Time deposits from banks
domestic		-186		-63		-249		58		108		166
foreign		-77		69		-8		-100		129		29
Demand deposits
domestic		-2		-41		-43		8		78		86
foreign		-55		-160		-215		-8		-3		-11
Time deposits
domestic		47		-28		19		7		78		85
foreign		-31		-44		-75		33		43		76
Savings deposits
domestic		121		119		240		24		111		135
foreign		-706		631		-75		270		384		654
Short term debt
domestic		51		-76		-25		108		42		150
foreign		-71		-93		-164		-231		161		-70
Long term debt
domestic		514		-318		196		684		-129		555
foreign		32		-56		-24		-14		8		-6
Subordinated liabilities
domestic		-113		-11		-124		-123		-38		-161
foreign		-3		-7		-10		-8		-3		-11
Other interest-bearing liabilities
domestic		-120		-219		-339		-6		181		175
foreign		-24		-114		-138		-51		190		139
Interest expense
domestic		312		-637		-325		760		431		1,191
foreign		-935		226		-709		-109		909		800
Total		-623		-411		1,034		651		1,340		1,991
Other interest expense						-2,361						-5,539
Total interest expense						-3,395						-3,548
Net interest
domestic		379		-707		-328		-522		90		-432
Foreign		-1,702		-312		-2,014		459		-643		-184
Net interest		-1,323		-1,019		-2,342		-63		-553		-616
Other net interest result						853						657
Net interest result						-1,489						41

157

INVESTMENTS OF THE GROUP’S BANKING OPERATIONS

The following table shows the balance sheet value under IFRS-IASB of the investments of the Group’s banking operations.

	Year ended 31 December
	2012		2011		2010
	(EUR millions)
Debt securities available for sale
Dutch government		8,285		6,552		6,135
German government		10,889		10,423		6,929
Central banks		808		2,088		1,578
Belgian government		10,170		10,438		7,543
Other governments		18,660		19,593		27,861
Corporate debt securities
Banks and financial institutions		20,649		19,641		27,411
Other corporate debt securities		900		1,075		891
U.S. Treasury and other U.S. Government agencies		3		249		1,505
Other debt securities		1,281		2,410		16,606
Total debt securities available for sale		71,645		72,469		96,459
Debt securities held to maturity
Dutch government
German government		100		531		583
Other governments		230		350		367
Banks and financial institutions		5,859		7,630		9,637
Other corporate debt securities
U.S. Treasury and other U.S. Government agencies
Other debt securities		356		357		1,106
Total debt securities held to maturity		6,545		8,868		11,693
Shares and convertible debentures		2,634		2,466		2,741
Land and buildings (1)		1,410		1,678		1,891
Total		82,234		85,481		112,784

(1) Including commuted ground rents

Banking investment strategy

ING’s investment strategy for its investment portfolio related to the banking activities is formulated by the Asset and Liability Committee (“ALCO”). The exposures of the investments to market rate movements are managed by modifying the asset and liability mix, either directly or through the use of derivative financial products including interest rate swaps, futures, forwards and purchased option positions such as interest rate caps, floors and collars. See “Item 11. Quantitative and Qualitative Disclosure of Market Risk”.

The investment portfolio related to the banking activities primarily consists of fixed-interest securities. Approximately 85% of the land and buildings owned by ING Bank are wholly or partially in use by Group companies.

158

Portfolio maturity description

	1 year or less				Between 1 and 5 years				Between 5 and 10 years
	Book value		Yield (1)		Book value		Yield (1)		Book value		Yield (1)
	(EUR millions)		%		(EUR millions)		%		(EUR millions)		%
Debt securities available for sale
Dutch government		1,516				1,815				4,954
German government		1,810				3,745				4,774
Belgian government		1,185				5,454				3,247
Central banks		808
Other governments		3,920				8,260				4,948
Banks and financial institutions		6,350				11,008				3,204
Corporate debt securities		56				549				13
U.S. Treasury and other U.S. Government agencies						1				1
Other debt securities		42				124				88
Total debt securities available for sale		15,687		5.0		30,956		3.4		21,229		3.5

	Over 10 years				Total
	Book value		Yield (1)		Book value
	(EUR millions)		%		(EUR millions)
Debt securities available for sale
Dutch government						8,285
German government		560				10,889
Belgian government		284				10,170
Central banks						808
Other governments		1,532				18,660
Banks and financial institutions		87				20,649
Corporate debt securities		282				900
U.S. Treasury and other U.S. Government agencies		1				3
Other debt securities		1,027				1,281
Total debt securities available for sale		3,773		5.4		71,645

(1) Since substantially all investment securities held by the banking operations of the Company are taxable securities, the yields are on a tax-equivalent basis. The average yield on available for sale investments is based on amortised cost.

159

	1 year or less				Between 1 and 5 years				Between 5 and 10 years
	Book value		Yield (1)		Book value		Yield (1)		Book value		Yield (1)
	(EUR millions)		%		(EUR millions)		%		(EUR millions)		%
Debt securities held to maturity
Dutch government
German government		100
Belgian government
Central banks
Other governments		180				50
Banks and financial institutions		3,163				2,596				100
Corporate debt securities
U.S. Treasury and other U.S. Government agencies
Other debt securities						128				140
Total debt securities held to maturity		3,443		0.7		2,774		3.6		240		2.2

	Over 10 years				Total
	Book value		Yield (1)		Book value
	(EUR millions)		%		(EUR millions)
Debt securities held to maturity
Dutch government
German government						100
Belgian government
Central banks
Other governments						230
Banks and financial institutions						5,859
Corporate debt securities
U.S. Treasury and other U.S. Government agencies
Other debt securities		88				356
Total debt securities held to maturity		88		4.7		6,545

(1) Since substantially all investment securities held by the banking operations of the Company are taxable securities, the yields are on a tax-equivalent basis.

On 31 December 2012, ING Group also held the following securities for the banking operations that exceeded 10 % of shareholders’ equity:

	2012
	Book value		Market value
	(EUR millions)
Dutch government		8,285		8,285
German government		10,989		10,989
Belgium government		10,170		10,170

160

LOAN PORTFOLIO

Loans and advances to banks and customers

Loans and advances to banks include all receivables from credit institutions, except for cash, current accounts and deposits with other banks (including central banks). Lending facilities to corporate and private customers encompass among others, loans, overdrafts and finance lease receivables.

Loans and Loan loss provisions

See Note 5 of Note 2.1 to the consolidated financial statements.

Loans and Loan loss provisions	2012		2011
	(EUR millions)
Loans past due 90 days		10,101		8,823
Other impaired loans		3,155		2,498
Total impaired loans (loans with a loan loss provision)		13,256		11,321
Potential problem loans		10,451		8,641
Total Impaired loans and potential problem loans		23,707		19,962
Loans neither impaired nor potential problem loans		555,672		602,307
Total		579,379		622,269
This amount is presented in the balance sheet as:
Amounts due from Banks		37,302		43,308
Loans and advances to customers		542,077		578,964
Total		579,379		622,272
Loan loss provisions included in:
Amounts due from Banks		28		7
Loans and advances to customers		5,477		4,943
Total loan loss provisions		5,505		4,950

Loans and advances by customer type:	2012		2011
Loans secured by public authorities		50,774		55,148
Loans secured by mortgages		305,963		323,139
Loans guaranteed by credit institutions		6,163		8,639
Personal lending		24,598		24,401
Asset backed securities excluding MBS		7,044		13,328
Corporate loans		147,535		154,309
Total		542,077		578,964

Loan loss provisions by customer type:	2012		2011
Loans secured by public authorities		2		3
Loans secured by mortgages		1,588		1,215
Loans guaranteed by credit institutions		30		9
Personal lending		794		716
Mortgage backed securities (MBS)		0		0
Asset backed securities excluding MBS		76		2
Corporate loans		3,015		3,005
Total		5,505		4,950

161

Increase in Loan loss provision by customer type:	2012		2011
Loans secured by public authorities		-1		0
Loans secured by mortgages		373		-384
Loans guaranteed by credit institutions		21		-14
Personal lending		78		49
Mortgage backed securities (MBS)		0		0
Asset backed securities excluding MBS		74		2
Corporate loans		10		102
Total		555		-245
The net decrease in Loan loss provision includes:
Increase in loan loss provision (P&L)		2,125		1,670
Write-offs and other		-1,570		-1,915
Total		555		-245

The following table sets forth the gross loans and advances to banks and customers as of 31 December 2012, 2011, 2010, 2009 and 2008 under IFRS-IASB.

IFRS-IASB	Year ended December 31
	2012		2011		2010		2009		2008
	(EUR millions)
By domestic offices:
Loans guaranteed by public authorities		35,857		29,281		28,671		28,149		16,288
Loans secured by mortgages		153,594		162,735		157,671		156,319		155,846
Loans to or guaranteed by credit institutions		14,641		14,130		14,704		9,569		15,528
Other private lending		5,048		5,012		5,125		4,972		7,158
Mortgage backed securities (MBS)		0		0		0		0		0
Asset backed securities excluding MBS		0		0		0		0		0
Other corporate lending		42,891		50,603		53,784		52,888		126,773
Total domestic offices		252,031		261,761		259,955		251,897		321,593
By foreign offices:
Loans guaranteed by public authorities		14,917		25,867		27,282		22,933		10,099
Loans secured by mortgages		152,369		160,404		172,802		147,484		145,090
Loans to or guaranteed by credit institutions		28,824		37,817		43,016		36,869		23,099
Other private lending		19,550		19,389		16,618		14,988		20,389
Asset backed securities excluding MBS		7,044		13,328		18,605		21,831		11,766
Other corporate lending		104,644		103,706		100,724		99,104		109,903
Total foreign offices		327,348		360,511		379,047		343,209		320,346
Total gross loans and advances to banks and customers		579,379		622,272		639,002		595,106		641,939

162

Maturities and sensitivity of loans to changes in interest rates

The following table analyzes loans and advances to banks and customers by time remaining until maturity as of 31 December 2012.

	1 year or less		1 year to 5 years		After 5 years		Total
	(EUR millions)
By domestic offices:
Loans guaranteed by public authorities		747		1,534		33,576		35,857
Loans secured by mortgages		10,417		15,947		127,230		153,594
Loans guaranteed by credit institutions		12,315		2,214		112		14,641
Other private lending		3,162		628		1,258		5,048
Asset backed securities excluding MBS
Other corporate lending		25,554		11,389		5,948		42,891
Total domestic offices		52,195		31,712		168,124		252,031
By foreign offices:
Loans guaranteed by public authorities		6,599		4,597		3,721		14,917
Loans secured by mortgages		9,934		38,093		104,342		152,369
Loans guaranteed by credit institutions		20,387		7,688		749		28,824
Other private lending		9,197		6,933		3,420		19,550
Asset backed securities excluding MBS		930		4,218		1,896		7,044
Other corporate lending		45,350		39,556		19,738		104,644
Total foreign offices		92,397		101,085		133,866		327,348
Total gross loans and advances to banks and customers		144,592		132,797		301,990		579,379

The following table analyzes loans and advances to banks and customers by interest rate sensitivity by maturity as of 31 December 2012.

	1 year or less		Over 1 year		Total
	(EUR millions)
Non-interest earning		2,772		1,726		4,498
Fixed interest rate		73,161		138,292		211,453
Semi-fixed interest rate (1)		6,498		159,948		166,446
Variable interest rate		63,208		133,774		196,982
Total		145,639		433,740		579,379

(1) Loans that have an interest rate that remains fixed for more than one year and which can then be changed are classified as “semi-fixed”

Loan concentration

The following industry concentrations were in excess of 10% of total loans as of 31 December 2012:

	Total outstanding
Private Individuals		43.0	%

Risk elements

Loans Past Due 90 days and Still Accruing Interest

Loans past due 90 days and still accruing interest are loans that are contractually past due 90 days or more as to principal or interest on which we continue to recognize interest income on an accrual basis in accordance with IFRS-IASB. Once a loan has been written down as a result of an impairment loss, interest income is recognized using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss.

163

As all loans continue to accrue interest under IFRS-IASB, the non-accrual loan status is no longer used to identify ING Group’s risk elements. No loans are reported as non-accrual and there is an increase in the amount of loans reported as Loans past due 90 days and still accruing interest, compared to the prior years reported, due to the interest accrual on impaired loans. The following table sets forth the outstanding balance of the loans past due 90 days and still accruing interest and non-accrual loans for the years ended 31 December 2012, 2011, 2010, 2009 and 2008 under IFRS-IASB.

IFRS-IASB	Year ended 31 December
	2012		2011		2010		2009		2008
	(EUR millions)
Loans past due 90 days and still accruing interest
Domestic		6,367		5,292		5,758		3,865		2,799
Foreign		3,734		3,531		4,705		4,793		2,634
Total loans past due 90 days and still accruing interest		10,101		8,823		10,463		8,658		5,433

As of 31 December 2012, EUR 10,093 million of the loans past due 90 days and still accruing interest have a loan loss provision. Total loans with a loan loss provision, including those loans classified as past due 90 days and still accruing interest with a provision and troubled debt restructurings with a provision, amounts to EUR 13,249 million as of 31 December 2012.

Troubled Debt Restructurings

Troubled debt restructurings are loans that we have restructured due to deterioration in the borrower’s financial position and in relation to which, for economic or legal reasons related to the borrower’s deteriorated financial position, we have granted a concession to the borrower that we would not have otherwise granted.

The following table sets forth the outstanding balances of the troubled debt restructurings as of 31 December 2012, 2011, 2010, 2009 and 2008 under IFRS-IASB.

IFRS-IASB	Year ended 31 December
	2012		2011		2010		2009		2008
	(EUR millions)
Troubled debt restructurings:
Domestic		781		276		366		782		51
Foreign		476		743		2,165		1,271		354
Total troubled debt restructurings		1,257		1,019		2,531		2,053		405

Interest Income on Troubled Debt Restructurings

The following table sets forth the gross interest income that would have been recorded during the year ended 31 December 2012 on troubled debt restructurings had such loans been current in accordance with their original contractual terms and interest income on such loans that was actually included in interest income during the year ended 31 December 2012.

	Year ended 31 December 2012
	(EUR millions)
	Domestic Offices		Foreign Offices		Total
Interest income that would have been recognized under the original contractual terms		1		19		20
Interest income recognized in the profit and loss account		0		9		9

164

Potential Problem Loans

Potential problem loans are loans that are not classified as loans past due 90 days and still accruing interest or troubled debt restructurings and amounted to EUR 10,451 million as of 31 December 2012. Of this total, EUR 7,453 million relates to domestic loans and EUR 2,998 million relates to foreign loans. These loans are considered potential problem loans as there is known information about possible credit problems causing us to have serious doubts as to the ability of the borrower to comply with the present loan repayment terms and which may result in classifying the loans as loans past due 90 days and still accruing interest or as troubled debt restructurings. Appropriate provisions, following ING Group’s credit risk rating system, have been established for these loans.

Cross-border outstandings

Cross-border outstandings are defined as loans (including accrued interest), acceptances, interest-earning deposits with other banks, other interest-earning investments and any other monetary assets that are denominated in euro or other non-local currency. To the extent that material local currency outstandings are not hedged or are not funded by local currency borrowings, such amounts are included in cross-border outstandings. Commitments such as irrevocable letters of credit are not considered as cross border outstanding. Total outstandings are in line with Dutch Central Bank requirements. On 31 December 2012, there were no outstandings exceeding 1% of total assets in any country where current conditions give rise to liquidity problems which are expected to have a material impact on the timely repayment of interest or principal.

The following tables analyze cross-border outstandings as of the end of 31 December 2012, 2011 and 2010 stating the name of the country and the aggregate amount of cross-border outstandings to borrowers in each foreign country where such outstandings exceed 1% of total assets, by the following categories.

	Year ended 31 December 2012
	Government & official institutions		Banks & other financial Institutions		Commercial & industrial		Other		Total		Cross-border Commitments
	(EUR millions)
United Kingdom		6,160		9,522		15,946		715		32,343		3,817
United States		5		3,361		5,581		4,808		13,756		10,853
France		5,197		7,842		2,933		886		16,858		2,733
Germany		7,580		2,261		2,453		3,244		15,838		6,724

	Year ended 31 December 2011
	Government & official institutions		Banks & other financial Institutions		Commercial & industrial		Other		Total		Cross-border Commitments
	(EUR millions)
United Kingdom		683		11,800		12,950		900		26,333		3,803
United States		271		4,416		6,270		4,067		15,024		11,654
France		7,327		9,152		2,697		1,223		20,399		4,457
Germany		7,642		3,028		3,668		3,164		17,502		7,017

165

	Year ended 31 December 2010
	Government & official institutions		Banks & other financial Institutions		Commercial & industrial		Other		Total		Cross-border Commitments
	(EUR millions)
United Kingdom		188		12,398		19,347		1,042		32,975		4,046
United States		49		4,749		7,952		4,363		17,113		10,309
France		9,113		13,051		3,565		1,170		26,899		3,282
Germany		7,138		5,560		2,850		3,379		18,927		6,846

As of 31 December 2012 Belgium has cross-border outstandings between 0.50% and 0.75% of total assets and Italy and Spain both had cross-border outstandings between 0.40% and 0.50%. In 2011 Belgium, Spain and Italy have cross-border outstandings between 0.40% and 1% of total assets.

Summary of Loan Loss Experience

For further explanation on loan loss provision see “Loan Loss Provisions” in Note 2.1 to the consolidated financial statements.

The application of the IFRS-IASB methodology has reduced the amount of the unallocated provision for loan losses that ING Group provided in prior years to adequately capture various subjective and judgmental aspects of the credit risk assessment which were not considered on an individual basis.

166

The following table presents the movements in allocation of the provision for loan losses on loans accounted for as loans and advances to banks and customers for 2012, 2011, 2010, 2009 and 2008 under IFRS-IASB.

IFRS-IASB	Calendar period
	2012			2011			2010			2009			2008
	(EUR millions)
Balance on 1 January		4,950			5,195			4,399			2,611			2,001
Change in the composition of the Group		-13			-3						-3			1
Charge-offs:
Domestic:
Loans guaranteed by public authorities
Loans secured by mortgages		-144			-129			-86			-79			-34
Loans to or guaranteed by credit institutions		-5			-14			-30			-55			-36
Other private lending		-47			-56			-65			-140			-126
Other corporate lending		-601			-343			-277			-229			-133
Foreign:
Loans guaranteed by public authorities		-18			-6			-8			-12			-16
Loans secured by mortgages		-64			-50			-56			-5			-6
Loans to or guaranteed by credit institutions					-3			-5			-1
Other private lending		-133			-452			-404			-259			-114
Other corporate lending		-670			-251			-235			-437			-263
Total charge-offs		-1,682			-1,304			-1,166			-1,217			-728
Recoveries:
Domestic:
Loans guaranteed by public authorities
Loans secured by mortgages		35			36			23			2
Loans to or guaranteed by credit institutions
Other private lending		12			11			29			101			36
Other corporate lending		37			28			9			4
Foreign:
Loans guaranteed by public authorities
Loans secured by mortgages		1			1			1
Loans to or guaranteed by credit institutions								3
Other private lending		30			29			29			24			27
Other corporate lending		27			7			11			17			27
Total recoveries		142			112			105			148			90
Net charge-offs		-1,540			-1,192			-1,061			-1,069			-638
Additions and other adjustments (included in value Adjustments to receivables of the Banking operations)		2,108			950			1,857			2,860			1,247
Balance on 31 December		5,505			4,950			5,195			4,399			2,611
Ratio of net charge-offs to average loans and advances to banks and customers		0.25	%		0.19	%		0.17	%		0.17	%		0.10	%

Additions to the provision for loan losses presented in the table above were influenced by developments in general economic conditions as well as certain individual exposures.

167

The following table shows the allocation of the provision for loan losses on loans accounted for as loans and advances to banks and customers for 2012, 2011, 2010, 2009 and 2008 under IFRS-IASB.

IFRS-IASB	Year ended December 31
	2012				2011				2010				2009				2008
	EUR		%(1)		EUR		%(1)		EUR		%(1)		EUR		%(1)		EUR		%(1)
	(EUR millions)
Domestic:
Loans guaranteed by public authorities		0		6.20		1		4.68		0		4.47				4.72				2.54
Loans secured by mortgages		878		26.55		503		26.91		416		25.24		290		27.54		167		24.76
Loans to or guaranteed by credit institutions		0		2.94		4		2.25		17		2.29				1.61		68		2.42
Other private lending		144		0.87		119		0.80		131		0.80		254		0.83		120		1.12
Other corporate lending		1,423		7.62		1,375		7.75		1,385		8.13		917		7.70		474		19.24
Total domestic		2,445		44.18		2,002		42.39		1,949		40.93		1,461		42.4		829		50.08
Foreign:
Loans guaranteed by public authorities		2		2.57		2		4.13		3		4.25		3		3.85		2		1.57
Loans secured by mortgages		710		26.28		712		25.63		1,183		26.93		1,066		23.90		425		22.61
Loans to or guaranteed by credit institutions		30		4.56		5		6.05		6		6.7		47		6.78		17		4.02
Other private lending		650		3.37		596		3.10		536		2.59		436		2.52		533		3.18
Mortgage backed securities		76		1.22		2		2.13		0		2.37		15		2.99
Other corporate lending		1,592		17.82		1,631		16.57		1,518		16.23		1,371		17.56		805		18.54
Total foreign		3,060		55.82		2,948		57.61		3,246		59.07		2,938		57.60		1,782		49.92
Total		5,505		100.00		4,950		100.00		5,195		100.00		4,399		100.00		2,611		100.00

(1) The percentages represent the loans in each category as a percentage of the total loan portfolio for loans and advances to banks and customers.

168

DEPOSITS

The aggregate average balance of all the Group’s interest-bearing deposits (from banks and customer accounts) decreased by 7.0% to EUR 527,740 million in 2012, compared to 2011 (EUR 569,312). Interest rates paid reflect market conditions. The effect on net interest income depends upon competitive pricing and the level of interest income that can be generated through the use of funds. Deposits by banks are primarily time deposits, the majority of which are raised by the Group’s Amsterdam based money market operations in the world’s major financial markets. Certificates of deposit represent 27% of the category ‘Debt securities’ (31% at the end of 2011). These instruments are issued as part of liquidity management with maturities generally of less than three months. The following table includes the average deposit balance by category of deposit and the related average rate.

	2012				2011				2010
	Average deposit		Average rate		Average deposit		Average rate		Average deposit		Average rate
	(EUR millions)		%		(EUR millions)		%		(EUR millions)		%
Deposits by banks
In domestic offices:
Demand —non-interest bearing		1,637				2,502				5,646
—interest bearing		2,367		0.9		5,930		1.0		4,646		1.0
Time		18,059		0.9		33,158		1.2		26,926		0.9
Other		8,556		2.8		10,546		1.9		9,681		1.5
Total domestic offices		30,619				52,136				46,899
In foreign offices:
Demand —non-interest bearing		1,849				1,561				1,468
—interest bearing		6,034		1.2		5,851		1.6		5,932		1.0
Time		12,667		3.0		15,662		2.4		21,648		1.7
Other		11,559		1.3		9,981		1.6		14,832		3.8
Total foreign offices		32,109				33,055				43,880
Total deposits by banks		62,728				85,191				90,779
Customer accounts
In domestic offices:
Demand —non-interest bearing		922				782				723
—interest bearing		45,226		0.4		47,157		0.5		43,536		0.3
Savings		79,612		2.3		73,964		2.2		72,717		2.0
Time		29,619		1.1		25,628		1.2		24,738		0.9
Other		3,032		1.0		6,545		0.9		8,614		0.5
Total domestic offices		158,411				154,076				150,328
In foreign offices:
Demand —non-interest bearing		6,865				6,422				6,295
—interest bearing		48,118		0.5		50,197		0.9		56,865		0.8
Savings		256,425		2.5		257,262		2.2		269,115		1.9
Time		20,102		1.8		21,716		2.0		19,794		1.8
Other		7,066		2.6		5,715		3.6		6,296		3.9
Total foreign offices		338,576				341,312				358,365
Total customer accounts		496,987				495,388				508,693
Debt securities
In domestic offices:
Debentures		68,554		3.1		53,963		3.1		36,522		3.1
Certificates of deposit		26,819		0.7		23,915		0.9		11,546		0.8
Other		7,676		0.8		5,320		1.4		4,719		0.9
Total domestic offices		103,049				83,198				52,787
In foreign offices:
Debentures		11,758		4.9		10,676		5.4		10,886		4.9
Certificates of deposit		13,885		2.4		17,195		2.5		35,748		1.3
Other		20,575		1.4		21,248		1.2		19,111		1.3
Total foreign offices		46,218				49,119				65,745
Total debt securities		149,267				132,317				118,532

169

For the years ended 31 December 2012, 2011 and 2010, the aggregate amount of deposits by foreign depositors in domestic offices was EUR 31,728 million EUR 46,778 million and EUR 47,019 million, respectively.

On 31 December 2012, the maturity of domestic time certificates of deposit and other time deposits, exceeding EUR 20,000, was

	Time certificates of deposit				Other time deposits
	(EUR millions)		%		(EUR millions)		%
3 months or less		10,314		61.5		26,215		71.6
6 months or less but over 3 months		4,383		26.1		5,840		15.9
12 months or less but over 6 months		2,087		12.4		3,571		9.8
Over 12 months		0		0		994		2.7
Total		16,784		100		36,620		100

The following table shows the amount outstanding for time certificates of deposit and other time deposits exceeding EUR 20,000 issued by foreign offices on December 31 2012.

	(EUR millions)
Time certificates of deposit		7,757
Other time deposits		54,420
Total		62,177

Short-term Borrowings

Short-term borrowings are borrowings with an original maturity of one year or less. Commercial paper and securities sold under repurchase agreements are the only significant categories of short-term borrowings within our banking operations.

The following table sets forth certain information relating to the categories of our short-term borrowings.

IFRS-IASB	Year ended 31 December
	2012			2011			2010
	(EUR millions, except % data)
Commercial paper:
Balance at the end of the year		14,323			21,967			20,517
Monthly average balance outstanding during the year		23,150			21,908			19,176
Maximum balance outstanding at any period end during the year		27,715			22,921			21,370
Weighted average interest rate during the year		0.82	%		1.25	%		1.70	%
Weighted average interest rate on balance at the end of the year		1.32	%		1.24	%		1.38	%
Securities sold under repurchase agreements:
Balance at the end of the year		26,573			54,886			61,468
Monthly average balance outstanding during the year		55,365			59,865			79,927
Maximum balance outstanding at any period end during the year		72,901			79,547			96,496
Weighted average interest rate during the year		0.72	%		1.30	%		0.73	%
Weighted average interest rate on balance at the end of the year		1.50	%		1.38	%		0.94	%

170

Index to the consolidated financial statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-2
CONSOLIDATED BALANCE SHEET		F-3
CONSOLIDATED PROFIT AND LOSS ACCOUNT		F-4
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME		F-6
CONSOLIDATED STATEMENT OF CASH FLOWS		F-7
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY		F-9
ACCOUNTING POLICIES FOR THE CONSOLIDATED ANNUAL ACCOUNTS		F-11
NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS		F-32
RISK MANAGEMENT		F-131
CAPITAL MANAGEMENT		F-218
SUPPLEMENTAL INFORMATION		F-226
GLOSSARY		F-236
SCHEDULE I:	SUMMARY OF INVESTMENTS OTHER THAN INVESTMENTS IN RELATED PARTIES	F-243
SCHEDULE III:	SUPPLEMENTARY INSURANCE INFORMATION	F-244
SCHEDULE IV:	REINSURANCE	F-245
SCHEDULE VI:	SUPPLEMENTARY INFORMATION CONCERNING NON-LIFE INSURANCE OPERATIONS	F-246

F-1

Report of independent registered public accounting firm

To: the Shareholders, the Supervisory Board and the Executive Board of ING Groep N.V.

We have audited the accompanying consolidated balance sheets of ING Groep N.V. (‘ING Group’), as of 31 December 2012 and 2011, and the related consolidated profit and loss accounts, consolidated statements of comprehensive income, consolidated statements of cash flows and consolidated statements of changes in equity for each of the three years in the period ended 31 December 2012. Our audits also included the financial statement schedules listed in the Index at Item 18. These financial statements and schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of ING Groep N.V. as at 31 December 2012 and 2011, and the consolidated results of its operations, and its cash flows for each of the three years in the period ended 31 December 2012, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), ING Groep N.V.’s internal control over financial reporting as of 31 December 2012, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organisations of the Treadway Commission and our report dated 18 March 2013 expressed an unqualified opinion thereon.

Amsterdam, the Netherlands

18 March 2013

Ernst & Young Accountants LLP

F-2

Consolidated balance sheet of ING Group

as at 31 December

amounts in millions of euros	2012		2011
ASSETS
Cash and balances with central banks 1		17,657		31,194
Amounts due from banks 2		39,053		45,323
Financial assets at fair value through profit and loss 3
– trading assets		114,895		123,688
– investments for risk of policyholders		98,765		116,438
– non-trading derivatives		13,951		17,159
– designated as at fair value through profit and loss		4,760		5,437
Investments 4
– available-for-sale		193,584		208,539
– held-to-maturity		6,545		8,868
Loans and advances to customers 5		556,900		596,877
Reinsurance contracts 17		5,290		5,870
Investments in associates 6		2,203		2,370
Real estate investments 7		1,288		1,670
Property and equipment 8		2,674		2,886
Intangible assets 9		2,639		3,558
Deferred acquisition costs 10		4,549		10,204
Assets held for sale 11		68,472		62,483
Other assets 12		28,903		31,016
Total assets		1,162,128		1,273,580
EQUITY
Shareholders’ equity (parent) 13		49,511		42,452
Non-voting equity securities 13		2,250		3,000
		51,761		45,452
Minority interests		1,081		777
Total equity		52,842		46,229
LIABILITIES
Subordinated loans 14		8,786		8,858
Debt securities in issue 15		143,436		139,861
Other borrowed funds 16		16,723		19,684
Insurance and investment contracts 17		229,950		278,833
Amounts due to banks 18		38,704		72,233
Customer deposits and other funds on deposit 19		455,003		467,547
Financial liabilities at fair value through profit and loss 20
– trading liabilities		83,652		107,682
– non-trading derivatives		18,752		22,165
– designated as at fair value through profit and loss		13,399		13,021
Liabilities held for sale 11		69,895		64,265
Other liabilities 21		30,986		33,202
Total liabilities		1,109,286		1,227,351
Total equity and liabilities		1,162,128		1,273,580

References relate to the notes starting on page F-32. These form an integral part of the consolidated annual accounts.

F-3

Consolidated profit and loss account of ING Group

as at 31 December

amounts in millions of euros	2012		2012		2011		2011		2010		2010
Continuing operations
Interest income banking operations		60,002				64,649				68,334
Interest expense banking operations		–48,119				–51,200				–55,011
Interest result banking operations 36				11,883				13,449				13,323
Gross premium income 37				20,277				20,279				21,279
Investment income 38				7,335				5,329				5,887
Result on disposals of group companies 39				1,604				801				310
Gross commission income		5,116				5,830				5,682
Commission expense		–1,578				–1,913				–1,664
Commission income 40				3,538				3,917				4,018
Valuation results on non-trading derivatives 41				–3,775				–382				–1,835
Net trading income 42				1,202				377				955
Share of result from associates 6				54				221				313
Other income 43				–330				1,318				588
Total income				41,788				45,309				44,838
Gross underwriting expenditure		35,711				27,321				37,419
Investment result for risk of policyholders		–11,246				186				–10,120
Reinsurance recoveries		–1,833				–1,760				–1,620
Underwriting expenditure 44				22,632				25,747				25,679
Addition to loan loss provisions 5				2,125				1,670				1,751
Intangible amortisation and other impairments 45				281				369				1,060
Staff expenses 46				6,803				7,220				7,355
Other interest expenses 47				326				149				183
Other operating expenses 48				6,581				6,116				5,757
Total expenses				38,748				41,271				41,785
Result before tax from continuing operations				3,040				4,038				3,053
Taxation 49				578				890				994
Net result from continuing operations				2,462				3,148				2,059
Discontinued operations 26
Net result from discontinued operations				548				684				414
Net result from classification as discontinued operations				–394
Net result from disposal of discontinued operations				752				995
Total net result from discontinued operations				906				1,679				414
Net result from continuing and discontinued operations (before minority interests)				3,368				4,827				2,473

F-4

Consolidated profit and loss account of ING Group continued

as at 31 December

amounts in millions of euros	2012		2011		2010
Net result from continuing and discontinued operations attributable to:
Equityholders of the parent		3,259		4,740		2,367
Minority interests		109		87		106
		3,368		4,827		2,473
Net result from continuing operations attributable to:
Equityholders of the parent		2,351		3,067		1,962
Minority interests		111		81		97
		2,462		3,148		2,059
Net result from discontinued operations attributable to:
Equityholders of the parent		908		1,673		405
Minority interests		–2		6		9
		906		1,679		414

amounts in euros	2012		2011		2010
Earnings per share 50
Basic earnings per ordinary share		0.69		0.85		0.51
Diluted earnings per ordinary share		0.69		0.85		0.51
						.
Earnings per share from continuing operations 50
Basic earnings per ordinary share from continuing operations		0.45		0.41		0.40
Diluted earnings per ordinary share from continuing operations		0.45		0.41		0.40
Earnings per share from discontinued operations 50
Basic earnings per ordinary share from discontinued operations		0.24		0.44		0.11
Diluted earnings per ordinary share from discontinued operations		0.24		0.44		0.11
Dividend per ordinary share 51		0.00		0.00		0.00

References relate to the notes starting on page F-32. These form an integral part of the consolidated annual accounts.

F-5

Consolidated statement of comprehensive income of ING Group

for the years ended 31 December

amounts in millions of euros	2012		2011		2010
Net result from continuing and discontinued operations		3,368		4,827		2,473
Unrealised revaluations after taxation (1)		6,949		1,139		2,603
Realised gains/losses transferred to profit and loss (1)		–840		723		86
Changes in cash flow hedge reserve		737		1,124		475
Transfer to insurance liabilities/DAC		–2,181		–2,004		–1,644
Exchange rate differences		–709		–156		2,859
Other revaluations		39		–2		–1
Total amount recognised directly in equity (other comprehensive income)		3,995		824		4,378
Total comprehensive income		7,363		5,651		6,851
Comprehensive income attributable to:
Equityholders of the parent		7,172		5,568		6,760
Minority interests		191		83		91
		7,363		5,651		6,851

⁽¹⁾  Reference is made to Note 13 ‘Shareholders’ equity (parent)/non-voting equity securities’ for a breakdown of the individual components.

Unrealised revaluations after taxation comprises EUR –10 million (2011: EUR –16 million; 2010: EUR –2 million) related to the share of other comprehensive income of associates.

Exchange rate differences comprises EUR –14 million (2011: EUR –35 million; 2010: EUR 251 million) related to the share of other comprehensive income of associates.

Reference is made to Note 49 ‘Taxation’ for the disclosure on the income tax effects on each component of the other comprehensive income.

F-6

Consolidated statement of cash flows of ING Group

for the years ended 31 December

amounts in millions of euros		2012		2011		2010
Result before tax			4,154		5,866		3,601
Adjusted for:	– depreciation		777		1,514		1,723
	– deferred acquisition costs and value of business acquired		–484		277		1,159
	– increase in provisions for insurance and investment contracts		–3,174		4,239		4,278
	– addition to loan loss provisions		2,125		1,670		1,751
	– other		5,247		–1,497		3,075
Taxation paid			–745		–1,353		–503
Changes in:	– amounts due from banks, not available on demand		5,272		7,188		–4,333
	– trading assets		7,367		1,754		–14,782
	– non-trading derivatives		–1,779		1,988		–1,590
	– other financial assets at fair value through profit and loss		–2,417		474		832
	– loans and advances to customers		1,387		–23,703		–16,331
	– other assets		–596		–59		2,003
	– amounts due to banks, not payable on demand		–26,459		–6,731		–9,831
	– customer deposits and other funds on deposit		27,718		27,019		21,202
	– trading liabilities		–24,031		–369		9,804
	– other financial liabilities at fair value through profit and loss		–1,376		–207		1
	– other liabilities		–2,246		–3,931		–6,806
Net cash flow from operating activities			–9,260		14,139		–4,747
Investments and advances:	– associates		–26		–140		–165
	– available-for-sale investments		–143,681		–223,544		–163,038
	– held-to-maturity investments						–141
	– real estate investments		–60		–32		–73
	– property and equipment		–423		–499		–527
	– assets subject to operating leases				–1,188		–1,284
	– investments for risk of policyholders		–67,986		–57,130		–52,370
	– other investments		–369		–340		–372
Disposals and redemptions:	– group companies		–6,536		4,120		1,757
	– associates		92		383		232
	– available-for-sale investments		137,418		219,442		154,640
	– held-to-maturity investments		2,308		2,370		2,620
	– real estate investments		290		118		295
	– property and equipment		71		67		96
	– assets subject to operating leases				43		53
	– investments for risk of policyholders		72,201		61,898		54,817
	– loans		7,268		927		105
	– other investments		9		9		6
Net cash flow from investing activities 54			576		6,504		–3,349
Repayments of subordinated loans			–10		–2,356
Proceeds from borrowed funds and debt securities			332,492		428,381		412,804
Repayments of borrowed funds and debt securities			–333,165		–429,997		–405,120
Repayment of non-voting equity securities			–750		–2,000
Repurchase premium (1)			–375		–1,000
Payments to acquire treasury shares			–17				–136
Sales of treasury shares			160		41		92
Net cash flow from financing activities			–1,665		–6,931		7,640
Net cash flow 55			–10,349		13,712		–456
Cash and cash equivalents at beginning of year			34,280		20,768		20,959
Effect of exchange rate changes on cash and cash equivalents			219		–200		265
Cash and cash equivalents at end of year 56			24,150		34,280		20,768

⁽¹⁾  2012 includes the repurchase premium paid on the repayment of EUR 750 million (2011: EUR 2,000 million) non-voting equity securities.

F-7

Consolidated statement of cash flows of ING Group continued

As at 31 December 2012 Cash and cash equivalents includes cash and balances with central banks of EUR 17,657 million (2011: EUR 31,194 million; 2010: EUR 13,072 million). Reference is made to Note 56 ‘Cash and Cash equivalents’.

References relate to the notes starting on page F-32. These form an integral part of the consolidated annual accounts.

F-8

Consolidated statement of changes in equity of ING Group

amounts in millions of euros	Share capital		Share premium		Reserves		Total shareholders’ equity (parent)		Non-voting equity securities		Minority interests		Total equity
Balance as at 1 January 2010		919		16,034		13,948		30,901		5,000		915		36,816
Unrealised revaluations after taxation						2,607		2,607				–4		2,603
Realised gains/losses transferred to profit and loss						86		86						86
Changes in cash flow hedge reserve						475		475						475
Transfer to insurance liabilities/DAC						–1,644		–1,644						–1,644
Exchange rate differences						2,867		2,867				–8		2,859
Other revaluations						2		2				–3		–1
Total amount recognised directly in equity (other comprehensive income)						4,393		4,393				–15		4,378
Net result from continuing and discontinued operations						2,367		2,367				106		2,473
Total comprehensive income						6,760		6,760				91		6,851
Employee stock option and share plans						36		36						36
Changes in the composition of the group												–271		–271
Dividend												–6		–6
Purchase/sale of treasury shares						22		22						22
Balance as at 31 December 2010		919		16,034		20,766		37,719		5,000		729		43,448
Unrealised revaluations after taxation						1,138		1,138				1		1,139
Realised gains/losses transferred to profit and loss						723		723						723
Changes in cash flow hedge reserve						1,124		1,124						1,124
Transfer to insurance liabilities/DAC						–2,004		–2,004						–2,004
Exchange rate differences						–153		–153				–3		–156
Other revaluations												–2		–2
Total amount recognised directly in equity (other comprehensive income)						828		828				–4		824
Net result from continuing and discontinued operations						4,740		4,740				87		4,827
Total comprehensive income						5,568		5,568				83		5,651
Employee stock option and share plans						115		115						115
Repayment of non-voting equity securities										–2,000				–2,000
Repurchase premium						–1,000		–1,000						–1,000
Changes in the composition of the group												–1		–1
Dividend												–34		–34
Purchase/sale of treasury shares						50		50						50
Balance as at 31 December 2011		919		16,034		25,499		42,452		3,000		777		46,229

F-9

Consolidated statement of changes in equity of ING Group continued

amounts in millions of euros	Share capital		Share premium		Reserves		Total shareholders’ equity (parent)		Non-voting equity securities		Minority interests		Total equity
Balance as at 1 January 2012		919		16,034		25,499		42,452		3,000		777		46,229
Unrealised revaluations after taxation						6,940		6,940				9		6,949
Realised gains/losses transferred to profit and loss						–840		–840						–840
Changes in cash flow hedge reserve						718		718				19		737
Transfer to insurance liabilities/DAC						–2,181		–2,181						–2,181
Exchange rate differences						–724		–724				15		–709
Other revaluations												39		39
Total amount recognised directly in equity (other comprehensive income)						3,913		3,913				82		3,995
Net result from continuing and discontinued operations						3,259		3,259				109		3,368
Total comprehensive income						7,172		7,172				191		7,363
Employee stock option and share plans						7		7				1		8
Repayment of non-voting equity securities										–750				–750
Repurchase premium						–375		–375						–375
Changes in the composition of the group												118		118
Dividend												–6		–6
Purchase/sale of treasury shares						255		255						255
Balance as at 31 December 2012		919		16,034		32,558		49,511		2,250		1,081		52,842

Reserves includes Revaluation reserve of EUR 10,476 million (2011: EUR 5,550 million; 2010: EUR 4,752 million), Currency translation reserve of EUR –841 million (2011: EUR 93 million; 2010: EUR 79 million) and Other reserves of EUR 22,923 million (2011: EUR 19,856 million; 2010: EUR 15,935 million). Changes in individual components are presented in Note 13 ‘Shareholders’ equity (parent) non-voting equity securities’.

F-10

Notes to the consolidated financial statements

amounts in million of euros, unless stated otherwise

2.1. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2.1.1. ACCOUNTING POLICIES FOR THE CONSOLIDATED ANNUAL ACCOUNTS OF ING GROUP

AUTHORISATION OF ANNUAL ACCOUNTS

The consolidated annual accounts of ING Groep N.V. for the year ended 31 December 2012 were authorised for issue in accordance with a resolution of the Executive Board on 18 March 2013. The Executive Board may decide to amend the annual accounts as long as these are not adopted by the General Meeting of Shareholders. The General Meeting of Shareholders may decide not to adopt the annual accounts, but may not amend these. ING Groep N.V. is incorporated and domiciled in Amsterdam, the Netherlands. The principal activities of ING Group are described in Item 4 ‘Information on the Company’.

BASIS OF PRESENTATION

ING Group applies International Financial Reporting Standards as issued by the International Accounting Standards Board (‘IFRS-IASB’) for purposes of reporting with U.S. Securities and Exchange Commission (‘SEC’), including financial information contained in this Annual Report on Form 20-F. In the annual accounts the term ‘IFRS-IASB’ is used to refer to International Financial Reporting Standards, including the decisions ING Group made with regard to the options available under IFRS-IASB.

IFRS-IASB provides a number of options in accounting policies. The key areas in which IFRS-IASB allows accounting policy choices, and the related ING accounting policy, are summarised as follows:

• Under IFRS 4, an insurer may continue its existing pre-IFRS accounting policies for insurance contracts, provided that certain minimum requirements are met. Upon adoption of IFRS in 2005, ING Group decided to continue the then existing accounting principles for insurance contracts under IFRS. ING Group operates in many different countries and the accounting principles for insurance contracts follow local practice in these countries. ING’s businesses in the Netherlands apply accounting standards generally accepted in the Netherlands (Dutch GAAP) for its provisions for liabilities under insurance contracts; similarly, ING’s businesses in the United States apply accounting standards generally accepted in the United States (US GAAP);

• ING’s accounting policy for Real estate investments is fair value, with changes in fair value reflected immediately in the profit and loss account;

• ING’s accounting policy for Property for own use is fair value, with changes in fair value reflected in the revaluation reserve in equity (‘Other comprehensive income’). A net negative revaluation on individual properties is reflected immediately in the profit and loss account;

• For defined benefit pension plans, ING’s accounting policy is to defer actuarial gains and losses through the so-called corridor; and

• ING’s accounting policy for joint ventures is proportionate consolidation.

ING Group’s accounting policies under IFRS-IASB and its decision on the options available are included in the section ‘Principles of valuation and determination of results’ below. Except for the options included above, the principles in section ‘Principles of valuation and determination of results’ are IFRS-IASB and do not include other significant accounting policy choices made by ING. The accounting policies that are most significant to ING are included in section ‘Critical accounting policies’.

CHANGES IN 2012

Amendments to IFRS 7 ‘Disclosures – Transfers of Financial Assets’ and Amendments to IAS 12 ‘Deferred tax – Recovery of Underlying Assets’ became effective for ING Group in 2012. Neither of these has a significant effect on ING Group.

In 2012, changes were made to the segment reporting as disclosed in Note 52 ‘Segments’. The presentation of Note 56 ‘Cash and cash equivalents’ was changed to separately present the cash amount included in discontinued operations/businesses held for sale. This change resulted in an increase of Cash and cash equivalents at the beginning of the year of EUR 4,980 million due to inclusion of balances classified as Assets held for sale.

The comparison of balance sheet items between 31 December 2012 and 31 December 2011 is impacted by the disposal of companies as disclosed in Note 31 ‘Companies acquired and companies disposed’ and by the held for sale classification as disclosed in Note 11 ‘Assets and liabilities held for sale’ and Note 26 ‘Discontinued operations’. Changes in assets and liabilities as a result of classification as held for sale are included in the notes in the line ‘Changes in the composition of the group’. In 2012, this relates mainly to ING’s Insurance and investment management businesses in Asia and the reinsured Japan SPVA business in corporate reinsurance (‘Asia’) and ING Direct UK. In 2011, this related mainly to ING Direct USA.

The presentation of, and certain terms used in, the consolidated balance sheet, the consolidated profit and loss account, consolidated statement of cash flows, consolidated statement of changes in equity and certain notes has been changed to provide additional and more relevant information or (for changes in comparative information) to better align with the current period presentation. The impact of these changes is explained in the respective notes when significant.

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Notes to the consolidated financial statements continued

UPCOMING CHANGES IN IFRS-IASB IN 2013

The following new and/or amended IFRS-IASB standards will be implemented by ING Group under IFRS-IASB in the Annual Report on Form 20-F as of 2013:

• Amendments to IAS 19 ‘Employee Benefits’;

• Amendments to IAS 1 ‘Presentation of Financial Statements’;

• Amendments to IFRS 7 ‘Financial instruments: Disclosures’;

• IFRS 10 ‘Consolidated Financial Statements’;

• IFRS 11 ‘Joint Arrangements’ and amendments to IAS 28 ‘Investments in Associates and Joint Ventures’;

• IFRS 12 ‘Disclosure of Interests in Other Entities’; and

• IFRS 13 ‘Fair Value Measurement’.

Amendments to IAS 19 ‘Employee Benefits’

The most significant change of the revised IAS 19 ‘Employee Benefits’ relates to the accounting for defined benefit pension obligations and the corresponding plan assets. The amendments require immediate recognition in Other comprehensive income (i.e. in equity) of changes in the defined benefit obligation and in the fair value of plan assets due to actuarial gains and losses. The deferral of actuarial gains and losses through the ‘corridor approach’, which was applied under the previous version of IAS 19 until the end of 2012, is no longer allowed. As a related consequence, deferred actuarial gains and losses are no longer released to the profit and loss account upon curtailment. Furthermore, the amendments require the expected return on plan assets to be determined using a high-quality corporate bond rate, equal to the discount rate of the defined benefit obligation; currently management’s best estimate is applied. The amendments also introduce a number of other changes and extended disclosure requirements. The implementation of the amendments to IAS 19 results in the recognition of accumulated actuarial gains and losses in equity as at 1 January 2013. As a result, Shareholders’ equity will decrease with EUR 2.6 billion (after tax) at 1 January 2013; more information is provided in Note 21 ‘Other liabilities’. The recognition of actuarial gains and losses in equity will create volatility in equity going forward. In the 2013 consolidated annual accounts, the comparative figures for previous years will be restated to reflect the impact of the amendments to IAS 19.

The impact of changes in IAS 19 as at 1 January 2013 is as follows:

Impact of implementing amendments to IAS 19 as at 1 January 2013

amounts in millions of euros	IAS 19 ‘Employee Benefits’
Assets held for sale
Assets – other		–2,440
Impact on Total assets		–2,440
Liabilities held for sale		4
Liabilities – other		136
Impact on Total liabilities		140
Shareholders’ equity		–2,580
Impact on Total equity and liabilities		–2,440

Amendments to IAS 1 ‘Presentation of Financial Statements’

The amendments to IAS 1 ‘Presentation of Financial Statements’ introduce changes to the presentation in the Statement of Other Comprehensive income, including a split of Other comprehensive income into items that may be recognised in the profit and loss account in future periods and items that will never be recognised in the profit and loss account. There will be no impact on Shareholders’ equity, Net result and/or Other comprehensive income.

Amendments to IFRS 7 ‘Financial instruments: Disclosures’

The amendments to IFRS 7 ‘Financial instruments: Disclosures’ introduce additional disclosures on offsetting (netting) of financial instruments in the balance sheet and on the potential effect of netting arrangements. There will be no impact on Shareholders’ equity, Net result and/or Other comprehensive income.

IFRS 10 ‘Consolidated Financial Statements’

IFRS 10 ‘Consolidated Financial Statements’ introduces amendments to the criteria for consolidation. Similar to the requirements that were applicable until the end of 2012, all entities controlled by ING Group are included in the consolidated annual accounts. However, IFRS 10 redefines control as being exposed to variable returns and having the ability to affect those returns through power over the investee. The implementation of IFRS 10 is expected not to have significant impact on Shareholders’ equity, Net result and/or Other comprehensive income.

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IFRS 11 ‘Joint Arrangements’ and amendments to IAS 28 ‘Investments in Associates and Joint Ventures’

IFRS 11 ‘Joint Arrangements’ and the related amendments to IAS 28 ‘Investments in Associates and Joint Ventures’ eliminate the proportionate consolidation method for joint ventures that was applied by ING. Under the new requirements, all joint ventures will be reported using the equity method of accounting (similar to the accounting that is already applied for Investments in associates). The implementation of IFRS 11 is expected not to have a significant impact on Shareholders’ equity, Net result and/or Other comprehensive income.

IFRS 12 ‘Disclosure of Interests in Other Entities’

IFRS 12 ‘Disclosure of Interests in Other Entities’ introduces extended disclosure requirements for subsidiaries, associates, joint ventures and structured entities. The implementation of IFRS 12 will not have an impact on Shareholders´ equity, Net result and/or Other comprehensive income.

IFRS 13 ‘Fair Value Measurement’

IFRS 13 ‘Fair value measurement’ brings together in one standard all guidance on how to determine fair value. It does not change the scope of assets/liabilities that are measured at fair value. ING Group’s interpretation of fair value measurement is not significantly different from the guidance in IFRS 13. Therefore, the implementation of IFRS 13 ‘Fair Value Measurement’ at 1 January 2013 will not have a significant impact on Shareholders’ equity, Net result and/or Other comprehensive income. In addition, IFRS 13 introduces an extended scope for the disclosure of the fair value hierarchy by level of fair value. ING Group will implement the new requirements as of 2013.

UPCOMING CHANGES IN IFRS-IASB AFTER 2013

The following new standards will become effective for ING Group as at 1 January 2014:

• Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27); and

• Amendments to IAS 32 ‘Presentation – Offsetting Financial Assets and Financial Liabilities’.

The adoption of these new or revised standards is expected not to have a significant impact on Shareholders’ equity, Net result and/or Other comprehensive income.

In 2009, IFRS 9 ‘Financial Instruments’ was issued, which was initially effective as of 2013. However, in December 2011 the International Accounting Standards Board decided to amend this standard and to postpone the mandatory application of IFRS 9 until at least 2015. Implementation of IFRS 9 may have a significant impact on Shareholders’ equity, Net result and/or Other comprehensive income.

RECONCILIATION BETWEEN IFRS-EU AND IFRS-IASB

The published 2012 Annual Accounts of ING Group are prepared in accordance with IFRS-EU. IFRS-EU refers to International Financial Reporting Standards (‘IFRS’) as adopted by the European Union (‘EU’), including the decisions ING Group made with regard to the options available under IFRS as adopted by the EU. IFRS-EU differs from IFRS-IASB in respect of certain paragraphs in IAS 39 ‘Financial Instruments: Recognition and Measurement’ regarding hedge accounting for portfolio hedges of interest rate risk.

Under IFRS-EU, ING Group applies fair value hedge accounting for portfolio hedges of interest rate risk (fair value macro hedges) in accordance with the EU ‘carve out’ version of IAS 39. Under the EU ‘IAS 39 carve-out’, hedge accounting may be applied, in respect of fair value macro hedges, to core deposits and hedge ineffectiveness is only recognised when the revised estimate of the amount of cash flows in scheduled time buckets falls below the original designated amount of that bucket and is not recognised when the revised amount of cash flows in scheduled time buckets is more than the original designated amount. Under IFRS-IASB, hedge accounting for fair value macro hedges can not be applied to core deposits and ineffectiveness arises whenever the revised estimate of the amount of cash flows in scheduled time buckets is either more or less than the original designated amount of that bucket.

This information is prepared by reversing the hedge accounting impacts that are applied under the EU ‘carve out’ version of IAS 39. Financial information under IFRS-IASB accordingly does not take account of the possibility that had ING Group applied IFRS-IASB as its primary accounting framework it might have applied alternative hedge strategies where those alternative hedge strategies could have qualified for IFRS-IASB compliant hedge accounting. These decisions could have resulted in different shareholders’ equity and net result amounts compared to those indicated in this Annual Report on Form 20-F.

Other than for SEC reporting, ING Group intends to continue to prepare its Annual Accounts under IFRS-EU.

A reconciliation between IFRS-EU and IFRS-IASB is included on the next page.

Both IFRS-EU and IFRS-IASB differ in several areas from accounting principles generally accepted in the United States of America (‘US GAAP’).

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Reconciliation shareholders’ equity and net result under IFRS-IASB and IFRS-EU

	Shareholders’ equity						Net result
	2012		2011		2010		2012		2011		2010
In accordance with IFRS-IASB		49,511		42,452		37,719		3,259		4,740		2,367
Adjustment of the EU ‘IAS 39’ carve-out		6,504		5,648		4,265		856		1,383		595
Tax effect of the adjustment		–1,658		–1,437		–1,080		–221		–357		–152
Effect of adjustment after tax		4,846		4,211		3,185		635		1,026		443
In accordance with IFRS-EU		54,357		46,663		40,904		3,894		5,766		2,810

CRITICAL ACCOUNTING POLICIES

ING Group has identified the accounting policies that are most critical to its business operations and to the understanding of its results. These critical accounting policies are those which involve the most complex or subjective decisions or assessments, and relate to insurance provisions, deferred acquisition costs and value of business acquired, the loan loss provision, the determination of the fair values of real estate and financial assets and liabilities, impairments and employee benefits. In each case, the determination of these items is fundamental to the financial condition and results of operations, and requires management to make complex judgements based on information and financial data that may change in future periods. As a result, determinations regarding these items necessarily involve the use of assumptions and subjective judgements as to future events and are subject to change, as the use of different assumptions or data could produce materially different results. For a further discussion of the application of these accounting policies, reference is made to the applicable notes to the consolidated financial statements and the information below under ‘Principles of valuation and determination of results’.

INSURANCE PROVISIONS, DEFERRED ACQUISITION COSTS (DAC) AND VALUE OF BUSINESS ACQUIRED (VOBA)

The establishment of insurance provisions, DAC and VOBA is an inherently uncertain process, involving assumptions about factors such as court decisions, changes in laws, social, economic and demographic trends, inflation, investment returns, policyholder behaviour and other factors, and, in the life insurance business, assumptions concerning mortality and morbidity trends. Specifically, significant assumptions related to these items that could have a material impact on financial results include interest rates, mortality, morbidity, property and casualty claims, investment yields on equity and real estate, foreign currency exchange rates and reserve adequacy assumptions.

The use of different assumptions about these factors could have a material effect on insurance provisions and underwriting expenditure. Changes in assumptions may lead to changes in the insurance provisions over time. Furthermore, some of these assumptions can be volatile.

In addition, the adequacy of insurance provisions, net of DAC and VOBA, is evaluated regularly. The test involves comparing the established insurance provision with current best estimate assumptions about factors such as court decisions, changes in laws, social, economic and demographic trends, inflation, investment returns, policyholder behaviour, mortality and morbidity trends and other factors. The use of different assumptions in this test could lead to a different outcome.

Insurance provisions also include the impact of minimum guarantees which are contained within certain variable annuity products. This impact is dependent upon the difference between the potential minimum benefits payable and the total account balance, expected mortality and surrender rates. The determination of the potential minimum benefits payable also involves the use of assumptions about factors such as inflation, investment returns, policyholder behaviour, and mortality morbidity trends and other factors. The use of different assumptions about these factors could have a material effect on insurance provisions and underwriting expenditure.

The process of defining methodologies and assumptions for insurance provisions, DAC and VOBA is governed by ING Insurance risk management as described in the ‘Risk management’ section.

Reference is made to the ‘Risk management’ section for a sensitivity analysis of net result and shareholders’ equity to insurance, interest rate, equity, foreign currency and real estate risks. These sensitivities are based on changes in assumptions that management considers reasonably likely at the balance sheet date.

LOAN LOSS PROVISIONS

Loan loss provisions are recognised based on an incurred loss model. Considerable judgement is exercised in determining the extent of the loan loss provision (impairment) and is based on the management’s evaluation of the risk in the portfolio, current economic conditions, loss experience in recent years and credit, industry, geographical and concentration trends. Changes in such judgements and analyses may lead to changes in the loan loss provisions over time.

The identification of impairment and the determination of the recoverable amount are an inherently uncertain processes involving various assumptions and factors including the financial condition of the counterparty, expected future cash flows, observable market prices and expected net selling prices.

Future cash flows in a portfolio of financial assets that are collectively evaluated for impairment are estimated on the basis of the contractual cash flows of the assets in the portfolio and historical loss experience for assets with credit risk characteristics similar to those in the portfolio. Historical loss experience is adjusted on the basis of current observable data to reflect the effects of current conditions that did not affect the

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period on which the historical loss experience is based and to remove the effects of conditions in the historical period that do not exist currently. Current observable data may include changes in unemployment rates, property prices and commodity prices. The methodology and assumptions used for estimating future cash flows are reviewed regularly to reduce any differences between loss estimates and actual loss experience.

FAIR VALUES OF REAL ESTATE

Real estate investments are reported at fair value. The fair value of real estate investments is based on regular appraisals by independent qualified valuers. The fair values are established using valuation methods such as: comparable market transactions, capitalisation of income methods or discounted cash flow calculations. The underlying assumption used in the valuation is that the properties are let or sold to third parties based on the actual letting status. The discounted cash flow analyses and capitalisation of income method are based on calculations of the future rental income in accordance with the terms in existing leases and estimations of the rental values for new leases when leases expire and incentives like rental free periods. The cash flows are discounted using market based interest rates that reflect appropriately the risk characteristics of real estate.

Market conditions in recent years have led to a reduced level of real estate transactions. Transaction values were significantly impacted by low volumes of actual transactions. As a result comparable market transactions have been used less in valuing ING’s real estate investments by independent qualified valuers. More emphasis has been placed on discounted cash flow analysis and capitalisation of income method.

The valuation of real estate involves various assumptions and techniques. The use of different assumptions and techniques could produce significantly different valuations. To illustrate the uncertainty of our real estate investments valuation, a sensitivity analysis on the changes in fair value of real estate is provided in the ‘Risk management’ section.

FAIR VALUES OF FINANCIAL ASSETS AND LIABILITIES

Fair values of financial assets and liabilities are determined using quoted market prices where available. Such quoted market prices are primarily obtained from exchange prices for listed instruments. Where an exchange price is not available, market prices may be obtained from independent market vendors, brokers or market makers. In general, positions are valued taking the bid price for a long position and the offer price for a short position. In some cases where positions are marked at mid-market prices, a fair value adjustment is calculated.

When markets are less liquid there may be a range of prices for the same security from different price sources, selecting the most appropriate price requires judgement and could result in different estimates of fair value.

For certain financial assets and liabilities quoted market prices are not available. For these financial assets and liabilities, fair value is determined using valuation techniques. These valuation techniques range from discounting of cash flows to valuation models, where relevant pricing factors including the market price of underlying reference instruments, market parameters (volatilities, correlations and credit ratings) and customer behaviour are taken into account. All valuation techniques used are subject to internal review and approval. Most data used in these valuation techniques are validated on a daily basis.

Valuation techniques are subjective in nature and significant judgement is involved in establishing fair values for certain financial assets and liabilities. Valuation techniques involve various assumptions regarding pricing factors. The use of different valuation techniques and assumptions could produce significantly different estimates of fair value.

Price testing is performed to assess whether the process of valuation has led to an appropriate fair value of the position and to an appropriate reflection of these valuations in the profit and loss account. Price testing is performed to minimise the potential risks for economic losses due to incorrect or misused models.

Reference is made to Note 35 ‘Fair value of financial assets and liabilities’ and the ‘Risk management’ section for the basis of the determination of the fair value of financial instruments and related sensitivities.

IMPAIRMENTS

Impairment evaluation is a complex process that inherently involves significant judgements and uncertainties that may have a significant impact on ING Group’s consolidated financial statements. Impairments are especially relevant in two areas: Available-for-sale debt and equity securities and Goodwill/Intangible assets.

All debt and equity securities (other than those carried at fair value through profit and loss) are subject to impairment testing every reporting period. The carrying value is reviewed in order to determine whether an impairment loss has been incurred. Evaluation for impairment includes both quantitative and qualitative considerations. For debt securities, such considerations include actual and estimated incurred credit losses indicated by payment default, market data on (estimated) incurred losses and other current evidence that the issuer may be unlikely to pay amounts when due. Equity securities are impaired when management believes that, based on (the combination of) a significant or prolonged decline of the fair value below the acquisition price, there is sufficient reason to believe that the acquisition cost may not be recovered. ‘Significant’ and ‘prolonged’ are interpreted on a case-by-case basis for specific equity securities. Generally 25% and 6 months are used as triggers. Upon impairment, the full difference between the (acquisition) cost and fair value is removed from equity and recognised in net result. Impairments on debt securities may be reversed if there is a decrease in the amount of the impairment which can be objectively related to an observable event. Impairments on equity securities cannot be reversed.

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Impairments on other debt instruments (Loans and held-to-maturity investments) are part of the loan loss provision as described above.

Impairment reviews with respect to goodwill and intangible assets are performed at least annually and more frequently if events indicate that impairments may have occurred. Goodwill is tested for impairment by comparing the carrying value (including goodwill) of the reporting unit to the best estimate of the recoverable amount of that reporting unit. The carrying value is determined as the IFRS-IASB net asset value including goodwill. The recoverable amount is estimated as the higher of fair value less cost to sell and value in use. Several methodologies are applied to arrive at the best estimate of the recoverable amount. A reporting unit is the lowest level at which goodwill is monitored. Intangible assets are tested for impairment by comparing the carrying value with the best estimate of the recoverable amount.

The identification of impairment is an inherently uncertain process involving various assumptions and factors, including financial condition of the counterparty, expected future cash flows, statistical loss data, discount rates, observable market prices, etc. Estimates and assumptions are based on management’s judgement and other information available prior to the issuance of the financial statements. Significantly different results can occur as circumstances change and additional information becomes known.

EMPLOYEE BENEFITS

Group companies operate various defined benefit retirement plans covering a significant number of ING’s employees.

The liability recognised in the balance sheet in respect of the defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of the plan assets, together with adjustments for unrecognised actuarial gains and losses, and unrecognised past service costs.

The determination of the defined benefit plan liability is based on internal and external actuarial models and calculations. The defined benefit obligation is calculated using the projected unit credit method. Inherent in these actuarial models are assumptions including discount rates, rates of increase in future salary and benefit levels, mortality rates, trend rates in health care costs, consumer price index, and the expected return on plan assets. The assumptions are based on available market data and the historical performance of plan assets, and are updated annually.

The actuarial assumptions may differ significantly from the actual results due to changes in market conditions, economic and mortality trends, and other assumptions. Any changes in these assumptions could have a significant impact on the defined benefit plan liabilities and future pension costs. The effects of changes in actuarial assumptions and experience adjustments are not recognised in the profit and loss account unless the accumulated changes exceed 10% of the greater of the defined benefit obligation and the fair value of the plan assets. If such is the case the excess is then amortised over the employees’ expected average remaining working lives. Reference is made to Note 21 ‘Other liabilities’ for the weighted averages of basic actuarial assumptions in connection with pension and other post-employment benefits.

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PRINCIPLES OF VALUATION AND DETERMINATION OF RESULTS

CONSOLIDATION

ING Group (‘the Group’) comprises ING Groep N.V. (‘the Company’), ING Verzekeringen N.V., ING Bank N.V. and all other subsidiaries. The consolidated financial statements of ING Group comprise the accounts of ING Groep N.V. and all entities in which it either owns, directly or indirectly, more than half of the voting power or over which it has control of their operating and financial policies through situations including, but not limited to:

• Ability to appoint or remove the majority of the board of directors;

• Power to govern such policies under statute or agreement; and

• Power over more than half of the voting rights through an agreement with other investors.

A list of principal subsidiaries is included in Note 30 ‘Principal subsidiaries’.

The existence and effect of potential voting rights that are currently exercisable or convertible are considered in assessing whether the Group controls another entity. For interests in investment vehicles, the existence of control is determined taking into account both ING Group’s financial interests for own risk and its role as investment manager.

The results of the operations and the net assets of subsidiaries are included in the profit and loss account and the balance sheet from the date control is obtained until the date control is lost. On disposal, the difference between the sales proceeds, net of directly attributable transaction costs, and the net assets is included in net result.

A subsidiary which ING Group has agreed to sell but is still legally owned by ING Group may still be controlled by ING Group at the balance sheet date and, therefore, still be included in the consolidation. Such a subsidiary may be presented as a held for sale disposal group if certain conditions are met.

All intercompany transactions, balances and unrealised surpluses and deficits on transactions between group companies are eliminated. Where necessary, the accounting policies used by subsidiaries are changed to ensure consistency with group policies. In general, the reporting dates of subsidiaries are the same as the reporting date of ING Groep N.V.

ING Groep N.V. and its Dutch group companies are subject to legal restrictions regarding the amount of dividends they can pay to their shareholders. The Dutch Civil Code contains the restriction that dividends can only be paid up to an amount equal to the excess of the company’s own funds over the sum of the paid-up capital and reserves required by law. Additionally, certain Group companies are subject to restrictions on the amount of funds they may transfer in the form of dividends, or otherwise, to the parent company.

Furthermore, in addition to the restrictions in respect of minimum capital requirements that are imposed by industry regulators in the countries in which the subsidiaries operate, other limitations exist in certain countries.

ING Group’s interests in jointly controlled entities are accounted for using proportionate consolidation. ING Group proportionately consolidates its share of the joint ventures’ individual income and expenses, assets and liabilities, and cash flows on a line-by-line basis with similar items in ING Group’s financial statements. ING Group recognises the portion of gains or losses on the sale of assets to the joint venture that is attributable to the other venturers. ING Group does not recognise its share of profits or losses from the joint venture that results from the purchase of assets by ING Group from the joint venture until it resells the assets to a third party. However, if a loss on the transaction provides evidence of a reduction in the net realisable value of current assets or an impairment loss, the loss is recognised immediately.

Disposal groups held for sale and discontinued operations

Disposal groups held for sale are measured at the lower of their carrying amount or fair value less cost to sell. Disposal groups (and groups of non-current assets) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This is only the case when the sale is highly probable and the disposal group (or group of assets) is available for immediate sale in its present condition; management must be committed to the sale, which is expected to occur within one year from the date of classification as held for sale. When a group of assets that is classified as held for sale represents a major line of business or geographical area the disposal group classifies as discontinued operations. In the consolidated profit and loss account, the income and expenses from discontinued operations are reported separately from income and expenses from continuing operations, down to the level of result after tax for both the current and for comparative years.

USE OF ESTIMATES AND ASSUMPTIONS

The preparation of the consolidated financial statements necessitates the use of estimates and assumptions. These estimates and assumptions affect the reported amounts of the assets and liabilities and the amounts of the contingent liabilities at the balance sheet date, as well as reported income and expenses for the year. The actual outcome may differ from these estimates.

The process of setting assumptions is subject to internal control procedures and approvals, and takes into account internal and external studies, industry statistics, environmental factors and trends, and regulatory requirements.

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SEGMENT REPORTING

A segment is a distinguishable component of the Group, engaged in providing products or services, subject to risks and returns that are different from those of other segments. A geographical area is a distinguishable component of the Group engaged in providing products or services within a particular economic environment that is subject to risks and returns that are different from those of segments operating in other economic environments. The geographical analyses are based on the location of the office from which the transactions are originated.

ANALYSIS OF INSURANCE BUSINESS

Where amounts in respect of insurance business are analysed into ‘life’ and ‘non-life’, health and disability insurance business which is similar in nature to life insurance business is included in ‘life’.

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in euros, which is ING Group’s functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rate prevailing at the date of the transactions. Exchange rate differences resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account, except when deferred in equity as part of qualifying cash flow hedges or qualifying net investment hedges.

Exchange rate differences on non-monetary items, measured at fair value through profit and loss, are reported as part of the fair value gain or loss. Non-monetary items are retranslated at the date fair value is determined. Exchange rate differences on non-monetary items measured at fair value through the revaluation reserve are included in the revaluation reserve in equity.

Exchange rate differences in the profit and loss account are generally included in Net trading income. Reference is made to Note 42 ‘Net trading income’, which discloses the amounts included in the profit and loss account. Exchange rate differences relating to the disposal of available-for-sale debt and equity securities are considered to be an inherent part of the capital gains and losses recognised in Investment income. As mentioned below in Group companies relating to the disposals of group companies, any exchange rate difference deferred in equity is recognised in the profit and loss account in Result on disposals of group companies. Reference is also made to Note 13 ‘Shareholders’ equity (parent)/non-voting equity securities’, which discloses the amounts included in the profit and loss account.

Group companies

The results and financial positions of all group companies that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

• Assets and liabilities included in each balance sheet are translated at the closing rate at the date of that balance sheet;

• Income and expenses included in each profit and loss account are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

• All resulting exchange rate differences are recognised in a separate component of equity.

On consolidation, exchange rate differences arising from the translation of a monetary item that forms part of the net investment in a foreign operation, and of borrowings and other instruments designated as hedges of such investments, are taken to shareholders’ equity. When a foreign operation is sold, the corresponding exchange rate differences are recognised in the profit and loss account as part of the gain or loss on sale.

Goodwill and fair value adjustments arising from the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the exchange rate prevailing at the balance sheet date.

FAIR VALUES OF FINANCIAL ASSETS AND LIABILITIES

The fair values of financial instruments are based on quoted market prices at the balance sheet date where available. The quoted market price used for financial assets held by the Group is the current bid price; the quoted market price used for financial liabilities is the current ask price.

The fair value of financial instruments that are not traded in an active market are determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date.

Reference is made to Note 35 ‘Fair value of financial assets and liabilities’ for the basis of the determination of the fair value of financial instruments.

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Notes to the consolidated financial statements continued

RECOGNITION AND DERECOGNITION OF FINANCIAL INSTRUMENTS

Recognition of financial assets

All purchases and sales of financial assets classified as fair value through profit and loss (excluding investments for risk of policyholders), held-to-maturity and available-for-sale that require delivery within the time frame established by regulation or market convention (‘regular way’ purchases and sales) are recognised at trade date, which is the date on which the Group commits to purchase or sell the asset. Loans and receivables are recognised at settlement date, which is the date on which the Group receives and investments for risk of policyholders or delivers the asset.

Derecognition of financial assets

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or where the Group has transferred substantially all risks and rewards of ownership. If the Group neither transfers nor retains substantially all the risks and rewards of ownership of a financial asset, it derecognises the financial asset if it no longer has control over the asset.

Financial liabilities

Debt securities in issue are recognised and derecognised at trade date.

Realised gains and losses on investments

Realised gains and losses on investments are determined as the difference between the sale proceeds and (amortised) cost. For equity securities, the cost is determined using a weighted average per portfolio. For debt securities, the cost is determined by specific identification.

CLASSIFICATION OF FINANCIAL INSTRUMENTS

Financial assets at fair value through profit and loss

Financial assets at fair value through profit and loss include equity securities, debt securities, derivatives, loans and receivables and other, and comprise the following sub-categories: trading assets, non-trading derivatives, financial assets designated at fair value through profit and loss by management and investments for risk of policyholders.

A financial asset is classified as at fair value through profit and loss if acquired principally for the purpose of selling in the short term or if designated by management as such. Management will make this designation only if this eliminates a measurement inconsistency or if the related assets and liabilities are managed on a fair value basis.

Investments for risk of policyholders are investments against insurance liabilities for which all changes in fair value of invested assets are offset by similar changes in insurance liabilities.

Transaction costs on initial recognition are expensed as incurred. Interest income from debt securities and loans and receivables classified as at fair value through profit and loss is recognised in Interest income banking operations and Investment income in the profit and loss account, using the effective interest method.

Dividend income from equity instruments classified as at fair value through profit and loss is generally recognised in Investment income in the profit and loss account when dividend has been declared. Investment result from investments for risk of policyholders is recognised in investment result for risk of policyholders. For derivatives reference is made to the ‘Derivatives and hedge accounting’ section. For all other financial assets classified as at fair value through profit and loss changes in fair value are recognised in Net trading income.

Investments

Investments (including loans quoted in active markets) are classified either as held-to-maturity or available-for-sale and are initially recognised at fair value plus transaction costs. Investment debt securities and loans quoted in active markets with fixed maturity where management has both the intent and the ability to hold to maturity are classified as held-to-maturity. Investment securities and actively traded loans intended to be held for an indefinite period of time, which may be sold in response to needs for liquidity or changes in interest rates, exchange rates or equity prices, are classified as available-for-sale.

Available-for-sale financial assets

Available-for-sale financial assets include available-for-sale debt securities and available-for-sale equity securities. Available-for-sale financial assets are initially recognised at fair value plus transaction costs. For available-for-sale debt securities, the difference between cost and redemption value is amortised. Interest income is recognised using the effective interest method. Available-for-sale financial assets are subsequently measured at fair value. Interest income from debt securities classified as available-for-sale is recognised in Interest income banking operations and Investment income in the profit and loss account. Dividend income from equity instruments classified as available-for-sale is generally recognised in Investment income in the profit and loss account when the dividend has been declared. Unrealised gains and losses arising from changes in the fair value are recognised in equity. When the securities are disposed of, the related accumulated fair value adjustments are included in the profit and loss account as Investment income. For impairments of available-for-sale financial assets reference is made to the section ‘Impairments of other financial assets’. Investments in prepayment sensitive securities such as Interest-Only and Principal-Only strips are generally classified as available-for-sale.

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Notes to the consolidated financial statements continued

Held-to-maturity investments

Non-derivative financial assets with fixed or determinable payments and fixed maturity for which the Group has the positive intent and ability to hold to maturity and which are designated by management as held-to-maturity assets are initially recognised at fair value plus transaction costs. Subsequently, they are carried at amortised cost using the effective interest method less any impairment losses. Interest income from debt securities classified as held-to-maturity is recognised in Interest income in the profit and loss account using the effective interest method. Held-to-maturity investments include only debt securities.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are initially recognised at fair value plus transaction costs. Subsequently, they are carried at amortised cost using the effective interest method less any impairment losses. Loans and receivables include Cash and balances with central banks, Amounts due from banks, Loans and advances to customers and Other assets and are reflected in these balance sheet lines. Interest income from loans and receivables is recognised in Interest income and Investment income in the profit and loss account using the effective interest method.

Credit risk management classification

Credit risk management disclosures are provided in the section ‘Risk management’. The relationship between credit risk classifications in that section and the consolidated balance sheet classifications above is explained below:

• Lending risk arises when ING Group grants a loan to a customer, or issues guarantees on behalf of a customer and mainly relates to the balance sheet classification Loans and advances to customers and off balance sheet items e.g. obligations under financial guarantees and letters of credit;

• Investment risk comprises the credit default and migration risk that is associated with ING Group’s investment portfolio and mainly relates to the balance sheet classification Investments (available-for-sale and held-to-maturity);

• Money market risk arises when ING Group places short term deposits with a counterparty in order to manage excess liquidity and among others relates to the balance sheet classifications Amounts due from banks and Loans and advances to customers;

• Pre-settlement risk arises when a counterparty defaults on a transaction before settlement and ING Group has to replace the contract by a trade with another counterparty at the then prevailing (possibly unfavourable) market price. The pre-settlement risk classification mainly relates to the balance sheet classification Financial assets at fair value through profit and loss (trading assets and non-trading derivatives) and to securities financing; and

• Settlement risk arises when there is an exchange of value (funds, instruments or commodities) for the same or different value dates and receipt is not verified or expected until ING Group has paid or delivered its side of the trade. Settlement risk mainly relates to the risk arising on disposal of financial instruments that are classified in the balance sheet as Financial assets at fair value through profit and loss (trading assets and non-trading derivatives) and Investments (available-for-sale and held-to-maturity).

Maximum credit risk exposure

The maximum credit risk exposure for items on the balance sheet is generally the carrying value for the relevant financial assets. For the off-balance sheet items the maximum credit exposure is the maximum amount that could be required to be paid. Reference is made to Note 28 ‘Contingent liabilities and commitments’ for these off-balance sheet items. Collateral received is not taken into account when determining the maximum credit risk exposure.

The manner in which ING Group manages credit risk and determines credit risk exposures for that purpose is explained in the ‘Risk management’ section.

DERIVATIVES AND HEDGE ACCOUNTING

Derivatives are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently measured at fair value. Fair values are obtained from quoted market prices in active markets, including recent market transactions and valuation techniques (such as discounted cash flow models and option pricing models), as appropriate. All derivatives are carried as assets when their fair value is positive and as liabilities when their fair values are negative.

Some credit protection contracts that take the legal form of a derivative, such as certain credit default swaps, are accounted for as financial guarantees.

Certain derivatives embedded in other contracts are measured as separate derivatives when their economic characteristics and risks are not closely related to those of the host contract, the host contract is not carried at fair value through profit and loss, and if a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative. These embedded derivatives are measured at fair value with changes in fair value recognised in the profit and loss account. An assessment is carried out when the Group first becomes party to the contract. A reassessment is carried out only when there is a change in the terms of the contract that significantly modifies the expected cash flows.

The method of recognising the resulting fair value gain or loss depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged. The Group designates certain derivatives as hedges of the fair value of recognised assets or liabilities or firm commitments (fair value hedge), hedges of highly probable future cash flows attributable to a recognised asset or liability or a forecast transaction (cash flow hedge), or hedges of a net investment in a foreign operation. Hedge accounting is used for derivatives designated in this way provided certain criteria are met.

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At the inception of the transaction ING Group documents the relationship between hedging instruments and hedged items, its risk management objective, together with the methods selected to assess hedge effectiveness. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of the hedged items.

Fair value hedges

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in the profit and loss account, together with fair value adjustments to the hedged item attributable to the hedged risk. If the hedge relationship no longer meets the criteria for hedge accounting, the cumulative adjustment of the hedged item is, in the case of interest bearing instruments, amortised through the profit and loss account over the remaining term of the original hedge or recognised directly when the hedged item is derecognised. For non-interest bearing instruments, the cumulative adjustment of the hedged item is recognised in the profit and loss account only when the hedged item is derecognised.

Cash flow hedges

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in the profit and loss account. Amounts accumulated in equity are recycled to the profit and loss account in the periods in which the hedged item affects net result. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the profit and loss account. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is transferred immediately to the profit and loss account.

Net investment hedges

Hedges of net investments in foreign operations are accounted for in a similar way to cash flow hedges. Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in equity and the gain or loss relating to the ineffective portion is recognised immediately in the profit and loss account. Gains and losses accumulated in equity are included in the profit and loss account when the foreign operation is disposed.

Non-trading derivatives that do not qualify for hedge accounting

Derivative instruments that are used by the Group as part of its risk management strategies, but which do not qualify for hedge accounting under ING Group’s accounting policies, are presented as non-trading derivatives. Non-trading derivatives are measured at fair value with changes in the fair value taken to the profit and loss account.

OFFSETTING OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES

Financial assets and financial liabilities are offset, and the net amount reported, in the balance sheet when the Group has a current legally enforceable right to set off the recognised amounts and intends to either settle on a net basis or to realise the asset and settle the liability simultaneously. Offsetting is applied to certain interest rate swaps for which the services of a central clearing house are used. Furthermore, offsetting is also applied to certain current accounts for which the product features and internal procedures allow net presentation under IFRS-IASB.

REPURCHASE TRANSACTIONS AND REVERSE REPURCHASE TRANSACTIONS

Securities sold subject to repurchase agreements (‘repos’) are retained in the consolidated financial statements. The counterparty liability is included in Amounts due to banks, Other borrowed funds, Customer deposits and other funds on deposit, or Trading as appropriate.

Securities purchased under agreements to resell (‘reverse repos’) are recognised as Loans and advances to customers or Amounts due from banks, as appropriate. The difference between the sale and repurchase price is treated as interest and amortised over the life of the agreement using the effective interest method.

IMPAIRMENTS OF LOANS AND ADVANCES TO CUSTOMERS (LOAN LOSS PROVISIONS)

ING Group assesses periodically and at each balance sheet date whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred if, and only if, there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset, but before the balance sheet date, (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. The following circumstances, among others, are considered objective evidence that a financial asset or group of assets is impaired:

• The borrower has sought or has been placed in bankruptcy or similar protection and this leads to the avoidance of or delays in repayment of the financial asset;

• The borrower has failed in the repayment of principal, interest or fees and the payment failure has remained unsolved for a certain period;

• The borrower has demonstrated significant financial difficulty, to the extent that it will have a negative impact on the expected future cash flows of the financial asset;

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• The credit obligation has been restructured for non-commercial reasons. ING Group has granted concessions, for economic or legal reasons relating to the borrower’s financial difficulty, the effect of which is a reduction in the expected future cash flows of the financial asset; and

• Historical experience, updated for current events where necessary, provides evidence that a proportion of a group of assets is impaired although the related events that represent impairment triggers are not yet captured by the Group’s credit risk systems.

In certain circumstances ING grants borrowers postponement and/or reduction of loan principal and/or interest payments for a temporary period of time to maximise collection opportunities and, if possible, avoid default, foreclosure or repossession. When such postponement and/or reduction of loan principal and/or interest payments is executed based on credit concerns it is also referred to as ‘forbearance’. In general, forbearance represents an impairment trigger under IFRS. In such cases, the net present value of the postponement and/or reduction of loan and/or interest payments is taken into account in the determination of the appropriate level of Loan loss provisioning as described below. If the forbearance results in a substantial modification of the terms of the loan, the original loan is derecognised and a new loan is recognised at its fair value at the modification date.

The Group does not consider events that may be expected to occur in the future as objective evidence, and consequently they are not used as a basis for concluding that a financial asset or group of assets is impaired.

In determining the impairment, expected future cash flows are estimated on the basis of the contractual cash flows of the assets in the portfolio and historical loss experience for assets with credit risk characteristics similar to those in the portfolio. Historical loss experience is adjusted on the basis of current observable data to reflect the effects of current conditions that did not affect the period on which the historical loss experience is based and to remove the effects of conditions in the historical period that do not currently exist. Losses expected as a result of future events, no matter how likely, are not recognised.

The Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, and then individually or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognised are not included in a collective assessment of impairment.

If there is objective evidence that an impairment loss on an asset carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account (‘Loan loss provision’) and the amount of the loss is recognised in the profit and loss account under ‘Addition to loan loss provision’. If the asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For the purposes of a collective evaluation of impairment, financial assets are grouped on the basis of similar credit risk characteristics. Those characteristics are relevant to the estimation of future cash flows for groups of such assets by being indicative of the debtors’ ability to pay all amounts due according to the contractual terms of the assets being evaluated. The collective evaluation of impairment includes the application of a ‘loss confirmation period’ to default probabilities. The loss confirmation period is a concept which recognises that there is a period of time between the emergence of impairment triggers and the point in time at which those events are captured by the Group’s credit risk systems. Accordingly, the application of the loss confirmation period ensures that impairments that are incurred but not yet identified are adequately reflected in the Group’s loan loss provision. Although the loss confirmation periods are inherently uncertain, the Group applies estimates to sub-portfolios (e.g. large corporations, small and medium size enterprises and retail portfolios) that reflect factors such as the frequency with which customers in the sub-portfolio disclose credit risk sensitive information and the frequency with which they are subject to review by the Group’s account managers. Generally, the frequency increases in relation to the size of the borrower. Loss confirmation periods are based on historical experience and are validated, and revised where necessary, through regular back-testing to ensure that they reflect recent experience and current events.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s credit rating), the previously recognised impairment loss is reversed by adjusting the provision. The amount of the reversal is recognised in the profit and loss account.

When a loan is uncollectable, it is written off against the related loan loss provision. Such loans are written off after all the necessary procedures have been completed and the amount of the loss has been determined. Subsequent recoveries of amounts previously written off are recognised in the profit and loss account.

In most Retail portfolios, ING Bank has a write-off policy that requires 100% provision for all retail exposure after 2 years (3 years for mortgages) following the last default date.

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IMPAIRMENT OF OTHER FINANCIAL ASSETS

At each balance sheet date, the Group assesses whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the specific case of equity investments classified as available-for-sale, (the combination of) a significant or prolonged decline in the fair value of the security below its cost is considered in determining whether the assets are impaired. ‘Significant’ and ‘prolonged’ are interpreted on a case-by-case basis for specific equity securities; generally 25% and 6 months are used as triggers. If any objective evidence exists for available-for-sale debt and equity investments, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in net result – is removed from equity and recognised in the profit and loss account. Impairment losses recognised on equity instruments can never be reversed. If, in a subsequent period, the fair value of a debt instrument classified as available-for-sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in the profit and loss account, the impairment loss is reversed through the profit and loss account.

INVESTMENTS IN ASSOCIATES

Associates are all entities over which the Group has significant influence but not control. Significant influence generally results from a shareholding of between 20% and 50% of the voting rights, but also is the ability to participate in the financial and operating policies through situations including, but not limited to one or more of the following:

• Representation on the board of directors;

• Participation in the policymaking process; and

• Interchange of managerial personnel.

Investments in associates are initially recognised at cost and subsequently accounted for using the equity method of accounting.

The Group’s investment in associates (net of any accumulated impairment loss) includes goodwill identified on acquisition. The Group’s share of its associates’ post-acquisition profits or losses is recognised in the profit and loss account, and its share of post-acquisition changes in reserves is recognised in equity. The cumulative post-acquisition changes are adjusted against the carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless they provide evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group. The reporting dates of all material associates are consistent with the reporting date of the Group.

For interests in investment vehicles the existence of significant influence is determined taking into account both the Group’s financial interests for own risk and its role as investment manager.

REAL ESTATE INVESTMENTS

Real estate investments are recognised at fair value at the balance sheet date. Changes in the carrying amount resulting from revaluations are recognised in the profit and loss account. On disposal the difference between the sale proceeds and carrying value is recognised in the profit and loss account.

The fair value of real estate investments is based on regular appraisals by independent qualified valuers. For each reporting period every property is valued either by an independent valuer or internally. Indexation is used when a property is valued internally. The index is based on the results of the independent valuations carried out in that period. Market transactions and disposals made by ING Group are monitored as part of the validation procedures to test the indexation methodology. Valuations performed earlier in the year are updated if necessary to reflect the situation at the year-end. All properties are valued independently at least every five years and more frequently if necessary.

The fair values represent the estimated amount for which the property could be exchanged on the date of valuation between a willing buyer and willing seller in an at-arm’s-length transaction after proper marketing wherein the parties each acted knowledgeably, prudently and without compulsion. Fair values are based on appraisals using valuation methods such as: comparable market transactions, capitalisation of income methods or discounted cash flow calculations. The underlying assumption used in the valuation is that the properties are let or sold to third parties based on the actual letting status. The discounted cash flow analyses and capitalisation of income method are based on calculations of the future rental income in accordance with the terms in existing leases and estimations of the rental values for new leases when leases expire and incentives like rent free periods. The cash flows are discounted using market based interest rates that reflect appropriately the risk characteristics of real estate.

ING Group owns a real estate portfolio, diversified by region, by investment segment (Office, Retail and Residential) and by investment type (Core, Value Add and Opportunistic). The valuation of different investments is performed using different discount rates (‘yields’), dependent on specific characteristics of each property, including occupancy, quality of rent payments and specific local market circumstances. For ING’s main direct properties in its main locations, the yields applied in the 2012 year-end valuation generally are in the range of 6% to 9%.

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The valuation of real estate investments takes (expected) vacancies into account. Occupancy rates differ significantly from investment to investment.

For real estate investments held through (minority shares in) real estate investment funds, the valuations are performed under the responsibility of the funds’ asset manager.

Subsequent expenditures are recognised as part of the asset’s carrying amount only when it is probable that future economic benefits associated with the item will flow to ING Group and the cost can be measured reliably. All other repairs and maintenance costs are recognised in the profit and loss account.

PROPERTY AND EQUIPMENT

Property in own use

Land and buildings held for own use are stated at fair value at the balance sheet date. Increases in the carrying amount arising on revaluation of land and buildings held for own use are credited to the revaluation reserve in shareholders’ equity. Decreases in the carrying amount that offset previous increases of the same asset are charged against the revaluation reserve directly in equity; all other decreases are charged to the profit and loss account. Increases that reverse a revaluation decrease on the same asset previously recognised in net result are recognised in the profit and loss account. Depreciation is recognised based on the fair value and the estimated useful life (in general 20-50 years). Depreciation is calculated on a straight-line basis. On disposal the related revaluation reserve is transferred to retained earnings.

The fair values of land and buildings are based on regular appraisals by independent qualified valuers or internally, similar to appraisals of real estate investments. Subsequent expenditure is included in the asset’s carrying amount when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

Property obtained from foreclosures

Property obtained from foreclosures is stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. Property obtained from foreclosures is included in Other assets – Property development and obtained from foreclosures.

Property development

Property developed and under development for which ING Group has the intention to sell the property after its completion is included in Other assets – Property development and obtained from foreclosures.

Property developed and under development for which ING Group has the intention to sell the property under development after its completion and where there is not yet a specifically negotiated contract is measured at direct construction cost incurred up to the balance sheet date, including borrowing costs incurred during construction and ING Group’s own directly attributable development and supervision expenses less any impairment losses. Profit is recognised using the completed contract method (on sale date of the property). Impairment is recognised if the estimated selling price in the ordinary course of business, less applicable variable selling expenses is lower than carrying value.

Property under development for which ING Group has the intention to sell the property under development after its completion and where there is a specifically negotiated contract is valued using the percentage of completion method (pro rata profit recognition). The stage of completion is measured by reference to costs incurred to date as percentage of total estimated costs for each contract.

Property under development is stated at fair value (with changes in fair value recognised in the profit and loss account) if ING Group has the intention to recognise the property under development after completion as real estate investments.

Equipment

Equipment is stated at cost less accumulated depreciation and any impairment losses. The cost of the assets is depreciated on a straight line basis over their estimated useful lives, which are generally as follows: for data processing equipment two to five years, and four to ten years for fixtures and fittings. Expenditure incurred on maintenance and repairs is recognised in the profit and loss account as incurred. Expenditure incurred on major improvements is capitalised and depreciated.

Assets under operating leases

Assets leased out under operating leases in which ING Group is the lessor are stated at cost less accumulated depreciation and any impairment losses. The cost of the assets is depreciated on a straight-line basis over the lease term. Reference is made to the section ‘Leases’.

Disposals

The difference between the proceeds on disposal and net carrying value is recognised in the profit and loss account under Other income.

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Borrowing costs

Borrowing costs incurred for the construction of any qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use. Borrowing costs are determined at the weighted average cost of capital of the project.

LEASES

The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement at inception date.

ING Group as the lessee

The leases entered into by ING Group are primarily operating leases. The total payments made under operating leases are recognised in the profit and loss account on a straight-line basis over the period of the lease.

When an operating lease is terminated before the lease period has expired, any penalty payment to be made to the lessor is recognised as an expense in the period in which termination takes place.

ING Group as the lessor

When assets are held subject to a finance lease, the present value of the lease payments is recognised as a receivable under Loans and advances to customers or Amounts due from banks. The difference between the gross receivable and the present value of the receivable is unearned lease finance income. Lease income is recognised over the term of the lease using the net investment method (before tax), which reflects a constant periodic rate of return. When assets are held subject to an operating lease, the assets are included under Assets under operating leases.

ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS

Acquisitions and goodwill

ING Group’s acquisitions are accounted for using the acquisition method of accounting. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued in exchange for control of the acquiree. Goodwill, being the difference between the cost of the acquisition (including assumed debt) and the Group’s interest in the fair value of the acquired assets, liabilities and contingent liabilities as at the date of acquisition, is capitalised as an intangible asset. The results of the operations of the acquired companies are included in the profit and loss account from the date control is obtained.

Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in the fair value of contingent consideration classified as an asset or liability are accounted for in accordance with relevant IFRSs, taking into account the initial accounting period below. Changes in the fair value of the contingent consideration classified as equity are not recognised.

Where a business combination is achieved in stages, ING Group’s previously held interests in the assets and liabilities of the acquired entity are remeasured to fair value at the acquisition date (i.e. the date ING Group obtains control) and the resulting gain or loss, if any, is recognised in the profit and loss account. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to the profit and loss account, where such treatment would be appropriate if that interest were disposed of. Acquisition-related costs are recognised in the profit and loss account as incurred and presented in the profit and loss account as Other operating expenses.

Until 2009, before IFRS 3 ‘Business Combinations’ was revised, the accounting of previously held interests in the assets and liabilities of the acquired entity were not remeasured at the acquisition date and the acquisition-related costs were considered to be part of the total consideration.

The initial accounting for the fair value of the net assets of the companies acquired during the year may be determined only provisionally as the determination of the fair value can be complex and the time between the acquisition and the preparation of the Annual Accounts can be limited. The initial accounting shall be completed within a year after acquisition.

Goodwill is only capitalised on acquisitions after the implementation date of IFRS-IASB (1 January 2004). Accounting for acquisitions before that date has not been restated; goodwill and internally generated intangibles on these acquisitions were recognised directly in shareholders’ equity. Goodwill is allocated to reporting units for the purpose of impairment testing. These reporting units represent the lowest level at which goodwill is monitored for internal management purposes. This test is performed annually or more frequently if there are indicators of impairment. Under the impairment tests, the carrying value of the reporting units (including goodwill) is compared to its recoverable amount which is the higher of its fair value less costs to sell and its value in use.

Adjustments to the fair value as at the date of acquisition of acquired assets and liabilities that are identified within one year after acquisition are recognised as an adjustment to goodwill; any subsequent adjustment is recognised as income or expense. On disposal of group companies, the difference between the sale proceeds and carrying value (including goodwill) and the unrealised results (including the currency translation reserve in equity) is included in the profit and loss account.

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Notes to the consolidated financial statements continued

Computer software

Computer software that has been purchased or generated internally for own use is stated at cost less amortisation and any impairment losses. Amortisation is calculated on a straight-line basis over its useful life. This period will generally not exceed three years. Amortisation is included in Other operating expenses.

Value of business acquired (VOBA)

VOBA is an asset that reflects the present value of estimated net cash flows embedded in the insurance contracts of an acquired company, which existed at the time the company was acquired. It represents the difference between the fair value of insurance liabilities and their carrying value. VOBA is amortised in a similar manner to the amortisation of deferred acquisition costs as described in the section ‘Deferred acquisition costs’.

Other intangible assets

Other intangible assets are capitalised and amortised over their expected economic life, which is generally between three and ten years. Intangible assets with an indefinite life are not amortised.

DEFERRED ACQUISITION COSTS

Deferred acquisition costs (DAC) are an asset and represent costs of acquiring insurance and investment contracts that are deferred and amortised. The deferred costs, all of which vary with (and are primarily related to) the production of new and renewal business, consist principally of commissions, certain underwriting and contract issuance expenses, and certain agency expenses.

For traditional life insurance contracts, certain types of flexible life insurance contracts, and non-life contracts, DAC is amortised over the premium payment period in proportion to the premium revenue recognised.

For other types of flexible life insurance contracts DAC is amortised over the lives of the policies in relation to the emergence of estimated gross profits. Amortisation is adjusted when estimates of current or future gross profits, to be realised from a group of products, are revised. The estimates and the assumptions are reassessed at the end of each reporting period. Higher/lower expected profits (e.g. reflecting stock market performance or a change in the level of assets under management) may cause a lower/higher balance of DAC due to the catch-up of amortisation in previous and future years. This process is known as DAC unlocking. The impact of the DAC unlocking is recognised in the profit and loss account of the period in which the unlocking occurs. Effective as of 2011, the estimate for the short-term equity growth assumption used to calculate the amortisation of DAC in the United States (Insurance US) was changed to a mean reversion assumption.

DAC is evaluated for recoverability at issue. Subsequently it is tested on a regular basis together with the provision for life insurance liabilities and VOBA. The test for recoverability is described in the section ‘Insurance, Investment and Reinsurance Contracts’.

For certain products DAC is adjusted for the impact of unrealised results on allocated investments through equity.

TAXATION

Income tax on the result for the year comprises current and deferred tax. Income tax is recognised in the profit and loss account but it is recognised directly in equity if the tax relates to items that are recognised directly in equity.

Deferred income tax

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets and liabilities are not discounted.

Deferred tax assets are recognised where it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred income tax is provided on temporary differences arising from investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the difference will not reverse in the foreseeable future. The tax effects of income tax losses available for carry forward are recognised as an asset where it is probable that future taxable profits will be available against which these losses can be utilised.

Deferred tax related to fair value remeasurement of available-for-sale investments and cash flow hedges, which are recognised directly in equity, is also recognised directly in equity and is subsequently recognised in the profit and loss account together with the deferred gain or loss.

F-26

Notes to the consolidated financial statements continued

FINANCIAL LIABILITIES

Financial liabilities at amortised cost

Financial liabilities at amortised cost include the following sub-categories: preference shares, other borrowed funds, debt securities in issue, subordinated loans, amounts due to banks and customer deposits and other funds on deposit.

Borrowings are recognised initially at their issue proceeds (fair value of consideration received) net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between proceeds, net of transaction costs, and the redemption value is recognised in the profit and loss account over the period of the borrowings using the effective interest method.

If the Group purchases its own debt, it is removed from the balance sheet, and the difference between the carrying amount of the liability and the consideration paid is included in the profit and loss account.

Financial liabilities at fair value through profit and loss

Financial liabilities at fair value through profit and loss comprise the following sub-categories: trading liabilities, non-trading derivatives and other financial liabilities designated at fair value through profit and loss by management. Trading liabilities include equity securities, debt securities, funds on deposit and derivatives. Designation by management will take place only if it eliminates a measurement inconsistency or if the related assets and liabilities are managed on a fair value basis. ING Group has designated an insignificant part of the issued debt, related to market-making activities, at fair value through profit and loss. This issued debt consists mainly of own bonds. The designation as fair value through profit and loss eliminates the inconsistency in the timing of the recognition of gains and losses. All other financial liabilities are measured at amortised cost.

Financial guarantee contracts

Financial guarantee contracts are contracts that require the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payments when due, in accordance with the terms of a debt instrument. Such financial guarantees are initially recognised at fair value and subsequently measured at the higher of the discounted best estimate of the obligation under the guarantee and the amount initially recognised less cumulative amortisation to reflect revenue recognition principles.

INSURANCE, INVESTMENT AND REINSURANCE CONTRACTS

Provisions for liabilities under insurance contracts are established in accordance with IFRS 4 ‘Insurance Contracts’. Under IFRS 4, an insurer may continue its existing pre-IFRS accounting policies for insurance contracts, provided that certain minimum requirements are met. Upon adoption of IFRS in 2005, ING Group decided to continue the then existing accounting principles for insurance contracts under IFRS. ING Group operates in many different countries and the accounting principles for insurance contracts follow local practice in these countries. ING’s businesses in the Netherlands apply accounting standards generally accepted in the Netherlands (Dutch GAAP) for its provisions for liabilities under insurance contracts; similarly, ING’s businesses in the United States apply accounting standards generally accepted in the United States (US GAAP).

Changes in those local accounting standards (including Dutch GAAP and US GAAP) subsequent to the adoption of IFRS are considered for adoption on a case-by-case basis. If adopted, the impact thereof is accounted for as a change in accounting policy under IFRS.

In addition, for certain specific products or components thereof, ING applies the option in IFRS 4 to measure (components of) the provisions for liabilities under insurance contracts using market consistent interest rates and other current estimates and assumptions. This relates mainly to Guaranteed Minimum Withdrawal Benefits for Life on the Insurance US Closed Block VA book and certain guarantees embedded in insurance contracts in Japan.

Insurance contracts

Insurance policies which bear significant insurance risk and/or contain discretionary participation features are presented as insurance contracts. Provisions for liabilities under insurance contracts represent estimates of future payouts that will be required for life and non-life insurance claims, including expenses relating to such claims. For some insurance contracts the measurement reflects current market assumptions. Unless indicated otherwise below all changes in the insurance provisions are recognised in the profit and loss account.

Provision for life insurance

The Provision for life insurance is calculated on the basis of a prudent prospective actuarial method, taking into account the conditions for current insurance contracts. Specific methodologies may differ between business units as they may reflect local regulatory requirements and local practices for specific product features in the local markets.

Insurance provisions on traditional life policies are calculated using various assumptions, including assumptions on mortality, morbidity, expenses, investment returns and surrenders. Assumptions for insurance provisions on traditional life insurance contracts, including traditional whole life and term life insurance contracts, are based on best estimate assumptions including margins for adverse deviations. Generally, the assumptions are set initially at the policy issue date and remain constant throughout the life of the policy.

F-27

Notes to the consolidated financial statements continued

Insurance provisions for universal life, variable life and annuity contracts, unit-linked contracts, etc. are generally set equal to the balance that accrues to the benefit of the policyholders. Certain variable annuity products contain minimum guarantees on the amounts payable upon death and/or maturity. The insurance provisions include the impact of these minimum guarantees, taking into account the difference between the potential minimum benefit payable and the total account balance, expected mortality and surrender rates.

The as yet unamortised interest rate rebates on periodic and single premium contracts are deducted from the Provision for life insurance. Interest rate rebates granted during the year are capitalised and amortised in conformity with the anticipated recovery pattern and are recognised in the profit and loss account.

Provision for unearned premiums and unexpired insurance risks

The provision is calculated in proportion to the unexpired periods of risk. For insurance policies covering a risk increasing during the term of the policy at premium rates independent of age, this risk is taken into account when determining the provision. Further provisions are made to cover claims under unexpired insurance contracts, which may exceed the unearned premiums and the premiums due in respect of these contracts.

Claims provision

The claims provision is calculated on a case-by-case basis or by approximation on the basis of experience. Provisions have also been made for claims incurred but not reported (IBNR) and for future claims handling expenses. The adequacy of the Claims provision is evaluated each year using standard actuarial techniques. In addition, IBNR reserves are set to recognise the estimated cost of losses that have occurred but which have not yet been notified to the Group.

Deferred profit sharing

For insurance contracts with discretionary participation features a deferred profit sharing amount is recognised for the full amount of the unrealised revaluation on allocated investments. Upon realisation, the profit sharing on unrealised revaluation is reversed and a deferred profit sharing amount is recognised for the share of realised results on allocated investments that is expected to be shared with policyholders. The deferred profit sharing amount is reduced by the actual allocation of profit sharing to individual policyholders. The change in the deferred profit sharing amount on unrealised revaluation (net of deferred tax) is recognised in equity in the Revaluation reserve.

Provisions for life insurance for risk of policyholders

For insurance contracts for risk of policyholders the provisions are generally shown at the balance sheet value of the related investments.

Reinsurance contracts

Reinsurance premiums, commissions and claim settlements, as well as the reinsurance element of technical provisions are accounted for in the same way as the original contracts for which the reinsurance was concluded. If the reinsurers are unable to meet their obligations, the Group remains liable to its policyholders for the portion reinsured. Consequently, provisions are made for receivables on reinsurance contracts which are deemed uncollectable.

Adequacy test

The adequacy of the provision for life insurance, net of unamortised interest rate rebates, DAC and VOBA (the net insurance liabilities), is evaluated regularly by each business unit for the business originated in that business unit. The test considers current estimates of all contractual and related cash flows, and future developments. It includes investment income on the same basis as it is included in the profit and loss account.

If, for any business unit, it is determined, using a best estimate (50%) confidence level, that a shortfall exists, and there are no offsetting amounts within other business units in the Business Line, the shortfall is recognised immediately in the profit and loss account.

If, for any business unit, the net insurance liabilities are not adequate using a prudent (90%) confidence level, but there are offsetting amounts within other Group business units, then the business unit is allowed to take measures to strengthen the net insurance liabilities over a period no longer than the expected life of the policies. To the extent that there are no offsetting amounts within other Group business units, any shortfall at the 90% confidence level is recognised immediately in the profit and loss account.

If the net insurance liabilities are determined to be adequate at above the 90% confidence level, no reduction in the net insurance liabilities is recognised.

The adequacy test continues to be applied to businesses that are presented as discontinued operations; the relevant businesses continue to be evaluated as part of the adequacy test of the business line in which these were included before classification as discontinued operations.

F-28

Notes to the consolidated financial statements continued

Since 2009, the Closed Block Variable Annuity business in the United States is inadequate at the 90% confidence level. As there are offsetting amounts within other Group business units, the Group remains adequate at the 90% confidence level. In line with the above policy, specific measures were defined to mitigate the inadequacy in the Closed Block Variable Annuity business in the United States. These specific measures are effective as of 2010 and result in a limitation of additions to DAC that would otherwise result from negative amortisation and unlocking. This limitation of DAC is applied on a quarterly basis and in any year if and when a reserve inadequacy existed at the start of the year. Net result in 2011 includes a charge to restore the adequacy of the Insurance US Closed Block VA segment to the 50% confidence level. Reference is made to Note 44 ‘Underwriting expenditure’.

Investment contracts

Insurance policies without discretionary participation features which do not bear significant insurance risk are presented as Investment contracts. Provisions for liabilities under investment contracts are determined either at amortised cost, using the effective interest method (including certain initial acquisition expenses) or at fair value.

OTHER LIABILITIES

Employee benefits – pension obligations

Group companies operate various pension schemes. The schemes are generally funded through payments to insurance companies or trustee-administered funds, determined by periodic actuarial calculations. The Group has both defined benefit and defined contribution plans.

A defined benefit plan is a pension plan that defines an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.

The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets, together with adjustments for unrecognised actuarial gains and losses, and unrecognised past service costs. The defined benefit obligation is calculated annually by internal and external actuaries using the projected unit credit method.

The expected value of the assets is calculated using the expected rate of return on plan assets. Differences between the expected return and the actual return on these plan assets and actuarial changes in the deferred benefit obligation are not recognised in the profit and loss account, unless the accumulated differences and changes exceed 10% of the greater of the defined benefit obligation and the fair value of the plan assets. The excess is recognised in the profit and loss account over employees’ remaining working lives. The corridor was reset to nil at the date of transition to IFRS-IASB.

The value of any plan asset recognised is restricted to the sum of any past service costs not yet recognised and the present value of any economic benefits available in the form of refunds from the plan or reductions in the future contributions to the plan.

For defined contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as staff expenses when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

Other post-employment obligations

Some group companies provide post-employment healthcare and other benefits to certain employees and former employees. The entitlement to these benefits is usually conditional on the employee remaining in service up to retirement age and the completion of a minimum service period. The expected costs of these benefits are accrued over the period of employment using an accounting methodology similar to that for defined benefit pension plans.

Other provisions

A provision involves a present obligation arising from past events, the settlement of which is expected to result in an outflow from the company of resources embodying economic benefits, however the timing or the amount is uncertain. Provisions are discounted when the effect of the time value of money is material using a pre-tax discount rate. The determination of provisions is an inherently uncertain process involving estimates regarding amounts and timing of cash flows.

Reorganisation provisions include employee termination benefits when the Group is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal, or providing termination benefits as a result of an offer made to encourage voluntary redundancy.

F-29

Notes to the consolidated financial statements continued

INCOME RECOGNITION

Gross premium income

Premiums from life insurance policies are recognised as income when due from the policyholder. For non-life insurance policies, gross premium income is recognised on a pro-rata basis over the term of the related policy coverage. Receipts under investment contracts are not recognised as gross premium income.

Interest

Interest income and expense are recognised in the profit and loss account using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial asset or a financial liability and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. When calculating the effective interest rate, the Group estimates cash flows considering all contractual terms of the financial instrument (for example, prepayment options) but does not consider future credit losses. The calculation includes all fees and points paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums or discounts. Once a financial asset or a group of similar financial assets has been written down as a result of an impairment loss, interest income is recognised using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss.

All interest income and expenses from trading positions and non-trading derivatives are classified as interest income and interest expenses in the profit and loss account. Changes in the ‘clean fair value’ are included in Net trading income and Valuation results on non-trading derivatives.

Fees and commissions

Fees and commissions are generally recognised as the service is provided. Loan commitment fees for loans that are likely to be drawn down are deferred (together with related direct costs) and recognised as an adjustment to the effective interest rate on the loan. Loan syndication fees are recognised as income when the syndication has been completed and the Group has retained no part of the loan package for itself or has retained a part at the same effective interest rate as the other participants. Commission and fees arising from negotiating, or participating in the negotiation of, a transaction for a third party – such as the arrangement of the acquisition of shares or other securities or the purchase or sale of businesses – are recognised on completion of the underlying transaction. Portfolio and other management advisory and service fees are recognised based on the applicable service contracts as the service is provided. Asset management fees related to investment funds and investment contract fees are recognised on a pro-rata basis over the period the service is provided. The same principle is applied for wealth management, financial planning and custody services that are continuously provided over an extended period of time. Fees received and paid between banks for payment services are classified as commission income and expenses.

Lease income

The proceeds from leasing out assets under operating leases are recognised on a straight-line basis over the life of the lease agreement. Lease payments received in respect of finance leases when ING Group is the lessor are divided into an interest component (recognised as interest income) and a repayment component.

EXPENSE RECOGNITION

Expenses are recognised in the profit and loss account as incurred or when a decrease in future economic benefits related to a decrease in an asset or an increase in a liability has arisen that can be measured reliably.

Share-based payments

Share-based payment expenses are recognised as a staff expense over the vesting period. A corresponding increase in equity is recognised for equity-settled share-based payment transactions. A liability is recognised for cash-settled share-based payment transactions. The fair value of equity-settled share-based payment transactions is measured at the grant date and the fair value of cash-settled share-based payment transactions is measured at each balance sheet date. Rights granted will remain valid until the expiry date, even if the share based payment scheme is discontinued. The rights are subject to certain conditions, including a pre-determined continuous period of service.

GOVERNMENT GRANTS

Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, the grant is recognised over the period necessary to match the grant on a systematic basis to the expense that it is intended to compensate. In such case, the grant is deducted from the related expense in the profit and loss account.

F-30

Notes to the consolidated financial statements continued

EARNINGS PER ORDINARY SHARE

Earnings per ordinary share is calculated on the basis of the weighted average number of ordinary shares outstanding. In calculating the weighted average number of ordinary shares outstanding:

• Own shares held by group companies are deducted from the total number of ordinary shares in issue;

• The computation is based on daily averages; and

• In case of exercised warrants, the exercise date is taken into consideration.

The non-voting equity securities are not ordinary shares, because their terms and conditions (especially with regard to coupons and voting rights) are significantly different. Therefore, the weighted average number of ordinary shares outstanding during the period is not impacted by the non-voting equity securities.

Diluted earnings per share data are computed as if all convertible instruments outstanding at year-end were exercised at the beginning of the period. It is also assumed that ING Group uses the assumed proceeds thus received to buy its own shares against the average market price in the financial year. The net increase in the number of shares resulting from the exercise is added to the average number of shares used to calculate diluted earnings per share.

Share options with fixed or determinable terms are treated as options in the calculation of diluted earnings per share, even though they may be contingent on vesting. They are treated as outstanding on the grant date. Performance-based employee share options are treated as contingently issuable shares because their issue is contingent upon satisfying specified conditions in addition to the passage of time.

FIDUCIARY ACTIVITIES

The Group commonly acts as trustee and in other fiduciary capacities that result in the holding or placing of assets on behalf of individuals, trusts, retirement benefit plans and other institutions. These assets and income arising thereon are excluded from these financial statements, as they are not assets of the Group.

STATEMENT OF CASH FLOWS

The statement of cash flows is prepared in accordance with the indirect method, classifying cash flows as cash flows from operating, investing and financing activities. In the net cash flow from operating activities, the result before tax is adjusted for those items in the profit and loss account, and changes in balance sheet items, which do not result in actual cash flows during the year.

For the purposes of the statement of cash flows, Cash and cash equivalents comprise balances with less than three months’ maturity from the date of acquisition, including cash and non-restricted balances with central banks, treasury bills and other eligible bills, amounts due from other banks and amounts due to banks. Investments qualify as a cash equivalent if they are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Cash flows arising from foreign currency transactions are translated into the functional currency using the exchange rates at the date of the cash flows.

The net cash flow shown in respect of Loans and advances to customers relates only to transactions involving actual payments or receipts. The Addition to loan loss provision which is deducted from the item Loans and advances to customers in the balance sheet has been adjusted accordingly from the result before tax and is shown separately in the statement of cash flows.

The difference between the net cash flow in accordance with the statement of cash flows and the change in Cash and cash equivalents in the balance sheet is due to exchange rate differences and is accounted for separately as part of the reconciliation of the net cash flow and the balance sheet change in Cash and cash equivalents.

F-31

Notes to the consolidated financial statements continued

2.1.2. NOTES TO CONSOLIDATED ANNUAL ACCOUNTS OF ING GROUP

ASSETS

1 CASH AND BALANCES WITH CENTRAL BANKS

Cash and balances with central banks

	2012		2011
Amounts held at central banks		13,847		26,481
Cash and bank balances		3,671		3,974
Short term deposits insurance operations		139		739
		17,657		31,194

Amounts held at central banks reflect on demand balances. In the last quarter of 2012, excess cash in the banking operations was used to redeem short-term professional funding.

2 AMOUNTS DUE FROM BANKS

Amounts due from banks

	Netherlands				International				Total
	2012		2011		2012		2011		2012		2011
Loans and advances to banks		14,527		13,752		22,775		29,556		37,302		43,308
Cash advances, overdrafts and other balances		1,227		1,322		552		700		1,779		2,022
		15,754		15,074		23,327		30,256		39,081		45,330
Loan loss provisions						–28		–7		–28		–7
		15,754		15,074		23,299		30,249		39,053		45,323

Loans and advances to banks include balances (mainly short-term deposits) with central banks amounting to EUR 1,057 million (2011: EUR 2,704 million).

As at 31 December 2012, Amounts due from banks includes receivables with regard to securities which have been acquired in reverse repurchase transactions amounting to EUR 1,109 million (2011: EUR 2,925 million) and receivables related to finance lease contracts amounting to EUR 133 million (2011: EUR 76 million).

Reference is made to Note 24 ‘Transfer of financial assets’ for information on securities lending as well as sale and repurchase transactions.

As at 31 December 2012, the non-subordinated receivables amounts to EUR 39,050 million (2011: EUR 45,304 million) and the subordinated receivables amounts to EUR 3 million (2011: EUR 19 million).

No individual amount due from banks has terms and conditions that materially affect the amount, timing or certainty of consolidated cash flows of the Group. For details on significant concentrations see ‘Risk management’ section.

3 FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT AND LOSS

Financial assets at fair value through profit and loss

	2012		2011
Trading assets		114,895		123,688
Investment for risk of policyholders		98,765		116,438
Non-trading derivatives		13,951		17,159
Designated as at fair value through profit and loss		4,760		5,437
		232,371		262,722

Reference is made to Note 24 ‘Transfer of financial assets’ for information on securities lending as well as sale and repurchase transactions.

Trading assets by type

	2012		2011
Equity securities		5,307		3,732
Debt securities		17,472		18,251
Derivatives		55,166		59,139
Loans and receivables		36,950		42,566
		114,895		123,688

F-32

Notes to the consolidated financial statements continued

As at 31 December 2012, Trading assets includes receivables of EUR 35,575 million (2011: EUR 40,904 million) with regard to reverse repurchase transactions.

Trading assets and trading liabilities include mainly assets and liabilities that are classified under IFRS as ‘Trading’ but are closely related to servicing the needs of the clients of ING. ING Bank offers institutional and corporate clients and governments products that are traded on the financial markets. A significant part of the derivatives in the trading portfolio are related to servicing corporate clients in their risk management to hedge for example currency or interest rate exposures. In addition, ING Bank provides its customers access to equity and debt markets for issuing their own equity or debt securities (‘securities underwriting’). Although these are presented as ‘Trading’ under IFRS, these are related to services to ING’s customers. Loans and receivables in the trading portfolio mainly relate to (reverse) repurchase agreements, which are comparable to collateralised borrowing (lending). These products are used by ING Bank as part of its own regular treasury activities, but also relate to the role that ING Bank plays as intermediary between different professional customers. Trading assets and liabilities held for ING’s own risk are very limited. From a risk perspective, the gross amount of trading assets must be considered together with the gross amount of trading liabilities, which are presented separately on the balance sheet. However, IFRS does not allow netting of these positions in the balance sheet. Reference is made to Note 20 ‘Financial liabilities at fair value through profit and loss’ for information on trading liabilities.

Investments for risk of policyholders by type

	2012		2011
Equity securities		89,994		105,580
Debt securities		6,940		9,612
Loans and receivables		1,831		1,246
		98,765		116,438

In 2012, the change in Investments for risk of policyholders is mainly the result of the income for the year as well as the classification as held for sale of ING’s Insurance and investment management business in Asia. Reference is made to Note 11 ‘Assets and liabilities held for sale’.

Investments in investment funds (with underlying investments in debt, equity securities, real estate and derivatives) are included under equity securities.

Non-trading derivatives by type

	2012		2011
Derivatives used in:
– fair value hedges		2,926		3,192
– cash flow hedges		7,471		6,641
– hedges of net investments in foreign operations		49		141
Other non-trading derivatives		3,505		7,185
		13,951		17,159

Other non-trading derivatives mainly includes interest rate swaps for which no hedge accounting is applied.

Designated as at fair value through profit and loss by type

	2012		2011
Equity securities		13		45
Debt securities		2,682		2,967
Loans and receivables		1,169		1,000
Other		896		1,425
		4,760		5,437

Included in the Financial assets designated as at fair value through profit and loss is a portfolio of loans and receivables which is economically hedged by credit derivatives. The hedges do not meet the criteria for hedge accounting and the loans are recorded at fair value to avoid an accounting mismatch. The maximum credit exposure of the loans and receivables included in Financial assets designated as at fair value through profit and loss approximates its carrying value. The cumulative change in fair value of the loans attributable to changes in credit risk is not significant.

The notional value of the related credit derivatives is EUR 61 million (2011: EUR 64 million). The change in fair value of the credit derivatives attributable to changes in credit risk since the loans were first designated amounts was EUR –6 million (2011: EUR –1 million) and the change for the current year was EUR –3 million (2011: nil).

The changes in fair value of the (designated) loans attributable to changes in credit risk have been calculated by determining the changes in credit spread implicit in the fair value of bonds issued by entities with similar credit characteristics.

Other includes investments in private equity funds, hedge funds, other non-traditional investment vehicles and limited partnerships.

F-33

Notes to the consolidated financial statements continued

4 INVESTMENTS

Investments by type

	2012		2011
Available-for-sale
– equity securities		7,707		9,305
– debt securities		185,877		199,234
		193,584		208,539
Held-to-maturity
– debt securities		6,545		8,868
		6,545		8,868
		200,129		217,407

The fair value of the securities classified as held to maturity amounts to EUR 6,626 million as at 31 December 2012 (2011: EUR 8,835 million).

Exposure to debt securities

ING Group’s exposure to debt securities is included in the following balance sheet lines:

Debt securities

	2012		2011
Available-for-sale investments		185,877		199,234
Held-to-maturity investments		6,545		8,868
Loans and advances to customers		26,945		29,117
Amounts due from banks		3,386		7,321
Available-for-sale investments and Assets at amortised cost		222,753		244,540
Trading assets		17,472		18,251
Investments for risk of policyholders		6,940		9,612
Designated as at fair value through profit and loss		2,682		2,967
Financial assets at fair value through profit and loss		27,094		30,830
		249,847		275,370

ING Group’s total exposure to debt securities included in available-for-sale investments and assets at amortised cost of EUR 222,753 million (2011: EUR 244,540 million) is specified as follows by type of exposure and by banking and insurance operations:

Debt securities by type and balance sheet lines – Available-for-sale investments and Assets at amortised cost (banking operations)

	Available-for-sale investments				Held-to-maturity investments				Loans and advances to customers				Amounts due from banks				Total Banking operations
	2012		2011		2012		2011		2012		2011		2012		2011		2012		2011
Government bonds		48,007		47,256		330		881		7,641		1,081						55,978		49,218
Covered bonds		7,363		6,537		5,558		7,209		5,408		7,468		3,249		6,591		21,578		27,805
Corporate bonds		900		1,088						438		425						1,338		1,513
Financial Institutions bonds		14,094		15,192		301		421		91		134		137		736		14,623		16,483
Bond portfolio (excluding ABS)		70,364		70,073		6,189		8,511		13,578		9,108		3,386		7,327		93,517		95,019
US agency RMBS		426		402														426		402
US prime RMBS		12		18														12		18
US Alt-A RMBS		156		156														156		156
US subprime RMBS		23		22														23		22
Non-US RMBS		286		1,127						4,970		9,551				–6		5,256		10,672
CDO/CLO		162		55								416						162		471
Other ABS		107		441		356		357		1,789		2,190						2,252		2,988
CMBS		109		175						285		1,171						394		1,346
ABS portfolio		1,281		2,396		356		357		7,044		13,328				–6		8,681		16,075
		71,645		72,469		6,545		8,868		20,622		22,436		3,386		7,321		102,198		111,094

F-34

Notes to the consolidated financial statements continued

Debt securities by type and balance sheet lines – Available-for-sale investments and Assets at amortised cost (insurance operations)

	Available-for-sale investments				Held-to-maturity investments		Loans and advances to customers				Amounts due from banks		Total Insurance operations
	2012		2011		2012	2011	2012		2011		2012	2011	2012		2011
Government bonds		49,420		54,732										49,420		54,732
Covered bonds		996		1,118										996		1,118
Corporate bonds		43,072		45,260										43,072		45,260
Financial Institutions bonds		9,037		11,700										9,037		11,700
Bond portfolio (excluding ABS)		102,525		112,810										102,525		112,810
US agency RMBS		4,216		5,228										4,216		5,228
US prime RMBS		1,025		1,380										1,025		1,380
US Alt-A RMBS		284		295										284		295
US subprime RMBS		733		752										733		752
Non-US RMBS		215		513				3,745		4,515				3,960		5,028
CDO/CLO		129		183				290		505				419		688
Other ABS		1,441		1,459				1,997		1,346				3,438		2,805
CMBS		3,664		4,145				291		315				3,955		4,460
ABS portfolio		11,707		13,955				6,323		6,681				18,030		20,636
		114,232		126,765				6,323		6,681				120,555		133,446

Debt securities by type and balance sheet lines – Available-for-sale investments and Assets at amortised cost (total)

	Available-for-sale investments				Held-to-maturity investments				Loans and advances to customers				Amounts due from banks				Total Banking and Insurance operations
	2012		2011		2012		2011		2012		2011		2012		2011		2012		2011
Government bonds		97,427		101,988		330		881		7,641		1,081						105,398		103,950
Covered bonds		8,359		7,655		5,558		7,209		5,408		7,468		3,249		6,591		22,574		28,923
Corporate bonds		43,972		46,348						438		425						44,410		46,773
Financial Institutions bonds		23,131		26,892		301		421		91		134		137		736		23,660		28,183
Bond portfolio (excluding ABS)		172,889		182,883		6,189		8,511		13,578		9,108		3,386		7,327		196,042		207,829
US agency RMBS		4,642		5,630														4,642		5,630
US prime RMBS		1,037		1,398														1,037		1,398
US Alt-A RMBS		440		451														440		451
US subprime RMBS		756		774														756		774
Non-US RMBS		501		1,640						8,715		14,066				–6		9,216		15,700
CDO/CLO		291		238						290		921						581		1,159
Other ABS		1,548		1,900		356		357		3,786		3,536						5,690		5,793
CMBS		3,773		4,320						576		1,486						4,349		5,806
ABS portfolio		12,988		16,351		356		357		13,367		20,009				–6		26,711		36,711
		185,877		199,234		6,545		8,868		26,945		29,117		3,386		7,321		222,753		244,540

In connection with the divestment of ING Direct USA, ING completed in 2012 the restructuring of the agreement with the Dutch State concerning the Illiquid Assets Back-Up Facility (IABF). As a result of the restructuring, EUR 7.3 billion (USD 9.5 billion) of the loan due from the Dutch State was converted into Dutch Government Debt Securities. These debt securities are classified as Loans and advances to customers. The balance as at 31 December 2012 amounts to EUR 6.4 billion (USD 8.5 billion). Reference is made to Note 31 ‘Companies acquired and companies disposed’ and Note 34 ‘Related parties’.

Asset backed security portfolio

The table below shows certain ABS (US Subprime RMBS, Alt-A RMBS, CMBS and CDO/CLOs). It includes exposures in all relevant balance sheet lines, including not only loans and advances and available-for-sale investments as disclosed above, but also financial assets designated as at fair value through profit and loss.

F-35

Notes to the consolidated financial statements continued

Exposures, revaluations and losses on certain ABS bonds

	31 December 2012				Change in 2012						31 December 2011
	Balance sheet value  (1)		Pre-tax revaluation reserve		Changes through equity (pre-tax)		Changes through profit and loss (pre-tax)		Other changes		Balance sheet value  (1)		Pre-tax revaluation reserve
US subprime RMBS		756		–35		155				–173		774		–190
US Alt-A RMBS		457		59		74		–9		–109		501		–15
CDO/CLO		804		21		80				–666		1390		–59
CMBS		4,437		38		502		2		–1,968		5,901		–464
Total		6,454		83		811		–7		–2,916		8,566		–729

⁽¹⁾ For assets classified as loans and receivables: amortised cost; otherwise: fair value.

‘Other changes’ mainly relate to the de-risking program of ING and includes sales and redemptions of certain ABS bonds.

Reference is made to Note 35 ‘Fair value of financial assets and liabilities’ for disclosure by fair value hierarchy and Note 38 ‘Investment income’ for impairments on available-for-sale debt securities.

2012 – Greece, Italy, Ireland, Portugal, Spain and Cyprus

In the first half of 2010 concerns arose regarding the creditworthiness of certain southern European countries, which later spread to a few other European countries. As a result of these concerns the value of sovereign debt decreased and exposures in those countries are being monitored closely. With regard to the sovereign debt crisis, ING Group’s main focus is on Greece, Italy, Ireland, Portugal, Spain and Cyprus as these countries have either applied for support from the European Financial Stability Facility (‘EFSF’) or receive support from the European Central Bank (‘ECB’) via government bond purchases in the secondary market. For these countries, ING Group’s main focus is on exposure to Government bonds and Unsecured Financial institutions’ bonds.

At 31 December 2012, ING Group’s balance sheet value of ‘Government bonds’ and ‘Unsecured Financial institutions’ bonds to Greece, Italy, Ireland, Portugal, Spain and Cyprus and the related pre-tax revaluation reserve in equity was as follows:

Greece, Italy, Ireland, Portugal, Spain and Cyprus – Government bonds and Unsecured Financial institutions’ bonds ⁽¹⁾

2012	Balance sheet value		Pre-tax revaluation reserve		Pre-tax impairments  (2)		Amortised cost value		Fair value of investments held-to- maturity
Greece
Government bonds available-for-sale		76		31				45
Italy
Government bonds available-for-sale		2,337		–63				2,400
Government bonds at amortised cost (loans)		104		–1				104
Financial institutions available-for-sale		498		–7				505
Financial institutions at amortised cost (held-to-maturity)		30						30		31
Ireland
Government bonds available-for-sale		55		1				54
Financial institutions available-for-sale		30						30
Financial institutions at amortised cost (held-to-maturity)		34						34		34
Portugal
Government bonds available-for-sale		627		–17				644
Financial institutions available-for-sale		77		1				76
Spain
Government bonds available-for-sale		1,151		–201				1,352
Government bonds at amortised cost (held-to-maturity)		50						50		52
Financial institutions available-for-sale		99				–11		110
Cyprus
Government bonds available-for-sale		13		–5				18
Total		5,181		–261		–11		5,452		117

⁽¹⁾ Exposures are included based on the country of residence

Changes in the ‘Balance sheet value’ are a result of sales and maturity of bonds and the PSI as explained below, which is offset by an increase in the Pre-tax revaluation reserve.

The revaluation reserve on debt securities includes EUR 7,977 million (pre-tax) related to Government bonds. This amount comprises EUR 255 million negative revaluation reserve for Government bonds from Greece, Italy, Ireland, Portugal, Spain and Cyprus, which is more than offset by EUR 8,232 million positive revaluation reserves for Government bonds from other countries.

F-36

Notes to the consolidated financial statements continued

In the first quarter of 2012, the agreement under the Private Sector Involvement (‘PSI’) to exchange Greek Government bonds into new instruments was executed. Under this exchange, ING received new listed Greek Government bonds (for a notional amount of 31.5% of the notional of the exchanged bonds, maturities between 2023 and 2042), listed European Financial Stability Facility (‘EFSF’) notes (for a notional amount of 15% of the notional of the exchanged bonds, maturities of one to two years) and listed short-term EFSF notes (maturity of 6 months, in discharge of all unpaid interest accrued on the exchanged bonds). These new securities were recognised as available-for-sale instruments. Furthermore, ING received listed GDP-linked securities issued by Greece (notional equal to notional of the new Greek Government bonds, maturity 2042). The exchange was executed on 12 March 2012. The exchanged bonds were derecognised and the new instruments were recognised at fair value on the exchange date. The exchange resulted in a gain of EUR 15 million (Bank: EUR 22 million; Insurance: EUR –7 million) in the first quarter of 2012, being the difference between amortised cost (net of cumulative impairments) of the exchanged bonds and fair value of the new instruments at the date of exchange. This result is included in ‘Investment income’.

2011 – Greece, Italy, Ireland, Portugal, Spain and Cyprus

At 31 December 2011, ING Group’s balance sheet value of ‘Government bonds’ and ‘Unsecured Financial institutions’ bonds to Greece, Italy, Ireland, Portugal, Spain and Cyprus and the related pre-tax revaluation reserve in equity was as follows:

Greece, Italy, Ireland, Portugal, Spain and Cyprus – Government bonds and Unsecured Financial institutions’ bonds ⁽¹⁾

2011	Balance sheet value		Pre-tax revaluation reserve		Pre-tax impairments (2)		Amortised cost value		Fair value of investments held-to- maturity
Greece
Government bonds available-for-sale		255				–940		1,195
Italy
Government bonds available-for-sale		2,033		–443				2,476
Government bonds at amortised cost (loans)		97						97
Financial institutions available-for-sale		632		–62				694
Financial institutions at amortised cost (held-to-maturity)		30						30		28
Financial institutions at amortised cost (loans)		131						131
Ireland
Government bonds available-for-sale		43		–10				53
Financial institutions available-for-sale		59		–1				60
Financial institutions at amortised cost (held-to-maturity)		34						34		35
Financial institutions at amortised cost (loans)		122						122
Portugal
Government bonds available-for-sale		533		–299				832
Financial institutions available-for-sale		125		–32				157
Spain
Government bonds available-for-sale		1,190		–203				1,393
Government bonds at amortised cost (held-to-maturity)		170						170		170
Financial institutions available-for-sale		258		–35				293
Financial institutions at amortised cost (loans)		85		–1				86
Cyprus
Government bonds available-for-sale		12		–7				19
Total		5,809		–1,093		–940		7,842		233

⁽¹⁾ Exposures are included based on the country of residence.

⁽²⁾  Pre-tax impairments relate to bonds held at 31 December 2011. In addition, EUR 38 million and EUR 189 million impairments were recognised in 2011 on Greek government bonds and Irish unsecured Financial institutions’ bonds that were no longer held at 31 December 2011. The total amount of impairments recognised on Greek Government bonds and Irish unsecured Financial institutions’ bonds in 2011 is therefore EUR 978 million and EUR 189 million as explained below.

The impact on ING Group’s revaluation reserve in relation to sovereign and unsecured financial institutions debt was limited per 31 December 2011: the negative impact on countries most affected by the sovereign debt crisis is offset by opposite positive movements in bonds of financially stronger European countries and by the positive impact from lower interest rates in general. Furthermore, in the course of 2011, ING Group reduced its sovereign debt exposure to these countries.

On 21 July 2011 a Private Sector Involvement to support Greece was announced. This initiative involves a voluntary exchange of existing Greek government bonds together with a Buyback Facility. Based on this initiative, ING Group impaired its Greek government bonds maturing up to 2020 in the second quarter of 2011 (Bank: EUR 187 million, Insurance: EUR 123 million). The decrease in market value in the third quarter of 2011 of these impaired bonds was recognised as re-impairment (Bank: EUR 91 million, Insurance: EUR 70 million). Due to the outcome of the EC meeting on 26 October 2011, the Greek government bonds maturing from 2020 were impaired in the third quarter of 2011 (Bank: EUR 177 million, Insurance: EUR 130 million). ING Group impaired all its Greek Government bonds to market value at 31 December 2011. This resulted in a re-impairment in the fourth quarter of 2011 of EUR 200 million (Bank: EUR 133 million, Insurance:

F-37

Notes to the consolidated financial statements continued

EUR 67 million), bringing the total impairments on Greek government bonds to EUR 978 million (Bank: EUR 588 million, Insurance: EUR 390 million). The total Greek government bond portfolio was written down by approximately 80%.

In 2011, ING Insurance recognised a total impairment of EUR 189 million on subordinated debt from Irish banks.

Reference is made to Note 35 ‘Fair value of financial assets and liabilities’ for disclosure by fair value hierarchy and Note 38 ‘Investment income’ for impairments on available-for-sale debt securities.

Further information on ING Group’s risk exposure with regard to Greece, Italy, Ireland, Portugal, Spain and Cyprus is provided in the ‘Risk management’ section.

Changes in available-for-sale and held-to-maturity investments

	Available-for-sale equity securities				Available-for-sale debt securities				Held-to-maturity				Total
	2012		2011		2012		2011		2012		2011		2012		2011
Opening balance		9,305		9,754		199,234		212,793		8,868		11,693		217,407		234,240
Additions		3,563		1,525		141,430		222,020						144,993		223,545
Amortisation						–371		–226		–15		–14		–386		–240
Transfers and reclassifications				1,288												1,288
Changes in the composition of the group and other changes		–1,327		–188		–30,920		–23,232				–444		–32,247		–23,864
Changes in unrealised revaluations		1,082		–845		10,346		5,645						11,428		4,800
Impairments		–181		–253		–64		–1,485						–245		–1,738
Reversals of impairments						8		79						8		79
Disposals and redemptions		–4,737		–2,023		–132,681		–219,023		–2,308		–2,370		–139,726		–223,416
Exchange rate differences		2		47		–1,105		2,663				3		–1,103		2,713
Closing balance		7,707		9,305		185,877		199,234		6,545		8,868		200,129		217,407

In 2012, Changes in the composition of the group and other changes relates mainly to the classification of ING’s Insurance and investment management businesses in Asia as a disposal group held for sale and the disposal of ING Direct Canada. Reference is made to Note 11 ‘Assets and liabilities held for sale’ and Note 31 ‘Companies acquired and companies disposed’.

In 2011, Changes in the composition of the group and other changes relates mainly to the classification of ING Direct USA as a disposal group held for sale. Reference is made to Note 11 ‘Assets and liabilities held for sale’.

Reference is made to Note 38 ‘Investment income’ for details on Impairments.

Transfers and reclassifications of available-for-sale and held-to-maturity investments

	Available-for-sale equity securities			Available-for-sale debt securities		Held-to-maturity		Total
	2012	2011		2012	2011	2012	2011	2012	2011
To/from investment in associates			1,288							1,288
			1,288							1,288

In 2011, To/from investment in associates in relation to available-for-sale equity securities relates mainly to the real estate funds for which significant influence ceased to exist due to the sale of ING Real Estate Investment Management.

Reclassifications to Loans and advances to customers and Amounts due from banks (2009 and 2008)

Reclassifications out of available-for-sale investments to loans and receivables are allowed under IFRS-IASB as of the third quarter of 2008. In the second and first quarter of 2009 and in the fourth quarter of 2008 ING Group reclassified certain financial assets from Investments available-for-sale to Loans and advances to customers and Amounts due from banks. The Group identified assets, eligible for reclassification, for which at the reclassification date it had the intention to hold for the foreseeable future. The table below provides information on the three reclassifications made in the fourth quarter of 2008 and the first and second quarter of 2009. Information is provided for each of the three reclassifications (see columns) as at the date of reclassification and as at the end of the subsequent reporting periods (see rows). This information is disclosed under IFRS-IASB as long as the reclassified assets continue to be recognised in the balance sheet. Certain information on prior financial years was amended to reflect more detailed information that became available compared to previous years.

The decrease in the carrying value of the reclassified Loans and advances in 2012 compared to 2011 is mainly due to disposals as included in Note 38 ‘Other Income’.

F-38

Notes to the consolidated financial statements continued

Reclassifications to Loans and advances to customers and Amounts due from banks

	Q2 2009			Q1 2009			Q4 2008
As per reclassification date
Fair value		6,135			22,828			1,594
Range of effective interest rates (weighted average)		1.4% – 24.8	%		2.1% – 11.7	%		4.1% – 21	%
Expected recoverable cash flows		7,118			24,052			1,646
Unrealised fair value losses in shareholders’ equity (before tax)		–896			–1,224			–69
Recognised fair value gains (losses) in shareholders’ equity (before tax) between the beginning of the year in which the reclassification took place and the reclassification date		173			nil			–79
Recognised fair value gains (losses) in shareholders’ equity (before tax) in the year prior to reclassification		–971			–192			–20
Recognised impairment (before tax) between the beginning of the year in which the reclassification took place and the reclassification date		nil			nil			nil
Recognised impairment (before tax) in the year prior to reclassification		nil			nil			nil
Impact on the financial years after reclassification:
2012
Carrying value as at 31 December		1,694			8,707			443
Fair value as at 31 December		1,667			8,379			512
Unrealised fair value losses recognised in shareholders’ equity (before tax) as at 31 December		–186			–221			–2
Effect on shareholders’ equity (before tax) as at 31 December if reclassification had not been made		–27			–328			69
Effect on result (before tax) if reclassification had not been made		nil			nil			nil
Effect on result (before tax) for the year (interest income and sales result)		–47			–164			22
Recognised impairments (before tax)		nil			nil			nil
Recognised provision for credit losses (before tax)		nil			nil			nil
2011
Carrying value as at 31 December		3,057			14,419			633
Fair value as at 31 December		2,883			13,250			648
Unrealised fair value losses recognised in shareholders’ equity (before tax) as at 31 December		–307			–446			–8
Effect on shareholders’ equity (before tax) as at 31 December if reclassification had not been made		–174			–1,169			15
Effect on result (before tax) if reclassification had not been made		nil			nil			nil
Effect on result (before tax) for the year (mainly interest income)		90			390			28
Recognised impairments (before tax)		nil			nil			nil
Recognised provision for credit losses (before tax)		nil			nil			nil
2010
Carrying value as at 31 December		4,465			16,906			857
Fair value as at 31 December		4,594			16,099			889
Unrealised fair value losses recognised in shareholders’ equity (before tax) as at 31 December		–491			–633			–65
Effect on shareholders’ equity (before tax) as at 31 December if reclassification had not been made		129			–807			32
Effect on result (before tax) if reclassification had not been made		nil			nil			nil
Effect on result (before tax) for the year (mainly interest income)		89			467			34
Recognised impairments (before tax)		nil			nil			nil
Recognised provision for credit losses (before tax)		nil			nil			nil
2009
Carrying value as at 31 December		5,550			20,551			1,189
Fair value as at 31 December		5,871			20,175			1,184
Unrealised fair value losses recognised in shareholders’ equity (before tax) as at 31 December		–734			–902			–67
Effect on shareholders’ equity (before tax) as at 31 December if reclassification had not been made		321			–376			–5
Effect on result (before tax) if reclassification had not been made		nil			nil			nil
Effect on result (before tax) after the reclassification until 31 December (mainly interest income)		121			629			n/a
Effect on result (before tax) for the year (mainly interest income)		n.a			n.a			47
Recognised impairments (before tax)		nil			nil			nil
Recognised provision for credit losses (before tax)		nil			nil			nil

F-39

Notes to the consolidated financial statements continued

Reclassifications to Loans and advances to customers and Amounts due from banks (continued)

	Q2 2009	Q1 2009	Q4 2008
2008
Carrying value as at 31 December				1,592
Fair value as at 31 December				1,565
Unrealised fair value losses recognised in shareholders’ equity (before tax) as at 31 December				–79
Effect on shareholders’ equity (before tax) as at 31 December if reclassification had not been made				–27
Effect on result (before tax) if reclassification had not been made				nil
Effect on result (before tax) after the reclassification until 31 December (mainly interest income)				9
Recognised impairments (before tax)				nil
Recognised provision for credit losses (before tax)				nil

Available-for-sale equity securities by banking and insurance operations

	Listed				Unlisted				Total
	2012		2011		2012		2011		2012		2011
Banking operations		1,944		1,722		690		744		2,634		2,466
Insurance operations		2,297		3,807		2,776		3,032		5,073		6,839
		4,241		5,529		3,466		3,776		7,707		9,305

Debt securities by banking and insurance operations

	Available-for-sale				Held-to-maturity				Total
	2012		2011		2012		2011		2012		2011
Banking operations		71,645		72,469		6,545		8,868		78,190		81,337
Insurance operations		114,232		126,765						114,232		126,765
		185,877		199,234		6,545		8,868		192,422		208,102

Reference is made to Note 24 ‘Transfer of financial assets’ for information on securities lending as well as sale and repurchase transactions.

Borrowed debt securities are not recognised in the balance sheet and amount to nil (2011: EUR 466 million).

Investments in connection with the insurance operations with a combined carrying value of nil (2011: nil) did not produce any income for the year ended 31 December 2012.

5 LOANS AND ADVANCES TO CUSTOMERS

Loans and advances to customers by banking and insurance operations

	2012		2011
Banking operations		536,600		572,271
Insurance operations		25,866		32,972
		562,466		605,243
Eliminations		–5,566		–8,366
		556,900		596,877

Loans and advances to customers by type – banking operations

	Netherlands				International				Total
	2012		2011		2012		2011		2012		2011
Loans to, or guaranteed by, public authorities		35,857		29,281		14,917		25,867		50,774		55,148
Loans secured by mortgages		153,594		162,734		152,369		160,404		305,963		323,138
Loans guaranteed by credit institutions		114		379		6,049		8,260		6,163		8,639
Personal lending		5,048		5,012		19,550		19,389		24,598		24,401
Asset backed securities						7,044		13,328		7,044		13,328
Corporate loans		42,891		48,851		104,644		103,709		147,535		152,560
		237,504		246,257		304,573		330,957		542,077		577,214
Loan loss provisions		–2,445		–2,002		–3,032		–2,941		–5,477		–4,943
		235,059		244,255		301,541		328,016		536,600		572,271

The decrease in Loans and advances to customers, for the banking operations reflect the disposal of ING Direct Canada and the announced disposal of ING Direct UK (classified as held for sale).

F-40

Notes to the consolidated financial statements continued

Loans and advances to customers analysed by subordination – banking operations

	2012		2011
Non-subordinated		536,390		566,672
Subordinated		210		5,599
		536,600		572,271

Decrease in subordinated Loans and advances is due to the sale of ING Direct Canada.

Reference is made to Note 24 ‘Transfer of financial assets’ for information on securities lending as well as sale and repurchase transactions.

Loans and advances to customers by type – insurance operations

	Netherlands				International				Total
	2012		2011		2012		2011		2012		2011
Policy loans		38		44		1,704		3,308		1,742		3,352
Loans secured by mortgages		6,376		6,450		7,327		7,692		13,703		14,142
Unsecured loans		2,113		2,187		1,231		5,135		3,344		7,322
Asset backed securities		6,323		6,681						6,323		6,681
Other		338		355		527		1,244		865		1,599
		15,188		15,717		10,789		17,379		25,977		33,096
Loan loss provisions		–68		–80		–43		–44		–111		–124
		15,120		15,637		10,746		17,335		25,866		32,972

As at 31 December 2012, Loans and advances to customers includes receivables with regard to securities which have been acquired in reverse repurchase transactions related to the banking operations amounting to EUR 320 million (2011: EUR 1,228 million).

No individual loan or advance has terms and conditions that materially affect the amount, timing or certainty of the consolidated cash flows of the Group. For details on significant concentrations see ‘Risk management’ section.

Loans and advances to customers and Amounts due from banks include finance lease receivables, are detailed as follows:

Finance lease receivables

	2012		2011
Maturities of gross investment in finance lease receivables
– within 1 year		4,969		5,386
– more than 1 year but less than 5 years		8,926		9,407
– more than 5 years		5,497		5,875
		19,392		20,668
Unearned future finance income on finance leases		–2,996		–3,228
Net investment in finance leases		16,396		17,440
Maturities of net investment in finance lease receivables
– within 1 year		4,310		4,697
– more than 1 year but less than 5 years		7,673		8,035
– more than 5 years		4,413		4,708
		16,396		17,440
Included in Amounts due from banks		133		76
Included in Loans and advances to customers		16,263		17,364
		16,396		17,440

The allowance for uncollectable finance lease receivables includes in the loan loss provisions amounted to EUR 322 million as at 31 December 2012 (2011: EUR 223 million).

No individual finance lease receivable has terms and conditions that materially affect the amount, timing or certainty of the consolidated cash flows of the Group.

F-41

Notes to the consolidated financial statements continued

Loan loss provisions analysed by type – banking operations

	Netherlands				International				Total
	2012		2011		2012		2011		2012		2011
Loans to, or guaranteed by, public authorities				1		2		2		2		3
Loans secured by mortgages		878		503		710		712		1,588		1,215
Loans guaranteed by credit institutions				4		30		5		30		9
Personal lending		144		119		650		597		794		716
Asset backed securities						76		2		76		2
Corporate loans		1,423		1,375		1,592		1,630		3,015		3,005
		2,445		2,002		3,060		2,948		5,505		4,950
The closing balance is included in
– Amounts due from banks						28		7		28		7
– Loans and advances to customers		2,445		2,002		3,032		2,941		5,477		4,943
		2,445		2,002		3,060		2,948		5,505		4,950

Changes in loan loss provisions

	Banking operations				Insurance operations				Total
	2012		2011		2012		2011		2012		2011
Opening balance		4,950		5,195		124		117		5,074		5,312
Changes in the composition of the group		–13		–568		–4		–2		–17		–570
Write-offs		–1,682		–1,304		–39		–24		–1,721		–1,328
Recoveries		142		112				2		142		114
Increase in loan loss provisions		2,125		1,670		29		33		2,154		1,703
Exchange rate differences		20		–83		1		–2		21		–85
Other changes		–37		–72						–37		–72
Closing balance		5,505		4,950		111		124		5,616		5,074

‘Increase in loan loss provisions’ relating to insurance operations is presented under Investment income. The ‘Increase in the loan loss provisions’ relating to banking operations is presented under Addition to loan loss provisions on the face of the profit and loss account. Reference is made to the section ‘Risk management’.

In 2011, ‘Changes in the composition of the group’ relates for EUR 565 million to the classification of ING Direct USA as a disposal group held for sale. Reference is made to Note 11 ‘Assets and liabilities held for sale’.

6 INVESTMENTS IN ASSOCIATES

Investments in associates

2012	Interest held (%)		Fair value of listed investment		Balance sheet value		Total assets		Total liabilities		Total income		Total expenses
TMB Public Company Limited		30		607		595		16,474		15,118		433		339
Sul America S.A.		36		674		366		5,037		4,048		4,285		3,969
CBRE Retail Property Fund Iberica LP		29				129		1,423		964		–22		75
ING Real Estate Asia Retail Fund Ltd		26				107		475		50		62		1
CBRE Lionbrook Property Partnership LP		20				102		577		77		31		23
CBRE Property Fund Central Europe LP		25				97		907		519		66		30
CBRE French Residential Fund C.V.		42				76		253		71		11		8
CBRE Retail Property Fund France Belgium C.V.		15				76		1,388		882		123		78
CBRE Nordic Property Fund FGR		14				55		1,057		674		19		68
Other investments in associates						600
						2,203

Other investments in associates represents a large number of associates with an individual balance sheet value of less than EUR 50 million.

Accumulated impairments of EUR 39 million (2011: EUR 38 million) have been recognised.

The values presented in the table above could differ from the values presented in the individual annual accounts of the associates, due to the fact that the individual values have been brought in line with ING Group’s accounting principles.

In general, the reporting dates of all significant associates are consistent with the reporting date of the Group. However, the reporting dates of certain associates can differ from the reporting date of the Group, but, no more than three months.

F-42

Notes to the consolidated financial statements continued

Where the listed fair value is lower than the balance sheet value, an impairment review and an evaluation of the going concern basis has been performed.

Investments in associates

2011	Interest held (%)		Fair value of listed investment		Balance sheet value		Total assets		Total liabilities		Total income		Total expenses
TMB Public Company Limited		30		509		580		16,100		14,847		377		301
Sul America S.A.		36		641		394		5,353		4,292		3,941		3,662
CBRE Retail Property Fund Iberica LP		29				147		1,666		1,146		96		65
CBRE Lionbrook Property Partnership LP		20				102		604		92		50		17
CBRE Property Fund Central Europe LP		25				90		897		536		87		4
ING Real Estate Asia Retail Fund		26				87		868		512		81		37
CBRE French Residential Fund C.V.		42				78		249		65		24		8
The Capital (London) Fund		20				77		387		3		14		3
CBRE Retail Property Fund France Belgium C.V.		15				73		1,374		889		117		57
CBRE Nordic Property Fund FGR		14				60		1,079		662		92		67
CBRE Property Fund Central and Eastern Europe		21				51		747		509		122		57
Other investments in associates						631
						2,370

Changes in Investments in associates

	2012		2011
Opening balance		2,370		3,925
Additions		26		140
Changes in the composition of the group		–40		16
Transfers to and from Investments				–1,288
Revaluations		–10		–19
Share of results		55		241
Dividends received		–82		–174
Disposals		–92		–383
Impairments		–1		–20
Exchange rate differences		–23		–68
Closing balance		2,203		2,370

In 2011, Transfers to and from Investments relates mainly to the real estate funds for which significant influence ceased to exist due to the sale of ING Real Estate Investment Management, as disclosed in Note 31 ‘Companies acquired and companies disposed’.

In 2012, share of results of EUR 55 million (2011: EUR 241 million) and impairments of EUR 1 million (2011 EUR 20 million) are presented in the profit and loss account in Share of result from associates for EUR 54 million (2011 EUR 221 million).

7 REAL ESTATE INVESTMENTS

Changes in real estate investments

	2012		2011
Opening balance		1,670		1,900
Additions		60		32
Changes in the composition of the group		–92		–88
Transfers to and from Property in own use				–31
Transfers to and from Other assets		–2
Fair value gains/(losses)		–59		–19
Disposals		–290		–118
Exchange rate differences		1		–6
Closing balance		1,288		1,670

Real estate investments by banking and insurance operations

	2012		2011
Banking operations		483		716
Insurance operations		805		954
		1,288		1,670

F-43

Notes to the consolidated financial statements continued

The total amount of rental income recognised in the profit and loss account for the year ended 31 December 2012 is EUR 162 million (2011: EUR 184 million). The total amount of contingent rent recognised in the profit and loss account for the year ended 31 December 2012 is nil (2011: nil).

The total amount of direct operating expenses (including repairs and maintenance) in relation to Real estate investments that generated rental income for the year ended 31 December 2012 is EUR 77 million (2011: EUR 101 million). The total amount of direct operating expenses (including repairs and maintenance) incurred on Real estate investments that did not generate rental income for the year ended 31 December 2012 is EUR 15 million (2011: EUR 3 million).

Real estate investments by year of most recent appraisal by independent qualified valuers

in percentages	2012		2011
Most recent appraisal in the current year		99		93
Most recent appraisal one year ago				7
Most recent appraisal two years ago		1
		100		100

ING Group’s exposure to real estate is included in the following balance sheet lines:

Real estate exposure

	2012		2011
Real estate investments		1,288		1,670
Investments in associates		1,053		1,193
Other assets – property development and obtained from foreclosures		1,220		1,584
Property and equipment – property in own use		1,423		1,535
Investments – available-for-sale		1,649		1,773
		6,633		7,755

Furthermore, the exposure is impacted by third party interests, leverage in funds and off-balance commitments, resulting in an overall exposure of EUR 8.7 billion (2011: EUR 10.0 billion) of which EUR 3.3 billion (2011: EUR 4.1 billion) relates to banking operations and EUR 5.4 billion (2011: EUR 5.9 billion) relates to insurance operations. Reference is made to the section ‘Risk management’.

F-44

Notes to the consolidated financial statements continued

8 PROPERTY AND EQUIPMENT

Property and equipment by type

	2012		2011
Property in own use		1,423		1,535
Equipment		1,246		1,345
Assets under operating leases		5		6
		2,674		2,886

Property in own use by banking and insurance operations

	2012		2011
Banking operations		1,203		1,244
Insurance operations		220		291
		1,423		1,535

Changes in property in own use

	2012		2011
Opening balance		1,535		1,642
Additions		30		41
Changes in the composition of the group		–25		–28
Transfers to and from Real estate investments				31
Transfers to and from Other assets		–1		–31
Depreciation		–25		–28
Revaluations		–30		–21
Impairments		–24		–29
Reversal of impairments		7		11
Disposals		–49		–27
Exchange rate differences		5		–26
Closing balance		1,423		1,535
Gross carrying amount as at 31 December		2,276		2,366
Accumulated depreciation as at 31 December		–682		–674
Accumulated impairments as at 31 December		–171		–157
Net carrying value as at 31 December		1,423		1,535
Revaluation surplus
Opening balance		498		528
Revaluation in year		–27		–28
Released in year		–1		–2
Closing balance		470		498

The cost or the purchase price amounted to EUR 1,806 million (2011: EUR 1,868 million). Cost or the purchase price less accumulated depreciation and impairments would have been EUR 953 million (2011: EUR 1,036 million) had property in own use been valued at cost instead of at fair value.

Property in own use by year of most recent appraisal by independent qualified valuers

in percentages	2012		2011
Most recent appraisal in the current year		63		54
Most recent appraisal one year ago		11		13
Most recent appraisal two years ago		13		10
Most recent appraisal three years ago		8		15
Most recent appraisal four years ago		5		8
		100		100

F-45

Notes to the consolidated financial statements continued

Changes in equipment

	Data processing equipment				Fixtures and fittings and other equipment				Total
	2012		2011		2012		2011		2012		2011
Opening balance		363		376		982		1,059		1,345		1,435
Additions		187		191		206		267		393		458
Changes in the composition of the group		–25		–11		–31		–29		–56		–40
Disposals		–7		–16		–15		–24		–22		–40
Depreciation		–181		–176		–226		–236		–407		–412
Impairments		–1				–1		–1		–2		–1
Exchange rate differences		4		–6		6		–14		10		–20
Other changes		–2		5		–13		–40		–15		–35
Closing balance		338		363		908		982		1,246		1,345
Gross carrying amount as at 31 December		1,623		1,659		2,579		2,620		4,202		4,279
Accumulated depreciation as at 31 December		–1,284		–1,295		–1,671		–1,638		–2,955		–2,933
Accumulated impairments as at 31 December		–1		–1						–1		–1
Net carrying value as at 31 December		338		363		908		982		1,246		1,345

Changes in assets under operating leases

	Cars				Other leased-out assets			Total
	2012		2011		2012	2011		2012		2011
Opening balance		6		3,053			2		6		3,055
Additions				1,188							1,188
Changes in the composition of the group				–3,250							–3,250
Disposals				–43							–43
Depreciation		–1		–594			–2		–1		–596
Exchange rate differences				–12							–12
Transfer and other changes				–336							–336
Closing balance		5		6			0		5		6
Gross carrying amount as at 31 December		9		16					9		16
Accumulated depreciation as at 31 December		–4		–10					–4		–10
Net carrying value as at 31 December		5		6			0		5		6

In 2011, Changes in the composition of the group comprises the sale of ING Car Lease. Reference is made to Note 31 ‘Companies acquired and companies disposed’.

Transfer and other changes relates mainly to the transfer of cars under operating lease to Other assets due to the expiration of the lease contract.

Depreciation of assets under operating leases is included in the profit and loss account in Other income as a deduction from operating lease income.

No individual operating lease has terms and conditions that materially affect the amount, timing or certainty of the consolidated cash flows of the Group.

The Group leases assets to third parties under operating leases as lessor. The future minimum lease payments to be received under non-cancellable operating leases are as follows:

Future minimum lease payments by maturity

	2012		2011
Within 1 year		1		1
More than 1 year but less than 5 years		2		4
More than 5 years		2		1
		5		6

F-46

Notes to the consolidated financial statements continued

9 INTANGIBLE ASSETS

Changes in intangible assets

	Value of business acquired				Goodwill				Software				Other				Total
	2012		2011		2012		2011		2012		2011		2012		2011		2012		2011
Opening balance		871		1,320		1,794		2,765		611		754		282		533		3,558		5,372
Additions										222		207				2		222		209
Capitalised expenses		83		81						146		131						229		212
Amortisation and unlocking		–207		–244						–274		–391		–59		–87		–540		–722
Impairments						–48		–32		–4		–49		–3		–1		–55		–82
Effect of unrealised revaluations in equity		–140		–250														–140		–250
Changes in the composition of the group and other changes		–89		–43		–485		–727		–65		–24		–33		–139		–672		–933
Exchange rate differences		–5		7		43		–212		6		–8		2		–26		46		–239
Disposals										–9		–9						–9		–9
Closing balance		513		871		1,304		1,794		633		611		189		282		2,639		3,558
Gross carrying amount as at 31 December		1,977		2,244		1,966		2,436		2,144		2,597		493		570		6,580		7,847
Accumulated amortisation as at 31 December		–1,464		–1,373						–1,476		–1,926		–256		–242		–3,196		–3,541
Accumulated impairments as at 31 December						–662		–642		–35		–60		–48		–46		–745		–748
Net carrying value as at 31 December		513		871		1,304		1,794		633		611		189		282		2,639		3,558

Amortisation of software and other intangible assets is included in the profit and loss account in Other operating expenses and Intangible amortisation and other impairments. Amortisation of VOBA is included in Underwriting expenditure.

Goodwill

Changes in Goodwill

In addition to exchange rate differences, changes in goodwill relate to impairments and changes in composition of the group.

2012 – Impairment

In 2012, a goodwill impairment of EUR 48 million is recognised relating to the reporting unit Insurance Benelux. The reporting unit Insurance Benelux equals the segment Insurance Benelux. In the impairment test of Insurance Benelux, the IFRS book value (including goodwill) is compared to a valuation based on the surplus in the market consistent balance sheet and the market value of new business. These are commonly used metrics in the European insurance industry. During 2012, the book value of Insurance Benelux increased, mainly as a result of declining interest rates being reflected in the fair value of assets but with no corresponding increase in the IFRS book value of insurance liabilities. As the market value surplus (MVS) of Insurance Benelux did not increase similarly, the margin of MVS over IFRS book value, which supported the goodwill, became negative and, as a result, goodwill was fully impaired. This charge is included in the profit and loss account in the line ‘Intangible amortisation and other impairments’. Goodwill is recognised in the Corporate Line and, therefore, this charge is included in the segment reporting in Corporate Line Insurance.

2011 – Impairment

In 2011, a goodwill impairment of EUR 32 million was recognised that related to the reporting unit Commercial Banking (ING Real Estate). During 2011, the ING Real Estate business changed significantly. The Real Estate Development business was reduced by selling/closing development projects and ING sold REIM (the ING Real Estate Investment Management business). As a consequence, there were indications in the fourth quarter of 2011 that the recoverable amount of the reporting unit ING Real Estate had fallen below book value. A full goodwill impairment review was performed for the reporting unit ING Real Estate in the fourth quarter of 2011. In 2011, the reporting unit Real Estate equals the segment Commercial Banking (ING Real Estate). However, as disclosed in Note 52 ‘Segments’, following the divestment of ING Real Estate Investment Management the remaining business was included in the segment Commercial Banking and the segment ING Real Estate ceased to exist. The 2010 impairment test for ING Real Estate showed that the recoverable amount based on fair value using market multiples for Price/Book was at least equal to book value. The outcome of the impairment test performed in the fourth quarter of 2011 indicated that the fair value had become less than book value by an amount that exceeded the goodwill of ING Real Estate, indicating that the full amount of goodwill relating to ING Real Estate was impaired. As a result, the goodwill of EUR 32 million (pre-tax) was impaired. The related charge was included in the profit and loss account in the line ‘Intangibles amortisation and other impairments’. Goodwill is recognised in the Corporate Line and, therefore, this charge was included in the segment reporting in Corporate Line Bank.

F-47

Notes to the consolidated financial statements continued

2010 – Impairment

Due to the unfavourable market circumstances for Insurance, including the low interest rate environment, there were indications in the third quarter of 2010 that the recoverable amount of the reporting unit Insurance US had fallen below carrying value. As a result, a full goodwill impairment review was performed for the reporting unit Insurance US in the third quarter of 2010. The reporting unit Insurance US equals the segment Insurance US as disclosed in Note 52 ‘Segments’. The 2009 impairment test for Insurance US showed that the recoverable amount based on fair value (using market multiples for Price/Book and Price/Earnings of listed peer companies) was at least equal to carrying value. The outcome of the impairment test performed in the third quarter of 2010 indicated that the fair value had become less than carrying value by an amount that exceeded the goodwill of Insurance US, indicating that the full amount of goodwill relating to Insurance US was impaired. Further analysis of the recoverable amount confirmed the impairment. As a result, the goodwill of EUR 540 million (pre-tax) was written down. The related charge was included in the profit and loss account in the line ‘Intangibles amortisation and other impairments’. Goodwill is recognised in the Corporate Line and, therefore, this charge was included in the segment reporting in Corporate Line Insurance.

2012 – Changes in composition of the group and other changes

In 2012, ‘Changes in composition of the group and other changes’ represents the reclassification of goodwill to ‘Assets held for sale’. This includes all goodwill that relates to businesses that were classified as held for sale. For 2012, the amount is EUR 485 million and relates to Insurance Korea (EUR 200 million), Investment Management Korea (EUR 180 million), Insurance India (EUR 41 million) and Investment Management Taiwan (EUR 48 million) for the insurance operations and ING Direct UK (EUR 16 million) for the banking operations. As businesses to which these goodwill amounts relate to are now classified as held for sale, the related goodwill is no longer evaluated at the level of the reporting unit to which it was allocated in the regular goodwill impairment test. Instead, it is reviewed as part of the valuation of the disposal unit that is presented as held for sale. Reference is made to Note 11 ‘Assets and liabilities held for sale’.

2011 – Changes in composition of the group and other changes

In 2011, ‘Changes in composition of the group and other changes’ related mainly to the disposal of ING Car Lease and the disposal of the Latin American operations. Furthermore, it includes EUR 97 million related to the classification of ING Direct USA as a disposal group held for sale.

Allocation of Goodwill to reporting units

After the above changes, the remaining goodwill is allocated to goodwill reporting units as follows:

Goodwill allocation to reporting units

	2012		2011
Retail Banking Netherlands		1		1
Retail Banking Belgium		50		50
Retail Banking Germany		349		349
Retail Banking Central Europe		764		739
Retail Banking International – Other				48
Commercial Banking		24		15
Insurance Benelux				25
Insurance Central & Rest of Europe		114		112
Insurance Asia/Pacific – South Korea				192
Insurance Asia/Pacific – Rest of Asia				44
ING Investment Management				220
		1,304		1,794

The allocation of goodwill to reporting units was changed in 2012 as a consequence of the changes in segments as disclosed in Note 52 ‘Segments’. Comparatives for 2011 have been adjusted. This change did not impact the results of the impairment test.

Goodwill impairment testing

Goodwill is tested for impairment at the lowest level at which it is monitored for internal management purposes. This level is defined as the so called ‘reporting units’ as set out above. Goodwill is tested for impairment by comparing the carrying value of the reporting unit to the best estimate of the recoverable amount of that reporting unit. The carrying value is determined as the IFRS-IASB net asset value including goodwill. The recoverable amount is estimated as the higher of fair value less cost to sell and value in use. Several methodologies are applied to arrive at the best estimate of the recoverable amount.

As a first step of the impairment test, the best estimate of the recoverable amount of reporting units to which goodwill is allocated is determined separately for each relevant reporting unit based on Price to Earnings, Price to Book, and Price to Assets under management ratios. The main assumptions in this valuation are the multiples for Price to Earnings, Price to Book and Price to Assets under management; these are developed internally but are either derived from or corroborated against market information that is related to observable transactions in the market for comparable businesses. Earnings and carrying values are equal to or derived from the relevant measure under IFRS-IASB.

F-48

Notes to the consolidated financial statements continued

If the outcome of this first step indicates that the difference between recoverable amount and carrying value may not be sufficient to support the amount of goodwill allocated to the reporting unit, an additional analysis is performed in order to determine a recoverable amount in a manner that better addresses the specific characteristics of the relevant reporting unit.

Such additional analyses were performed for the goodwill that was concluded to be impaired as set out above. For other reporting units, the goodwill allocated to these reporting units was fully supported in the first step. For Retail Banking Central Europe, a second analysis was necessary in 2011. Although in 2012 the goodwill allocated to Retail Banking Central Europe was fully supported in the first step, the second test was performed in 2012 and confirmed the continued recognition of the related goodwill. In this second test for Retail Banking Central Europe, the recoverable amount is determined as the sum of the recoverable amounts of the most important components. For certain components, a market price is available based on listed equity securities. In such case, the listed market price is used to determine the recoverable amount. For certain other components, the recoverable amount is determined by a cash flow model taking into account recent market related developments. The most important assumptions in the model are the estimated expected profit based on internal financial budgets/forecasts (4 years medium term plan plus additional 6 years longer term forecast), the terminal growth rate thereafter (approximately 3.5%), the required capital level (ultimately migrating to approximately 12%) and the discount rate (between approximately 10% and 13%). It was concluded that the goodwill allocated to Retail Banking Central Europe is not impaired.

10 DEFERRED ACQUISITION COSTS

Changes in deferred acquisition costs

	Life insurance				Non-life insurance				Total
	2012		2011		2012		2011		2012		2011
Opening balance		10,165		10,457		39		42		10,204		10,499
Capitalised		1,659		1,575		15		12		1,674		1,587
Amortisation and unlocking		–1,051		–1,689		–15		–13		–1,066		–1,702
Effect of unrealised revaluations in equity		–251		–526						–251		–526
Changes in the composition of the group		–5,765		44		–3		–2		–5,768		42
Exchange rate differences		–244		304						–244		304
Closing balance		4,513		10,165		36		39		4,549		10,204

For flexible life insurance contracts the growth rate assumption used to calculate the amortisation of the deferred acquisition costs for 2012 is 8.1% gross and 7.3% net of investment management fees (2011: 8.1% gross and 7.4% net of investment management fees). Percentages are based on the portfolios from continuing operations.

In 2012, Changes in the composition of the group relates mainly to the classification of ING’s Insurance and investment management businesses in Asia as a disposal group held for sale. Reference is made to Note 11 ‘Assets and liabilities held for sale’.

In 2011, Amortisation and unlocking includes EUR 488 million relating to the assumption review for the Insurance US Closed Block Variable Annuity (VA) business. Reference is made to Note 44 ‘Underwriting expenditure’.

11 ASSETS AND LIABILITIES HELD FOR SALE

Assets and liabilities held for sale includes disposal groups whose carrying amount will be recovered principally through a sale transaction rather than through continuing operations. This relates to businesses for which a sale is agreed upon but for which the transaction has not yet closed or a sale is highly probable at the balance sheet date but for which no sale has yet been agreed. As at 31 December 2012 this relates to ING’s Insurance and investment management businesses in Asia and the reinsured Japan SPVA businesses in corporate reinsurance (‘Asia’) and ING Direct UK.

As at 31 December 2011 this related to ING Direct USA. The sale of ING Direct USA to Capital One was closed in February 2012. Reference is made to Note 31 ‘Companies acquired and companies disposed’.

The classification in 2012 of ‘Asia’ as held for sale and discontinued operations relates to all of ING’s Insurance and investment management businesses in Asia and the reinsured Japan SPVA businesses in corporate reinsurance. During 2012, the divestment of ING’s insurance business in Malaysia was closed; as a result the insurance business in Malaysia is no longer consolidated as at 31 December 2012. Furthermore, several divestments were agreed that are expected to close or closed in 2013, including ING’s insurance businesses in Hong Kong, Macau and Thailand and ING’s investment management businesses in Thailand and Malaysia; these remain to be classified as held for sale as at 31 December 2012. ‘Reference is made to Note 31 ‘Companies acquired and companies disposed’. In addition, several other businesses remain in held for sale, for which no divestments have yet been concluded; this includes mainly ING’s Japanese, Korean and Taiwanese insurance and investment management businesses.

F-49

Notes to the consolidated financial statements continued

ING continues to discuss various options for ING Life Japan, including its closed block VA business. However, the closing of sales of ING’s other Asian insurance units may trigger a charge to strengthen reserves for the Japanese closed block VA under ING’s reserve adequacy policy. ING measures reserve adequacy at the business line level, where excess reserves in other Asian business units currently offset a shortfall related to the Japanese closed block VA. As transactions close, if the aggregate reserves for the remaining businesses fall below a 50% confidence level, the shortfall must be recognised immediately in the profit and loss account. The reserve inadequacy for the Japanese insurance business, including the VA guarantees reinsured to ING Re, was approximately EUR 0.4 billion at the 50% confidence level at 31 December 2012. This is an inadequacy of approximately EUR 0.9 billion for the closed block VA, offset by a sufficiency of EUR 0.5 billion for the corporate-owned life insurance business. The nature and timing of any profit and loss charge from such reserve inadequacy depends on the closing of other divestments in Asia as well as various options currently under investigation for ING Life Japan. Further announcements will be made if and when appropriate. The above mentioned amounts refer to ING’s reserve adequacy policy under IFRS which does not affect the local solvency positions of ING Life Japan nor ING Re.

Assets held for sale

	2012		2011
Cash and balances with central banks		1,342		4,980
Amounts due from banks		123		314
Financial assets at fair value through profit and loss		26,688		3
Available-for-sale investments		24,805		22,605
Held-to-maturity investments				444
Loans and advances to customers		8,705		31,805
Reinsurance contracts		98
Investments in associates		37
Property and equipment		56		75
Intangible assets		176		166
Deferred acquisition costs		5,124
Other assets		1,318		2,091
		68,472		62,483

Liabilities held for sale

	2012		2011
Insurance and investments contracts		51,198
Customer deposits and other funds on deposit		14,207		64,103
Financial liabilities at fair value through profit and loss		2,081
Other liabilities		2,409		162
		69,895		64,265

Included in Shareholders’ equity is cumulative other comprehensive income of EUR 372 million (2011: EUR 244 million) related to Assets and liabilities held for sale.

Other potential divestments

In addition to the businesses presented as held for sale above, ING is considering potential divestments, including those that are listed under the European Commission Restructuring Plan in Note 34 ‘Related parties’. However, none of these businesses qualify as held for sale as at 31 December 2012 as the potential divestments are not yet available for immediate sale in their present condition and/or a sale is not yet highly probable to occur.

F-50

Notes to the consolidated financial statements continued

Goodwill

Intangible assets under Assets held for sale includes goodwill that relates to businesses that are classified as held for sale. In 2012, EUR 485 million goodwill was reclassified to Assets held for sale. This relates to Insurance Korea (EUR 200 million), Investment Management Korea (EUR 180 million), Insurance India (EUR 41 million) and Investment Management Taiwan (EUR 48 million) for the insurance operations and ING Direct UK (EUR 16 million) for the banking operations.

For businesses classified as held for sale, the related goodwill is no longer evaluated at the level of the reporting unit to which it was allocated in the regular goodwill impairment test. Instead, it is reviewed as part of the valuation of the disposal unit that is presented as held for sale. In 2012, goodwill of EUR 180 million in Investment Management Korea, EUR 200 million in ING Life Korea, EUR 15 million in ING Vysya Life Insurance and EUR 16 million in ING Direct UK was written off, as the related businesses have been or are expected to be sold below IFRS book value. The related charge is included in the profit and loss account in Net result from classification as discontinued operation (for the Insurance and Investment Management businesses in Asia) and in Result on disposals of group companies (for ING Direct UK).

Remaining goodwill in Assets held for sale amounts to EUR 75 million and relates mainly to Investment Management Taiwan and ING Vysya Life Insurance. This goodwill is expected to be recovered through divestments at or above IFRS book value.

Fair value measurement

The fair value hierarchy of financial assets and liabilities (measured at fair value), which are presented as held for sale is included below. The fair value hierarchy consists of three levels, depending upon whether fair values were determined based on quoted prices in an active market (Level 1), valuation techniques with observable inputs (Level 2) or valuation techniques that incorporate inputs which are unobservable and which have a more than insignificant impact on the fair value of the instrument (Level 3). Reference is made to Note 35 ‘Fair value of financial assets and liabilities’ for more details on the fair value hierarchy.

Methods applied in determining fair values of financial assets and liabilities – Held for sale

2012	Level 1		Level 2		Level 3		Total
Assets
Trading assets		18						18
Investments for risk of policyholders		22,452				116		22,568
Non-trading derivatives				1,447				1,447
Financial assets designated as at fair value through profit and loss				2,640		15		2,655
Available-for-sale investments		16,180		8,386		239		24,805
		38,650		12,473		370		51,493
Liabilities
Non-trading derivatives		287		1,786				2,073
Financial liabilities designated as at fair value through profit and loss				8				8
Investment contracts (for contracts carried at fair value)		95						95
		382		1,794				2,176

In 2012, there were no significant changes in Level 3 assets and liabilities.

F-51

Notes to the consolidated financial statements continued

12 OTHER ASSETS

Other assets by type

	2012		2011
Reinsurance and insurance receivables		1,763		1,971
Deferred tax assets		1,653		2,801
Property development and obtained from foreclosures		1,220		1,584
Income tax receivable		558		542
Accrued interest and rents		12,356		14,387
Other accrued assets		1,542		2,200
Pension assets		4,622		3,762
Other		5,189		3,769
		28,903		31,016

Other includes EUR 2,630 million (2011: EUR 1,840 million) related to transactions still to be settled at balance sheet date.

Disclosures in respect of deferred tax assets and pension assets are provided in Note 21 ‘Other liabilities’.

Accrued interest and rents includes EUR 5,491 million (2011: EUR 6,388 million) accrued interest on assets measured at amortised cost under the IAS 39 classification Loans and receivables.

The total amount of borrowing costs relating to Property development and obtained from foreclosures, capitalised in 2012 is EUR 2 million (2011: EUR 7 million).

Reinsurance and insurance receivables

	2012		2011
Receivables on account of direct insurance from
– policyholders		1,083		1,238
– intermediaries		50		67
Reinsurance receivables		630		666
		1,763		1,971

The allowance for uncollectable reinsurance and insurance receivables amounts to EUR 50 million as at 31 December 2012 (2011: EUR 66 million). The allowance is deducted from this receivable.

Property development and obtained from foreclosures

	2012		2011
Property under development		163		400
Property developed		927		1,055
Property obtained from foreclosures		130		129
		1,220		1,584
Gross carrying amount as at 31 December		2,297		2,720
Accumulated impairments as at 31 December		–1,077		–1,136
Net carrying value		1,220		1,584

F-52

Notes to the consolidated financial statements continued

EQUITY

13 SHAREHOLDERS’ EQUITY (PARENT)/NON-VOTING EQUITY SECURITIES

Shareholders’ equity (parent)

	2012		2011		2010
Share capital		919		919		919
Share premium		16,034		16,034		16,034
Revaluation reserve		10,476		5,550		4,752
Currency translation reserve		–841		93		79
Other reserves		22,923		19,856		15,935
Shareholders’ equity (parent)		49,511		42,452		37,719

The following equity components cannot be freely distributed: Revaluation reserve, Share of associates reserve (included in Other reserves), Currency translation reserve and the part of the Other reserves that relate to the former Stichting Regio Bank and the former Stichting Vakbondsspaarbank SPN.

As at 31 December 2012, Other reserves includes an amount of EUR 911 million (2011: EUR 836 million; 2010: EUR 741 million) related to the former Stichting Regio Bank and the former Stichting Vakbondsspaarbank SPN.

Share capital

	Ordinary shares (par value EUR 0.24)
	Number x1,000						Amount
	2012		2011		2010		2012		2011		2010
Authorised share capital		14,500,000		14,500,000		4,500,000		3,480		3,480		1,080
Unissued share capital		10,668,439		10,668,439		668,439		2,561		2,561		161
Issued share capital		3,831,561		3,831,561		3,831,561		919		919		919

No changes occurred in the issued share capital and share premium in 2012, 2011 and 2010.

Ordinary shares

All ordinary shares are in registered form. No share certificates have been issued. Ordinary shares may be transferred by means of a deed of transfer. A transfer of ordinary shares requires written acknowledgement by ING Groep N.V. The par value of ordinary shares is EUR 0.24. The authorised ordinary share capital of ING Groep N.V. currently consists of 14,500 million ordinary shares. It increased in 2011 from 4,500 million ordinary shares to 14,500 million ordinary shares as a result from an amendment made to the Articles of Association on 15 June 2011. As at 31 December 2012, 3,832 million of ordinary shares were issued and fully paid.

Depositary receipts for ordinary shares

More than 99.9% of the ordinary shares issued by ING Groep N.V. is held by Stichting ING Aandelen (ING Trust Office). In exchange for these shares, ING Trust Office has issued depositary receipts in bearer form for these shares. The depositary receipts are listed on various stock exchanges. Depositary receipts can be exchanged upon request of the holders of depositary receipts for (non-listed) ordinary shares without any restriction, other than payment of an administrative fee of EUR 0.01 per depositary receipt with a minimum of EUR 25 per exchange transaction.

The holder of a depositary receipt is entitled to receive from ING Trust Office payment of dividends and distributions corresponding to the dividends and distributions received by ING Trust Office on an ordinary share.

In addition, the holder of a depositary receipt is entitled to attend and to speak at the General Meeting of Shareholders of ING Groep N.V. either in person or by proxy. A holder of a depositary receipt, who thus attends the General Meeting of Shareholders, is entitled to vote as a proxy of the ING Trust Office but entirely at his own discretion for a number of shares equal to the number of his depositary receipts.

A holder of depositary receipts who does not attend the General Meeting of Shareholders in person or by proxy is entitled to give a binding voting instruction to the Trust Office for a number of shares equal to the number of his depositary receipts.

Depositary receipts for ordinary shares held by ING Group (Treasury shares)

As at 31 December 2012, 30.1 million (2011: 49.3 million; 2010: 51.3 million) depositary receipts for ordinary shares ING Groep N.V. with a par value of EUR 0.24 are held by ING Groep N.V. or its subsidiaries. These depositary receipts for ordinary shares were purchased to hedge option rights granted to the Executive Board members and other employees. In December 2010 ING Groep N.V. announced that it will no longer rebalance its hedge portfolio. This decision is an effort to simplify the management and administration of ING’s various employee share and option programmes. The remaining shares in the hedge portfolio will be used to fund the obligations arising out of exercise and vesting. Once all shares in the hedge portfolio are used ING will fund these obligations by issuing new shares (subject to approval by Executive Board and Supervisory Board).

F-53

Notes to the consolidated financial statements continued

Restrictions with respect to dividend and repayment of capital

ING Groep N.V. is subject to legal restrictions regarding the amount of dividends it can pay to the holders of its ordinary shares. Pursuant to the Dutch Civil Code, dividends can only be paid up to an amount equal to the excess of the company’s own funds over the sum of the paid-up capital, and reserves required by law.

Moreover, ING Groep N.V.’s ability to pay dividends is dependent on the dividend payment ability of its subsidiaries and associates. ING Groep N.V. is legally required to create a non-distributable reserve insofar profits of its subsidiaries and associates are subject to dividend payment restrictions which apply to those subsidiaries and associates themselves. Such restrictions may among others be of a similar nature as the restrictions which apply to ING Groep N.V.

Legally non-distributable reserves from ING Group’s subsidiaries and associates are as follows:

2012	ING Bank		ING Insurance		Other		Total
Equity invested		31,813		27,281		177		59,271
Non-distributable reserves		4,007		9,221				13,228
		27,806		18,060		177		46,043

2011	ING Bank		ING Insurance		Other		Total
Equity invested		30,134		23,465		139		53,738
Non-distributable reserves		2,172		5,792				7,964
		27,962		17,673		139		45,774

2010	ING Bank		ING Insurance		Other		Total
Equity invested		31,266		20,134		9		51,409
Non-distributable reserves		2,756		4,004				6,760
		28,510		16,130		9		44,649

Furthermore there are restrictions to the ability of subsidiaries and associates to distribute reserves to ING Groep N.V. as a result of minimum capital requirements that are imposed by industry regulators in the countries in which the subsidiaries operate.

Minimum capital requirements for ING Group’s subsidiaries and associates are as follows:

2012	ING Bank		ING Insurance		Other		Total
Equity invested		31,813		27,281		177		59,271
Regulatory capital invested		47,116		23,322				70,438
Required minimum regulatory capital		28,767		9,523				38,290
		18,349		13,799				32,148

2011	ING Bank		ING Insurance		Other		Total
Equity invested		30,134		23,465		139		53,738
Regulatory capital invested		47,123		21,406				68,529
Required minimum regulatory capital		31,107		9,515				40,622
		16,016		11,891				27,907

2010	ING Bank		ING Insurance		Other		Total
Equity invested		31,266		20,134		9		51,409
Regulatory capital invested		49,145		20,335				69,480
Required minimum regulatory capital		29,860		8,826				38,686
		19,285		11,509				30,794

F-54

Notes to the consolidated financial statements continued

In addition to the legal and regulatory restrictions on distributing dividends from subsidiaries and associates to ING Groep N.V. there are various other considerations and limitations that are taken into account in determining the appropriate levels of equity in the Group’s subsidiaries and associates. These considerations and limitations include, but are not restricted to, rating agency and regulatory views, which can change over time; it is not possible to disclose a reliable quantification of these limitations. Reference is also made to the ‘Capital Management’ section.

Without prejudice to the authority of the Executive Board to allocate profits to reserves and to the fact that the ordinary shares are the most junior securities issued by ING Groep N.V., no specific dividend payment restrictions with respect to ordinary shares exist.

Furthermore, ING Groep N.V. is subject to legal restrictions with respect to repayment of capital to holders of ordinary shares. Capital may be repaid to the holders of ordinary shares pursuant to an amendment of ING Groep N.V.’s Articles of Association whereby the ordinary shares are written down.

Pursuant to the Dutch Civil Code, capital may only be repaid if none of ING Groep N.V.’s creditors opposes such a repayment within two months following the announcement of a resolution to that effect.

On a distribution of a dividend ING Groep N.V. is in principle required to withhold an income tax on dividends at a rate of 15%.

Changes in revaluation reserve

2012	Property revaluation reserve		Available-for- sale reserve		Cash flow hedge reserve		Total
Opening balance		367		3,212		1,971		5,550
Unrealised revaluations after taxation		–22		7,183				7,161
Realised gains/losses transferred to profit and loss				–772				–772
Changes in cash flow hedge reserve						718		718
Transfer to insurance liabilities/DAC				–2,181				–2,181
Closing balance		345		7,442		2,689		10,476

Changes in revaluation reserve

2011	Property revaluation reserve		Available-for-sale reserve		Cash flow hedge reserve		Total
Opening balance		379		3,526		847		4,752
Unrealised revaluations after taxation		–12		967				955
Realised gains/losses transferred to profit and loss				723				723
Changes in cash flow hedge reserve						1,124		1,124
Transfer to insurance liabilities/DAC				–2,004				–2,004
Closing balance		367		3,212		1,971		5,550

Changes in revaluation reserve

2010	Property revaluation reserve		Available-for-sale reserve		Cash flow hedge reserve		Total
Opening balance		411		1,683		372		2,466
Unrealised revaluations after taxation		–32		3,401				3,369
Realised gains/losses transferred to profit and loss				86				86
Changes in cash flow hedge reserve						475		475
Transfer to insurance liabilities/DAC				–1,644				–1,644
Closing balance		379		3,526		847		4,752

Transfer to insurance liabilities/DAC includes the change in the deferred profit sharing liability (net of deferred tax). Reference is made to Note 17 ‘Insurance and investment contracts, reinsurance contracts’.

Changes in currency translation reserve

	2012		2011		2010
Opening balance		93		79		–2,011
Unrealised revaluations after taxation		–142		167		–777
Realised gains/losses transferred to profit and loss		–68
Exchange rate differences		–724		–153		2,867
Closing balance		–841		93		79

Unrealised revaluations after taxation relates to changes in the value of hedging instruments that are designated as net investment hedges.

F-55

Notes to the consolidated financial statements continued

Changes in other reserves

2012	Retained earnings		Share of associates reserve		Treasury shares		Other reserves		Total
Opening balance		24,592		1,290		–665		–5,361		19,856
Result for the year		3,259								3,259
Unrealised revaluations after taxation		–79								–79
Changes in treasury shares						255				255
Transfer to share of associates reserve		–236		236
Employee stock options and share plans		7								7
Repurchase premium		–375								–375
Closing balance		27,168		1,526		–410		–5,361		22,923

The repurchase premium of EUR 375 million is paid in relation to the repayment of the EUR 750 million non-voting equity securities.

Changes in other reserves

2011	Retained earnings		Share of associates reserve		Treasury shares		Other reserves		Total
Opening balance		21,104		907		–715		–5,361		15,935
Result for the year		4,740								4,740
Unrealised revaluations after taxation		16								16
Changes in treasury shares						50				50
Transfer to share of associates reserve		–383		383
Employee stock options and share plans		115								115
Repurchase premium		–1,000								–1,000
Closing balance		24,592		1,290		–665		–5,361		19,856

The repurchase premium of EUR 1 billion is paid in relation to the repayment of the EUR 2 billion non-voting equity securities.

Changes in other reserves

2010	Retained earnings		Share of associates reserve		Treasury shares		Other reserves		Total
Opening balance		18,946		645		–737		–5,361		13,493
Result for the year		2,367								2,367
Unrealised revaluations after taxation		–156		171						15
Changes in treasury shares						22				22
Transfer to share of associates reserve		–91		91
Employee stock options and share plans		36								36
Other		2								2
Closing balance		21,104		907		–715		–5,361		15,935

Changes in treasury shares

	Amount						Number
	2012		2011		2010		2012		2011		2010
Opening balance		665		715		737		49,305,917		51,300,101		47,047,225
Purchased/sold		–86		–17		48		–14,554,460		–625,803		6,393,739
Share-based payments		–67		–19		–23		–4,638,786		–1,368,381		–2,140,863
Other		–102		–14		–47
Closing balance		410		665		715		30,112,671		49,305,917		51,300,101

Non-voting equity securities (Core Tier 1 securities)

On 12 November 2008, ING Groep N.V. issued one billion non-voting equity securities to the Dutch State at EUR 10 per non-voting equity security, resulting in an increase of ING Group’s core Tier 1 capital of EUR 10 billion. The nominal value of each security is EUR 0.24. The non-voting equity securities do not form part of ING Groep N.V.’s share capital; accordingly they do not carry voting rights in the General Meeting.

These non-voting equity securities are deeply subordinated and rank pari-passu with ordinary shares in a winding up of ING Groep N.V. On these non-voting equity securities a coupon was and is payable of the higher of EUR 0.85 per security and 125% of the dividend paid on each ordinary share over 2011 onwards (payable in 2012 onwards).

F-56

Notes to the consolidated financial statements continued

Further coupons are to be paid on 12 May of each year (the coupon date) in cash if the dividend on ordinary shares is paid in cash or to be paid in scrip securities in the event of a scrip dividend on ordinary shares. Coupons are only due and payable, on a non-cumulative basis and if a dividend is paid on ordinary shares over the financial year preceding the coupon date, either on an interim or a final dividend basis, provided that ING Group’s capital adequacy position is and remains satisfactory both before and after payment in the opinion of the Dutch central bank.

In December 2009, ING repaid the first half of the non-voting equity securities (core Tier 1 securities) of EUR 5 billion plus a total premium of EUR 605 million. On 13 May 2011 ING exercised its option for early repayment of EUR 2 billion of the remaining non-voting equity securities (core Tier 1 securities). The total payment in May 2011 amounted EUR 3 billion and included a 50% repurchase premium. On 26 November 2012 ING repaid another EUR 1.125 billion also including a 50% repurchase premium. ING funded these repayments from retained earnings. ING intends to repay the remaining EUR 2.250 billion non-voting equity securities (core Tier 1 securities) in three equal tranches over the next 3 years. While ING has committed to redeem these securities per the defined schedule, ING has the ability to defer a repayment in full or in part, in which case the subsequent tranche will be increased with a corresponding amount. In the event that ING does not repay in full 2 consecutive repayment tranches or does not pay in total EUR 4.5 billion by 15 May 2015 (including the EUR 1.125 billion paid in 2012), the Dutch State will re-notify to the Commission who may in principle require compensatory measures. All repayments are conditional upon the approval of the Dutch central bank (DNB). The terms for the remaining non-voting equity securities, including restrictions on remuneration and corporate governance, remained unchanged. Reference is made to Note 34 ‘Related parties’.

Cumulative preference shares

Pursuant to the Articles of Association of ING Groep N.V. the authorised cumulative preference share capital consists of 4.5 billion cumulative preference shares, of which none have been issued. The par value of these cumulative preference shares is EUR 0.24.

The cumulative preference shares rank before the ordinary shares in entitlement to dividend and to distributions upon liquidation of ING Groep N.V.

The dividend on the cumulative preference shares will be equal to a percentage, calculated on the amount compulsorily paid up or yet to be paid up. This percentage shall be equal to the average of the Euro OverNight Index Average (EONIA) as calculated by the European Central Bank. During the financial year for which the distribution is made, this percentage is weighted on the basis of the number of days for which it applies, increased by 2.5 percentage points.

If and to the extent that the profit available for distribution is not sufficient to pay the dividend referred to above in full, the shortfall will be made up from the reserves insofar as possible. If, and to the extent that, the dividend distribution cannot be made from the reserves, the profits earned in subsequent years shall first be used to make up the shortfall before any distribution may be made on shares of any other category.

ING Groep N.V.’s Articles of Association make provision for the cancellation of cumulative preference shares. Upon cancellation of cumulative preference shares and upon liquidation of ING Groep N.V., the amount paid up on the cumulative preference shares will be repaid together with the dividend shortfall in preceding years, insofar as this shortfall has not yet been made up.

Cumulative preference shares – Restrictions with respect to dividend and repayment of capital

ING Groep N.V. is subject to legal restrictions regarding the amount of dividends it can pay to the holders of its cumulative preference shares, when issued. Pursuant to the Dutch Civil Code, dividends can only be paid up to an amount equal to the excess of the company’s own funds over the sum of the paid-up capital, and reserves required by law.

Moreover, ING Groep N.V.’s ability to pay dividends is dependent on the dividend payment ability of its subsidiaries. ING Groep N.V. is legally required to create a non-distributable reserve insofar profits of its subsidiaries are subject to dividend payment restrictions which apply to those subsidiaries themselves. Such restrictions may among others be of a similar nature as the restrictions which apply to ING Groep N.V. or may be the result of minimum capital requirements that are imposed by industry regulators in the countries in which the subsidiaries operate, or other limitations which may exist in certain countries.

Without prejudice to the fact that the cumulative preference shares, when issued, will be junior securities of ING Groep N.V., no specific dividend payment restrictions with respect to the cumulative preference shares exist.

Furthermore, ING Groep N.V. is subject to legal restrictions with respect to repayment of capital to holders of cumulative preference shares. Capital may be repaid to the holders of cumulative preference shares pursuant to (i) an amendment of ING Groep N.V.’s articles of association whereby the cumulative preference shares are written down or (ii) a resolution to redeem and cancel the cumulative preference shares.

Pursuant to the Dutch Civil Code, capital may only be repaid if none of ING Groep N.V.’s creditors opposes such a repayment within two months following the announcement of a resolution to that effect.

F-57

Notes to the consolidated financial statements continued

LIABILITIES

14 SUBORDINATED LOANS

Subordinated loans

						Notional amount in original currency						Balance sheet value
Interest rate	Year of issue		First call date	Step-up		Total		Lent on to ING Bank		Lent on to ING Insurance		2012		2011
9.000%		2008	None			EUR	10						10		10
8.500%		2008	15 September 2013		No	USD	2,000		2,000				1,508		1,527
8.000%		2008	18 April 2013		No	EUR	1,500		1,050		450		1,502		1,500
7.375%		2007	15 October 2012		No	USD	1,500		500		1,000		1,137		1,176
6.375%		2007	15 June 2012		No	USD	1,045		1,045				792		804
5.140%		2006	17 March 2016		Yes	GBP	66		66				81		79
5.775%		2005	8 December 2015		Yes	USD	364		364				288		292
6.125%		2005	15 January 2011		No	USD	700		400		300		529		533
4.176%		2005	8 June 2015		Yes	EUR	169				169		168		168
Variable		2004	30 June 2014		No	EUR	555		555				558		527
6.200%		2003	15 January 2009		No	USD	500		500				369		376
Variable		2003	30 June 2013		No	EUR	430		430				427		424
7.200%		2002	15 December 2007		No	USD	1,100				1,100		820		839
7.050%		2002	15 September 2007		No	USD	800		800				597		603
													8,786		8,858

Subordinated loans consist of perpetual subordinated bonds issued by ING Groep N.V. These bonds have been issued to raise hybrid capital for ING Verzekeringen N.V. and Tier 1 capital for ING Bank N.V. Under IFRS-IASB these bonds are classified as liabilities. They are considered capital for regulatory purposes.

On 12 December 2011 ING announced the launch of three separate exchange offers in Europe and tender offers in the United States of America, on a total of seven series of outstanding subordinated securities of ING entities with a total nominal value of approximately EUR 5.8 billion. Of this amount, EUR 4.8 billion relates to securities issued by ING Groep N.V. and EUR 1.0 billion issued by ING Verzekeringen N.V. All tender and exchange offers announced on 12 December 2011 were successfully completed on 23 December 2011 with an average participation of approximately 60%. As part of this initiative, EUR 0.9 billion intercompany debt from ING Bank N.V. to ING Groep N.V. was repaid. In addition, ING Groep N.V. issued one new senior bond with a nominal value of EUR 0.7 billion and ING Bank issued two new senior bonds with a nominal value of GBP 0.4 billion and EUR 0.4 billion respectively. The overall transaction resulted in a total gain of EUR 955 million (EUR 716 million after tax), including related hedge results and transaction costs. This gain is recognised in Other income. From this amount, EUR 767 million (EUR 574 million after tax) relates to ING Groep N.V., EUR 93 million (EUR 71 million after tax) to ING Bank N.V. and EUR 95 million (EUR 71 million after tax) to ING Verzekeringen N.V. This affects the subordinated securities as disclosed in this note and in Note 16 ‘Other borrowed funds’.

Subordinated loans provided by ING Groep N.V. to ING Bank N.V. and ING Verzekeringen N.V.

	2012		2011
ING Bank N.V.		6,352		6,190
ING Verzekeringen N.V.		2,424		2,658
		8,776		8,848

F-58

Notes to the consolidated financial statements continued

15 DEBT SECURITIES IN ISSUE

Debt securities in issue relate to debentures and other issued debt securities with either fixed interest rates or interest rates based on floating interest rate levels, such as certificates of deposit and accepted bills issued by ING Group, except for subordinated items. Debt securities in issue do not include debt securities presented as Financial liabilities at fair value through profit and loss. ING Group does not have debt securities that are issued on terms other than those available in the normal course of business. The maturities of the debt securities are as follows:

Debt securities in issue – maturities

	2012		2011
Fixed rate debt securities
Within 1 year		40,486		52,308
More than 1 year but less than 2 years		10,681		6,914
More than 2 years but less than 3 years		11,194		10,347
More than 3 years but less than 4 years		8,955		5,943
More than 4 years but less than 5 years		7,189		7,541
More than 5 years		29,191		20,655
Total fixed rate debt securities		107,696		103,708
Floating rate debt securities
Within 1 year		19,954		15,871
More than 1 year but less than 2 years		5,766		8,590
More than 2 years but less than 3 years		1,845		3,569
More than 3 years but less than 4 years		1,374		1,207
More than 4 years but less than 5 years		1,548		162
More than 5 years		5,253		6,754
Total floating rate debt securities		35,740		36,153
Total debt securities		143,436		139,861

As at 31 December 2012, ING Group has unused lines of credit available including the payment of commercial paper borrowings relating to debt securities in issue of EUR 13,129 million (2011: EUR 8,178 million).

On 8 March 2012, ING launched three separate exchange offers and consent solicitations on a total of three series of senior debt securities of ING Verzekeringen N.V. with a total nominal value of EUR 2.6 billion. Holders had the possibility to exchange the original securities into new securities issued by ING Group and/or consent to a modification of existing terms. On average 64% of the holders have accepted the offer to exchange into new securities issued by ING Group. The total nominal amount of the new securities issued by ING Group in exchange for the existing ING Verzekeringen N.V. securities is EUR 1,654 million. Approximately 6% of the holders, representing EUR 151 million, accepted a modification of the existing terms of the securities. The transactions were completed on 30 March 2012. A charge of EUR 39 million (EUR 30 million after tax) was recognised in the first quarter of 2012. The settlement date of the exchange offers and consent solicitations was on 4 April 2012.

ING U.S., Inc. (ING U.S.) announced on 16 July 2012 that it completed a private debt offering of USD 850 million principal amount of its 5.5% Senior Notes due in 2022.

The following bonds are all issued under the Credit Guarantee Scheme of the State of the Netherlands. ING Group pays a fee of 84 basis points over the issued bonds to the Dutch State to participate in the Credit Guarantee Scheme:

• ING Bank issued a 5 year EUR 4 billion fixed rate government guaranteed senior unsecured bond in February 2009. The issue was priced at a fixed rate of 3.375%, 75 basis points over mid-swaps; and

• ING Bank issued a 5 year USD 2 billion fixed rate government guaranteed senior unsecured bond in March 2009. The issue was priced at a fixed coupon of 3.90%, 145 basis points over USD mid-swaps.

F-59

Notes to the consolidated financial statements continued

16 OTHER BORROWED FUNDS

Other borrowed funds by remaining term

	Years after
2012	2013		2014		2015		2016		2017		2017		Total
Subordinated loans of group companies		678		88		872		2,055		2,062		3,249		9,004
Preference shares of group companies												396		396
Loans contracted		430		814						4		1,806		3,054
Loans from credit institutions		3,284		57				60				868		4,269
		4,392		959		872		2,115		2,066		6,319		16,723

Other borrowed funds by remaining term

	Years after
2011	2012		2013		2014		2015		2016		2016		Total
Subordinated loans of group companies		2,907		1,181		81		918		2,309		4,752		12,148
Preference shares of group companies												404		404
Loans contracted		428				76						1,783		2,287
Loans from credit institutions		4,052		28		29		28		28		680		4,845
		7,387		1,209		186		946		2,337		7,619		19,684

Subordinated loans of group companies relate to capital debentures and private loans which are subordinated to all current and future liabilities of ING Bank N.V.

Preference shares of group companies comprises non-cumulative guaranteed Trust Preference Securities which are issued by wholly owned subsidiaries of ING Groep N.V. These securities have a liquidation preference of a certain amount plus any accrued interest and unpaid dividend. Dividends with regard to these preference securities are presented as an interest expense in the profit and loss account.

These trust preference securities have no voting rights.

17 INSURANCE AND INVESTMENT CONTRACTS, REINSURANCE CONTRACTS

The Provision for insurance and investment contracts, net of reinsurance (i.e. the provision for ING Group’s own account) is presented gross in the balance sheet as ‘Insurance and investment contracts’. The related reinsurance is presented as ‘Reinsurance contracts’ under Assets in the balance sheet.

Insurance and investment contracts, reinsurance contracts

	Provision net of reinsurance				Reinsurance contracts				Insurance and investment contracts
	2012		2011		2012		2011		2012		2011
Provision for non-participating life policy liabilities		62,797		88,492		5,065		5,534		67,862		94,026
Provision for participating life policy liabilities		47,801		52,753		87		102		47,888		52,855
Provision for (deferred) profit sharing and rebates		7,236		5,623		3		2		7,239		5,625
Life insurance provisions excluding provisions for risk of policyholders		117,834		146,868		5,155		5,638		122,989		152,506
Provision for life insurance for risk of policyholders		90,754		109,487		49		136		90,803		109,623
Life insurance provisions		208,588		256,355		5,204		5,774		213,792		262,129
Provision for unearned premiums and unexpired risks		265		297		2		4		267		301
Reported claims provision		2,621		2,620		82		89		2,703		2,709
Claims incurred but not reported (IBNR)		558		493		2		3		560		496
Claims provisions		3,179		3,113		84		92		3,263		3,205
Total provisions for insurance contracts		212,032		259,765		5,290		5,870		217,322		265,635
Investment contracts for risk of company		4,561		6,259						4,561		6,259
Investment contracts for risk of policyholders		8,067		6,939						8,067		6,939
Total provisions for investment contracts		12,628		13,198						12,628		13,198
Total		224,660		272,963		5,290		5,870		229,950		278,833

F-60

Notes to the consolidated financial statements continued

The deferred profit sharing amount on unrealised revaluation is included in Provision for (deferred) profit sharing and rebates and amounts to EUR 6,304 million as at 31 December 2012 (2011: EUR 3,721 million).

Changes in life insurance provisions

	Provision net of reinsurance (excluding provision for life insurance for risk of policyholders)				Provision for life insurance for risk of policyholders (net of reinsurance)				Reinsurance contracts				Life insurance provisions
	2012		2011		2012		2011		2012		2011		2012		2011
Opening balance		146,868		135,314		109,487		114,603		5,774		5,685		262,129		255,602
Changes in the composition of the group and other		–31,577		–335		–23,852		–1,781		–244		–65		–55,673		–2,181
		115,291		134,979		85,635		112,822		5,530		5,620		206,456		253,421
Current year provisions		13,221		13,774		9,122		7,623		381		636		22,724		22,033
Change in deferred profit sharing liability		2,889		1,963										2,889		1,963
Prior year provisions
– benefit payments to policyholders		–16,074		–13,872		–14,919		–12,548		–668		–700		–31,661		–27,120
– interest accrual and changes in fair value of liabilities		4,651		6,302						38		35		4,689		6,337
– valuation changes for risk of policyholders						13,909		–1,190						13,909		–1,190
– effect of changes in other assumptions		–275		635		–77		–17		16		–2		–336		616
		–11,698		–6,935		–1,087		–13,755		–614		–667		–13,399		–21,357
Exchange rate differences		–1,869		3,087		–2,916		2,797		–93		185		–4,878		6,069
Closing balance		117,834		146,868		90,754		109,487		5,204		5,774		213,792		262,129

Where discounting is used in the calculation of life insurance provisions, the rate is within the range 3.0% to 5.1% (2011: 2.8% to 5.5%) based on weighted averages. The change is mainly due to a change in the composition of the portfolio.

Insurance provisions include a provision for the estimated cost of the agreement with regard to unit-linked policies. For more information reference is made to Note 32 ‘Legal proceedings’.

In 2012, ‘Changes in the composition of the group and other changes’ relates mainly to the classification of ING’s Insurance and investment management businesses in Asia as a disposal group held for sale. Reference is made to Note 11 ‘Assets and liabilities held for sale’.

In 2011, ‘Changes in the composition and other changes’ includes the transfers of certain insurance contracts outside ING.

In 2012, ‘Effect of changes in other assumptions’ includes EUR –104 million relating to the assumptions refinement for the Insurance US Closed Block Variable Annuity (VA) business. Reference is made to Note 44 ‘Underwriting expenditure’.

In 2011, ‘Effect of changes in other assumptions’ includes EUR 611 million relating to the assumption review for the Insurance US Closed Block Variable Annuity (VA) business. Reference is made to Note 44 ‘Underwriting expenditure’.

ING transferred part of its life insurance business to Scottish Re in 2004 by means of a co-insurance contract. This business continues to be included in Life insurance provisions. The related asset from the co-insurance contract is recognised under Reinsurance contracts. On 23 January 2009, Hannover Re and Scottish Re announced that Hannover Re has agreed to assume the ING individual life reinsurance business originally transferred to Scottish Re in 2004.

ING transferred its US group reinsurance business to Reinsurance Group of America Inc. in 2010 by means of a reinsurance agreement. This business continues to be included in Life insurance provisions. The related asset from the reinsurance contract is recognised under Reinsurance contracts.

To the extent that the assuming reinsurers are unable to meet their obligations, the Group is liable to its policyholders for the portion reinsured. Consequently, provisions are made for receivables on reinsurance contracts which are deemed uncollectable. The life reinsurance market is highly concentrated and, therefore, diversification of exposure is inherently difficult. To minimise its exposure to significant losses from reinsurer insolvencies, the Group evaluates the financial condition of its reinsurers, monitors concentrations of credit risk arising from similar geographical regions, activities or economic characteristics of the reinsurer and maintains collateral. Reference is also made to the ‘Risk management’ section.

F-61

Notes to the consolidated financial statements continued

As at 31 December 2012, the total Reinsurance exposure, including Reinsurance contracts and Receivables from reinsurers (presented in Other assets) amounts to EUR 5,920 million (2011: EUR 6,536 million). There was no provision for uncollectable reinsurance in 2012 and 2011.

Changes in provision for unearned premiums and unexpired risks

	Provision net of reinsurance				Reinsurance contracts				Provision for unearned premiums and unexpired risks
	2012		2011		2012		2011		2012		2011
Opening balance		297		345		4		4		301		349
Changes in the composition of the group		–12		–8		–2				–14		–8
		285		337		2		4		287		341
Premiums written		1,693		1,682		40		43		1,733		1,725
Premiums earned during the year		–1,715		–1,708		–40		–43		–1,755		–1,751
Exchange rate differences				1								1
Other changes		2		–15						2		–15
Closing balance		265		297		2		4		267		301

Changes in claims provisions

	Provision net of reinsurance				Reinsurance contracts				Claims provisions
	2012		2011		2012		2011		2012		2011
Opening balance		3,113		3,103		92		100		3,205		3,203
Changes in the composition of the group		–15		–7		–1				–16		–7
		3,098		3,096		91		100		3,189		3,196
Additions
– for the current year		1,213		1,166		6		10		1,219		1,176
– for prior years		–39		–71		2		–11		–37		–82
– interest accrual of provision		45		40						45		40
		1,219		1,135		8		–1		1,227		1,134
Claim settlements and claim settlement costs
– for the current year		–473		–472		–1		–1		–474		–473
– for prior years		–643		–665		–13		–6		–656		–671
		–1,116		–1,137		–14		–7		–1,130		–1,144
Exchange rate differences		–1		2						–1		2
Other changes		–21		17		–1				–22		17
Closing balance		3,179		3,113		84		92		3,263		3,205

ING Group has an outstanding balance of EUR 36 million as at 31 December 2012 (2011: EUR 35 million) relating to environmental and asbestos claims of the insurance operations. In establishing the liability for unpaid claims and claims adjustment expenses related to asbestos related illness and toxic waste clean-up, management of ING Group considers facts currently known including current legislation and coverage litigation. Liabilities are recognised for IBNR claims and for known claims (including the costs of related litigation) when sufficient information has been obtained to indicate the involvement of a specific insurance policy, and management can reasonably estimate its liability. In addition, liabilities are reviewed and updated regularly.

Where discounting is used in the calculation of the claims provisions, based on weighted averages, the rate is within the range of 3.0% to 4.0% (2011: 3.0% to 4.0%).

F-62

Notes to the consolidated financial statements continued

Changes in investment contracts liabilities

	2012		2011
Opening balance		13,198		11,974
Changes in the composition of the group		–187
		13,011		11,974
Current year liabilities		8,865		7,867
Prior year provisions
– payments to contract holders		–9,471		–7,709
– interest accrual		30		39
– valuation changes investments		129		–55
		–9,312		–7,725
Exchange rate differences		–176		380
Other changes		240		702
Closing balance		12,628		13,198

Gross claims development table

	Underwriting year
	2004		2005		2006		2007		2008		2009		2010		2011		2012		Total
Estimate of cumulative claims:
At the end of underwriting year		1,040		1,109		1,100		1,020		1,078		1,200		1,169		1,218		1,232
1 year later		913		1,041		1,057		923		1,060		1,213		1,198		1,245
2 years later		789		940		978		859		1,030		1,153		1,159
3 years later		773		911		962		856		1,029		1,146
4 years later		777		896		969		836		1,020
5 years later		770		889		954		831
6 years later		763		870		959
7 years later		757		870
8 years later		751
Estimate of cumulative claims		751		870		959		831		1,020		1,146		1,159		1,245		1,232		9,213
Cumulative payments		–695		–751		–812		–647		–780		–827		–813		–720		–464		–6,509
		56		119		147		184		240		319		346		525		768		2,704
Effect of discounting		–7		–16		–18		–28		–34		–38		–48		–57		–32		–278
Liability recognised		49		103		129		156		206		281		298		468		736		2,426
Liability relating to underwriting years prior to 2004																				837
Total amount recognised in the balance sheet																				3,263

The Group applies the exemption in IFRS-IASB not to present Gross claims development for annual periods beginning before 1 January 2004 (the date of transition to IFRS-IASB) as it is impracticable to obtain such information.

F-63

Notes to the consolidated financial statements continued

18 AMOUNTS DUE TO BANKS

Amounts due to banks includes non-subordinated debt due to banks, other than amounts in the form of debt securities.

Amounts due to banks by type

	Netherlands				International				Total
	2012		2011		2012		2011		2012		2011
Non-interest bearing		1,777		1,350		423		808		2,200		2,158
Interest bearing		11,967		40,648		24,537		29,427		36,504		70,075
		13,744		41,998		24,960		30,235		38,704		72,233

In the last quarter of 2012, excess cash in the banking operations was used to redeem short-term professional funding.

Reference is made to Note 24 ‘Transfer of financial assets’ for information on securities lending as well as sale and repurchase transactions.

19 CUSTOMER DEPOSITS AND OTHER FUNDS ON DEPOSIT

Customer deposits and other funds on deposit

	2012		2011
Savings accounts		277,766		291,516
Credit balances on customer accounts		120,708		114,867
Corporate deposits		55,268		49,668
Other		1,261		11,496
		455,003		467,547

Customer deposits and other funds on deposit by type

	Netherlands				International				Total
	2012		2011		2012		2011		2012		2011
Non-interest bearing		12,938		13,294		8,888		9,447		21,826		22,741
Interest bearing		142,074		134,412		291,103		310,394		433,177		444,806
		155,012		147,706		299,991		319,841		455,003		467,547

The decrease in Customer deposits and other funds on deposit includes the disposal of ING Direct Canada and the announced disposal of ING Direct UK (classified as held for sale) as a result of which funds decreased by EUR 43.6 billion.

No funds have been entrusted to the Group by customers on terms other than those prevailing in the normal course of business.

Reference is made to Note 24 ‘Transfer of financial assets’ for information on securities lending as well as sale and repurchase transactions.

Savings accounts relate to the balances on savings accounts, savings books, savings deposits and time deposits of personal customers. The interest payable on savings accounts, which is contractually added to the accounts, is also included.

20 FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT AND LOSS

Financial liabilities at fair value through profit and loss

	2012		2011
Trading liabilities		83,652		107,682
Non-trading derivatives		18,752		22,165
Designated as at fair value through profit and loss		13,399		13,021
		115,803		142,868

Trading liabilities by type

	2012		2011
Equity securities		3,262		3,332
Debt securities		7,594		9,607
Funds on deposit		20,661		38,696
Derivatives		52,135		56,047
		83,652		107,682

Reference is made to Note 3 ‘Financial assets at fair value through profit and loss’ for information on trading.

Reference is made to Note 24 ‘Transfer of financial assets’ for information on securities lending as well as sale and repurchase transactions.

F-64

Notes to the consolidated financial statements continued

Non-trading derivatives by type

	2012		2011
Derivatives used in:
– fair value hedges		2,533		3,830
– cash flow hedges		6,439		6,462
– hedges of net investments in foreign operations		71		159
Other non-trading derivatives		9,709		11,714
		18,752		22,165

Other non-trading derivatives mainly includes interest rate swaps for which no hedge accounting is applied.

Designated as at fair value through profit and loss by type

	2012		2011
Debt securities		11,826		11,271
Funds entrusted		513		632
Subordinated liabilities		1,060		1,118
		13,399		13,021

In 2012, the change in the fair value of financial liabilities designated as at fair value through profit and loss attributable to changes in credit risk is EUR –633 million (2011: EUR 377 million) and EUR –38 million (2011: EUR 595 million) on a cumulative basis. This change has been determined as the amount of change in fair value of the financial liability that is not attributable to changes in market conditions that gave rise to market risk (i.e. mainly interest rate risk based on yield curves).

The amount that ING Group is contractually required to pay at maturity to the holders of financial liabilities designated as at fair value through profit and loss is EUR 12,987 million (2011: EUR 13,726 million).

21 OTHER LIABILITIES

Other liabilities by type

	2012		2011
Deferred tax liabilities		1,499		2,242
Income tax payable		956		858
Pension benefits		358		378
Post-employment benefits		183		179
Other staff-related liabilities		650		1,111
Other taxation and social security contributions		918		898
Deposits from reinsurers		869		1,015
Accrued interest		10,569		11,698
Costs payable		2,161		2,400
Amounts payable to brokers		50		72
Amounts payable to policyholders		2,138		2,173
Reorganisation provision		919		599
Other provisions		625		638
Share-based payment plan liabilities		47		39
Prepayments received under property under development		21		83
Amounts to be settled		4,831		5,442
Other		4,192		3,377
		30,986		33,202

Deferred taxes are recognised on all temporary differences under the liability method using tax rates applicable in the jurisdictions in which the Group is liable to taxation.

Other staff-related liabilities includes vacation leave provisions, variable compensation provisions, jubilee provisions and disability/illness provisions.

Other mainly relates to year-end accruals in the normal course of business.

F-65

Notes to the consolidated financial statements continued

Changes in deferred tax

	Net liability 2011		Change through equity		Change through net result		Changes in the composition of the group		Exchange rate differences		Other		Net liability 2012
Investments		1,625		2,749		95		–661		–48		9		3,769
Real estate investments		381				–23						–8		350
Financial assets and liabilities at fair value through profit and loss		–725				–366		1		9		–6		–1,087
Deferred acquisition costs and VOBA		2,731		–147		166		–1,301		–98				1,351
Depreciation		40				1		1				–1		41
Insurance provisions		–3,350		–803		–292		406		52		1		–3,986
Cash flow hedges		640		224		1		–1		1		–1		864
Pension and post-employment benefits		552				160		24		8		15		759
Other provisions		–256				346		–108		21		–22		–19
Receivables		–74				–8		–6						–88
Loans and advances to customers		-552		–82		–66		2		2				–696
Unused tax losses carried forward		–1,298				–228		93		–6		4		–1,435
Other		–273		79		25		177		13		2		23
		–559		2,020		–189		–1,373		–46		–7		–154
Comprising:
– deferred tax liabilities		2,242												1,499
– deferred tax assets		–2,801												–1,653
		–559												–154

In 2012, Changes in the composition of the group relates mainly to the classification of ING’s Insurance and investment management businesses in Asia as a disposal group held for sale. Reference is made to Note 11 ‘Assets and liabilities held for sale’.

Changes in deferred tax

Net liability 2010

Change through equity

Change through net result

Changes in the composition of the group

Exchange rate differences

Other

Net liability 2011

Investments

–296

1,188

452

208

74

–1

1,625

Real estate investments

383

–10

9

1

–2

381

Financial assets and liabilities at fair value through profit and loss

–527

–175

–9

6

–20

–725

Deferred acquisition costs and VOBA

3,111

–272

–194

–57

131

12

2,731

Fiscal reserve

1

–1

Depreciation

4

1

24

9

2

40

Insurance provisions

–1,866

–572

–773

–7

–130

–2

–3,350

Cash flow hedges

263

373

4

640

Pension and post-employment benefits

503

1

68

–12

–10

2

552

Other provisions

–655

379

25

16

–21

–256

Receivables

–51

–8

–12

–1

–2

–74

Loans and advances to customers

–608

97

–143

97

6

–1

–552

Unused tax losses carried forward

–1,851

–1

305

258

20

–29

–1,298

Other

–299

–65

27

–32

–17

113

–273

–1,888

750

–45

477

98

49

–559

Comprising:

– deferred tax liabilities

1,537

2,242

– deferred tax assets

–3,425

–2,801

–1,888

–559

In 2011, the amounts presented in the column ‘Changes in the composition of the group’ relate mainly to the classification of ING Direct USA as a disposal group held for sale. Reference is made to Note 11 ‘Assets and liabilities held for sale’.

F-66

Notes to the consolidated financial statements continued

Deferred tax in connection with unused tax losses carried forward

	2012			2011
Total unused tax losses carried forward		8,806			9,093
Unused tax losses carried forward not recognised as a deferred tax asset		–3,303			–4,529
Unused tax losses carried forward recognised as a deferred tax asset		5,503			4,564
Average tax rate		26.1	%		28.4	%
Deferred tax asset		1,435			1,298

The following tax losses carried forward and tax credits will expire as follows as at 31 December:

Total unused tax losses carried forward analysed by expiry terms

	No deferred tax asset recognised				Deferred tax asset recognised
	2012		2011		2012		2011
Within 1 year		38		30		18		49
More than 1 year but less than 5 years		427		378		198		539
More than 5 years but less than 10 years		157		774		3,227		1,971
More than 10 years but less than 20 years		2,397		3,185		12		192
Unlimited		284		162		2,048		1,813
		3,303		4,529		5,503		4,564

Deferred tax assets are recognised for temporary deductible differences, for tax losses carried forward and unused tax credits only to the extent that realisation of the related tax benefit is probable.

The deferred tax asset includes balances for which the utilisation is dependent on future taxable profits whilst the related entities have incurred losses in either the current year or the preceding year. The aggregate amount for the most significant entities where this applies is EUR 409 million (2011: EUR 490 million).

This can be specified by jurisdiction as follows:

Breakdown by jurisdiction

	Banking operations				Insurance operations				Total
	2012		2011		2012		2011		2012		2011
United States								120				120
Great Britain		17		116						17		116
Belgium						73		70		73		70
Australia		24		36						24		36
Spain		32				56		19		88		19
Germany		1		5						1		5
France		59		66						59		66
Mexico		4		32						4		32
Luxembourg		7								7
Italy		136		26						136		26
		280		281		129		209		409		490

In 2012, the deferred tax assets for banking operations, for which the utilisation is dependent of future taxable profits, as disclosed above, decreased for Great Britain due to the intended sale of ING Direct UK and for Mexico as Mexico became a run-off operation, and therefore they are not able to recover the losses. The increase in Italy is due to the losses in 2012.

Recognition is based on the fact that it is probable that the entity will have taxable profits and/or can utilise tax planning opportunities before expiration of the deferred tax assets. Changes in circumstances in future periods may adversely impact the assessment of the recoverability. The uncertainty of the recoverability is taken into account in establishing the deferred tax assets.

As at 31 December 2012 and 31 December 2011, ING Group had no significant temporary differences associated with the parent company’s investments in subsidiaries, branches and associates and interest in joint ventures as any economic benefit from those investments will not be taxable at parent company level.

Sections 382 and 383 of the U.S. Internal Revenue Code, as amended, operate as anti-abuse rules, the general purpose of which is to prevent trafficking in tax losses and credits, but which can apply without regard to whether a ‘loss trafficking’ transaction occurs or is intended. These rules are triggered when an ‘ownership change’ – generally defined as when the ownership of a company, or its parent, changes by more than 50% (measured by value) on a cumulative basis in any three year period – occurs. If triggered, the amount of the

F-67

Notes to the consolidated financial statements continued

taxable income for any post-change year which may be offset by a pre-change loss is subject to an annual limitation. As of 31 December 2012, we believe that our U.S. subsidiaries have not had an ‘ownership change’ for purposes of Sections 382 and 383. However, this determination is subject to uncertainties and is based on various assumptions. Future increases of capital or other changes in ownership may adversely affect our cumulative ownership, and could trigger an ‘ownership change’, which could limit the ability of our U.S. subsidiaries to use tax attributes, and could correspondingly decrease the value of these attributes.

Changes in reorganisation provision

	2012		2011
Opening balance		599		434
Changes in the composition of the group				–1
Additions		838		531
Interest				5
Releases		–23		–14
Charges		–485		–358
Exchange rate differences		1		1
Other changes		–11		1
Closing balance		919		599

Additions to the reorganisation provision are mainly related to the restructurings for Retail banking in the Netherlands, Commercial banking and Insurance Eurasia.

A reorganisation provision of EUR 233 million is recognised in the segment Retail Netherlands (Bank) mainly as a result of entering the second phase of the transformation program. The transformation program aims to streamline IT systems as well as the further development and integration of ING’s mobile banking services. These measures are expected to result in a further reduction of the workforce of around 1,400 FTEs (of which 400 external FTEs) over a period of three years.

A reorganisation provision of EUR 191 million is recognised in the segment Commercial Banking following a strategic review of the business portfolio through right-sizing of the equities business, run-off of certain leasing units and further operational improvements in several businesses. These measures are expected to result in a reduction of the workforce of around 1,000 FTE’s over a period of three years.

A reorganisation provision of EUR 172 million is recognised in the segment Insurance Benelux and EUR 27 million is recognised in the Corporate line Insurance following the initiative to accelerate the transformation program in preparation for the stand-alone future of Insurance Eurasia. In response to changing customer preferences and market dynamics, Insurance Eurasia is undertaking actions to increase its agility in the current operating environment by delayering the support staff structure in the Netherlands and sharpen the strategic focus of its business units, in particular Nationale-Nederlanden (NN). These measures are expected to result in a reduction of the workforce of around 1,350 FTE’s over a period of two years.

An additional reorganisation provision of EUR 55 million is recognised in the segment Insurance Benelux for the strategic initiatives announced in 2011. The main goals of the strategic initiative are to regain customer trust, diversify distribution channels, implement a new product range and increase efficiency. In 2012, the reorganisation measures resulted in a reduction of the workforce of 470 FTE’s.

Each of these initiatives will be implemented over a period of several year and the estimate of the reorganisation provisions is inherently uncertain. However, the provision at balance sheet date represent the best estimate of the expected redundancy costs and are expected to be sufficient to cover these costs.

As at 31 December 2011, the provision for reorganisation, of which EUR 457 million relates to termination benefits, relates to Dutch Retail Banking activities as well as other restructuring activities.

Changes in other provisions

	Litigation				Other				Total
	2012		2011		2012		2011		2012		2011
Opening balance		297		304		341		229		638		533
Changes in the composition of the group		–3		–3		–118		–12		–121		–15
Additions		9		19		249		162		258		181
Releases		–27		–7		–39		–2		–66		–9
Charges		–40		–21		–33		–56		–73		–77
Exchange rate differences		–1		–5		–6		3		–7		–2
Other changes		–16		10		12		17		–4		27
Closing balance		219		297		406		341		625		638

The provision for the estimated cost of the agreement with regard to unit-linked policies is included in ‘Insurance and investment contracts’ as disclosed in Note 17.

F-68

Notes to the consolidated financial statements continued

In general, Reorganisation and Other provisions are of a short-term nature.

The amounts included in other provisions are based on best estimates with regard to amounts and timing of cash flows required to settle the obligation.

Pension and post-employment benefits

Summary of pension benefits

	2012		2011		2010		2009		2008
Defined benefit obligation		22,079		16,212		16,183		14,209		14,271
Fair value of plan assets		22,869		20,077		17,364		15,310		13,366
		–790		–3,865		–1,181		–1,101		905
Unrecognised past service costs				–2		–3		–3		–5
Unrecognised actuarial gains/(losses)		–3,474		483		–1,731		–1,450		–2,072
Restrictions on pension asset recognised
Net liability (asset) recognised in the balance sheet		–4,264		–3,384		–2,915		–2,554		–1,172
Presented as:
– Other liabilities		358		378		543		589		609
– Other assets		–4,622		–3,762		–3,458		–3,143		–1,781
		–4,264		–3,384		–2,915		–2,554		–1,172

Summary of post-employment benefits

	2012		2011		2010		2009		2008
Defined benefit obligation		190		176		168		156		210
		190		176		168		156		210
Unrecognised past service costs		2		3		3		8		2
Unrecognised actuarial gains/(losses)		–9				1		11		7
		183		179		172		175		219

The Group maintains defined benefit retirement plans in some of the countries of operation. These plans provide benefits that are related to the remuneration and service of employees upon retirement. The benefits in some of these plans are subject to various forms of indexation. The indexation is, in some cases, at the discretion of management; in other cases it is dependent upon the sufficiency of plan assets.

Annual contributions are paid to the funds at a rate necessary to adequately finance the accrued liabilities of the plans calculated in accordance with local legal requirements. Plans in all countries comply with applicable local regulations governing investments and funding levels.

The Group provides other post-employment employee benefits to certain employees and former employees. These are primarily post-employment healthcare benefits and discounts on ING products provided to employees and former employees.

Certain group companies sponsor defined contribution pension plans. The assets of all ING Group’s defined contribution plans are held in independently administered funds. Contributions are generally determined as a percentage of pay. These plans do not give rise to balance sheet provisions, other than relating to short-term timing differences included in current liabilities.

Actuarial gains and losses related to pensions and post-employment benefits for the year ended 31 December 2012 include EUR 1,743 million (2011: EUR 1,760 million; 2010: EUR 1,085 million; 2009: EUR 387 million; 2008: EUR –2,647 million) experience gain adjustments for assets and EUR –85 million (2011: EUR 10 million; 2010: EUR 154 million; 2009: EUR 172 million; 2008: EUR –70 million) experience gain adjustments for liabilities.

F-69

Notes to the consolidated financial statements continued

Changes in defined benefit obligation

	Pension benefits				Post-employment benefits other than pensions
	2012		2011		2012		2011
Opening balance		16,212		16,183		176		168
Current service cost		283		324		5		8
Interest cost		847		851		7		8
Employer’s contribution								4
Participants contributions		2		2
Benefits paid		–617		–666		–4		–5
Actuarial gains and losses		5,921		–455		8		–3
Past service cost		–2		–8				–4
Changes in the composition of the group and other changes		–80		13				–2
Effect of curtailment or settlement		–468		–110		–1
Exchange rate differences		–19		78		–1		2
Closing balance		22,079		16,212		190		176
Relating to:
– funded plans		21,954		16,111
– unfunded plans		125		101		190		176
		22,079		16,212		190		176

Actuarial gains and losses in 2012 include mainly the impact of the change in the discount rate from 5.3% to 3.7% as explained below.

In 2012, ING finalised its agreement on a new pension scheme for employees in the Netherlands, following acceptance by both the unions and their members. The new pension scheme will take effect on 1 January 2014 and will apply to the approximately 19,000 staff members in the Netherlands of ING Bank and WestlandUtrecht Bank as well as to the approximately 8,000 staff members in the Netherlands of Insurance/Investment Management (IM). Under the agreement, two new separate pension funds will be created, one for banking and one for Insurance/IM. The new scheme qualifies as a defined contribution under IFRS and will replace the existing defined benefit scheme in the Netherlands.

The key elements of the new scheme are:

• ING contributes a yearly pre-defined premium to the funds. The employee contribution to the new scheme will gradually increase to one-third of the base pension premium;

• The minimum salary level at which pensions are provided will be lowered to EUR 15,000;

• Pension benefit will be based on average wage over period of employment with a 2% annual accrual rate;

• The pension funds, not ING, will bear responsibility for funding adequacy; ING Bank and Insurance/IM to pay an additional risk premium;

• Responsibility for inflation indexation will move to the new funds; and

• Standard retirement age will be raised to 67.

As of the start of the new defined contribution plan on 1 January 2014, the current defined benefit plan will stop accruing new pension benefits. Accruals built up under the defined benefit plan up to that date will remain valid. The change to the new pension scheme represents a curtailment under IFRS and has resulted in a release of provisions previously taken by ING to cover estimated future liabilities in the existing defined benefit plan that are now no longer required. This release amounts to a one-off after tax gain of EUR 305 million (EUR 407 million before tax). The curtailment is included in the line Staff expenses in 2012. This curtailment relates to the current defined benefit plan in The Netherlands, which represents approximately 75% of the above defined benefit obligation.

In 2011, Effect of curtailment or settlement relates mainly to a curtailment in relation to the restructuring in Retail Netherlands and a curtailment in relation to a change in one of the pension plans in the United States.

The estimated unrecognised past service cost and unrecognised actuarial gains and losses for the defined benefit plans will be deducted from Shareholders’ equity as at 1 January 2013. Reference is made to ‘Amendments to IAS 19 Employee Benefits’ in the section ‘Upcoming changes in IFRS-IABS in 2013’ on page F-12.

F-70

Notes to the consolidated financial statements continued

Changes in fair value of plan assets

	Pension benefits
	2012		2011
Opening balance		20,077		17,364
Expected return on plan assets		870		877
Employer’s contribution		746		623
Participants contributions		18		15
Benefits paid		–613		–627
Actuarial gains and losses		1,790		1,746
Changes in the composition of the group and other changes		–32		7
Exchange rate differences		13		72
Closing balance		22,869		20,077

The actual return on the plan assets amounts to EUR 2,660 million (2011: EUR 2,623 million).

No plan assets are expected to be returned to ING Group during 2013.

Pension investment strategy

The primary financial objective of ING Employee Benefit Plans (the Plans) is to secure participant retirement benefits. As such, the key objective in the Plans’ financial management is to promote stability and, where appropriate, growth in funded status (i.e. the ratio of market value of assets to liabilities). The investment strategy for the Plans’ portfolios of assets (the Funds) balances the requirement to generate returns with the need to control risk. The asset mix is recognised as the primary mechanism to influence the reward and risk structure of the Funds in an effort to accomplish the Plans’ funding objectives. Desirable target allocations amongst identified asset classes are set and within each asset class, careful consideration is given to balancing the portfolios among industry sectors, geographical areas, interest rate sensitivity, dependence on economic growth, currency and other factors affecting investment returns. The assets are managed by professional investment firms. They are bound by precise mandates and are measured against specific benchmarks. Factors considered by the fund managers include balancing security concentration, investment style, and reliance on particular active investment strategies. The asset mixes of the Funds are reviewed on a regular basis. Generally, the Funds’ asset mixes will be rebalanced to the target mixes as individual portfolios approach their minimum or maximum levels.

Categories of plan assets in percentages

	Target allocation		Percentage of plan assets				Weighted average expected long-term rate of return
	2013		2012		2011		2012		2011
Equity securities		34		26		27		6.0		6.9
Debt securities		51		64		60		2.8		3.8
Other		15		10		13		4.3		5.2
		100		100		100		4.2		4.9

Equity securities include ING Groep N.V. ordinary shares of nil (0.00% of total plan assets) as at 31 December 2012 (2011: nil, 0.00% of total plan assets). Debt securities include investments in ING Group of EUR 44 million (0.20% of total plan assets) as at 31 December 2012 (2011: EUR 42 million, 0.30% of total plan assets). Other includes mainly real estate. Real estate occupied by ING Group as at 31 December 2012 which is included in Other includes nil (0.00% of total plan assets) (2011: nil, 0.00% of total plan assets).

Determination of expected return on assets

An important aspect of financial reporting is the assumption used for return on assets (ROA). The ROA is updated at least annually, taking into consideration the Plans’ asset allocations, historical returns on the types of assets held in the Funds, and the current economic environment. Based on these factors, it is expected that the Funds’ assets will earn an average annual percentage in the long-term. This estimate takes into account a reduction for administrative expenses and non-ING investment manager fees paid from the Funds. For estimation purposes, it is assumed that the long-term asset mixes will be consistent with the current mixes. Changes in the asset mixes could have an impact on the amount of recognised pension income or expense, the funded status of the Plans, and the need for future cash contributions.

F-71

Notes to the consolidated financial statements continued

Weighted averages of basic actuarial assumptions in annual % as at 31 December

	Pension benefits				Post-employment benefits other than pensions
	2012		2011		2012		2011
Discount rates		3.70		5.30		2.30		4.70
Mortality rates		0.80		1.00		0.80		1.00
Expected rates of salary increases (excluding promotion increases)		2.30		2.20		2.00		2.70
Medical cost trend rates						5.00		6.10
Indexation		1.80		1.80		2.00		2.00

The assumptions above are weighted by defined benefit obligations. The rates used for salary developments, interest discount factors and other adjustments reflect country-specific conditions.

The discount rate is the weighted average of the discount rates that are applied in different regions where the Group has defined benefit pension plans. The discount rate is based on a methodology that uses market yields on high quality corporate bonds of the specific regions with durations matching the pension liabilities as key input. Market yields of high quality corporate bonds reflect the yield on corporate bonds with an AA rating for durations where such yields are available. An extrapolation is applied in order to extrapolate the yield to the longer durations for which no AA-rated corporate bonds are available. As a result of the limited availability of long-duration AA-rated corporate bonds, extrapolation is an important element of the determination of the discount rate. The extrapolation was further refined for the eurozone in 2012. The discount rate decreased from 5.3% in 2011 to 3.7% in 2012. This decrease reflects the decrease in market interest rates, the narrowing of credit spreads and the above refinement of the extrapolation. The decrease in the discount rate resulted in an increase of the defined benefit obligation of approximately EUR 6 billion, which includes EUR -1.5 billion as a result of the above refinement of the extrapolation; this refinement of the extrapolation is part of the ‘Actuarial gains and losses’ and did not impact Shareholders’ equity and/or net result. As at 31 December 2012 the methodology remained to be based on AA-rated corporate bond yields. Discussions are ongoing, both in the industry and at the IASB, on whether the definition of ‘high quality corporate bonds’ for setting the discount rate for defined benefit pension liabilities should be broader than only AA-rated corporate bonds. ING Group will reconsider the methodology for setting the discount rate if and when appropriate.

An increase of 1% in the assumed medical cost trend rate for each future year would have resulted in an additional accumulated defined benefit obligation of EUR 1 million as at 31 December 2012 (2011: EUR 5 million) and no increase in the charge for the year (2011: EUR 1 million). A decrease of 1% in the medical cost trend rate for each future year would have resulted in lower defined benefit obligation of EUR 1 million as at 31 December 2012 (2011: EUR 5 million) and no decrease in the charge for the year (2011: EUR 2 million).

At 31 December 2012, the actuarial assumption for future indexation for inflation is 1.8% (at 31 December 2011: 1.8%). This percentage is mainly based on the expected inflation and the best estimate assumption for future indexation in the pension plan in the Netherlands. The best estimate assumption for future indexation reflects the uncertain circumstances and the impact thereof on the probability of granting indexation in the short-term future.

Expected cash flows

For 2013 the expected contributions to pension plans are EUR 679 million.

The following benefit payments, which reflect expected future service as appropriate, are expected to be made by the plan:

Benefit payments

	Pension benefits		Post- employment benefits other than pensions
2013		583		15
2014		568		14
2015		571		14
2016		598		14
2017		640		14
Years 2018 – 2022		3,710		47

F-72

Notes to the consolidated financial statements continued

22 ASSETS BY CONTRACTUAL MATURITY

Amounts presented in these tables by contractual maturity are the amounts as presented in the balance sheet.

Assets by contractual maturity

2012	Less than 1 month (1)		1-3 months		3-12 months		1-5 years		Over 5 years		Maturity not applicable		Total
Cash and balances with central banks		17,657												17,657
Amounts due from banks		25,636		3,630		3,894		5,597		296				39,053
Financial assets at fair value through profit and loss
– trading assets		33,877		7,603		11,222		29,791		31,820		582		114,895
– investments for risk of policyholders (2)												98,765		98,765
– non-trading derivatives		360		196		860		5,236		7,299				13,951
– designated as at fair value through profit and loss		281		52		840		964		1,517		1,106		4,760
Investments
– available-for-sale		3,672		4,337		17,579		51,887		97,207		18,902		193,584
– held-to-maturity		1,267		1,168		1,007		2,774		329				6,545
Loans and advances to customers		61,733		13,909		32,494		127,836		318,986		1,942		556,900
Reinsurance contracts		19		49		281		1,277		1,992		1,672		5,290
Intangible assets		2		5		212		509		44		1,867		2,639
Deferred acquisition costs		19		18		77		158		316		3,961		4,549
Assets held for sale (3)				12,334								56,138		68,472
Other assets		10,659		2,759		5,995		3,946		5,214		330		28,903
Remaining assets (for which maturities are not applicable) (4)												6,165		6,165
Total assets		155,182		46,060		74,461		229,975		465,020		191,430		1,162,128

⁽¹⁾ Includes assets on demand.

⁽²⁾ Investments for risk of policyholders are managed on behalf of policyholders on a fair value basis. Although individual instruments may (or may not) have a maturity depending on their nature, this does not impact the liquidity position of ING.

⁽³⁾ Assets held for sale consist of the assets of the disposal groups classified as held for sale as disclosed in Note 11 ‘Assets and liabilities held for sale’. For these assets and liabilities, the underlying contractual maturities are no longer relevant to ING. For businesses for which a binding sale agreement exists, all related assets and liabilities held for sale are classified in accordance with the agreed or expected closing date. For other businesses, for which no sale agreement exists, assets and liabilities held for sale are included in ‘maturity not applicable’.

⁽⁴⁾ Included in remaining assets for which maturities are not applicable are property and equipment, real estate investments and investments in associates. Due to their nature remaining assets consist mainly of assets expected to be recovered after more than 12 months.

Assets by contractual maturity

2011	Less than 1 month (1)		1-3 months		3-12 months		1-5 years		Over 5 years		Maturity not applicable		Total
Cash and balances with central banks		31,194												31,194
Amounts due from banks		26,168		4,420		5,211		8,146		1,378				45,323
Financial assets at fair value through profit and loss
– trading assets		40,037		7,797		12,068		25,751		37,572		463		123,688
– investments for risk of policyholders (2)												116,438		116,438
– non-trading derivatives		637		521		1,789		5,913		8,299				17,159
– designated as at fair value through profit and loss		52		78		790		1,212		1,565		1,740		5,437
Investments
– available-for-sale		3,860		3,578		15,025		58,620		105,429		22,027		208,539
– held-to-maturity		285		999		1,029		6,314		241				8,868
Loans and advances to customers		71,742		13,229		34,457		147,566		325,733		4,150		596,877
Reinsurance contracts		17		39		234		1,026		2,656		1,898		5,870
Intangible assets		4		8		239		487		166		2,654		3,558
Deferred acquisition costs		19		22		98		698		3,630		5,737		10,204
Assets held for sale (3)				62,483										62,483
Other assets		10,857		3,190		7,407		4,094		4,969		499		31,016
Remaining assets (for which maturities are not applicable) (4)												6,926		6,926
Total assets		184,872		96,364		78,347		259,827		491,638		162,532		1,273,580

⁽¹⁾ Includes assets on demand.

⁽²⁾ Investments for risk of policyholders are managed on behalf of policyholders on a fair value basis. Although individual instruments may (or may not) have a maturity depending on their nature, this does not impact the liquidity position of ING.

⁽³⁾  Assets held for sale consist of the assets of the disposal groups classified as held for sale as disclosed in Note 11 ‘Assets and liabilities held for sale’. For these assets and liabilities, the underlying contractual maturities are no longer relevant to ING. For businesses for which a binding sale agreement exists, all related assets and liabilities held for sale are classified in accordance with the agreed or expected closing date. For other businesses, for which no sale agreement exists, assets and liabilities held for sale are included in ‘maturity not applicable’.

⁽⁴⁾ Included in remaining assets for which maturities are not applicable are property and equipment, real estate investments and investments in associates. Due to their nature remaining assets consist mainly of assets expected to be recovered after more than 12 months.

F-73

Notes to the consolidated financial statements continued

23 LIABILITIES BY MATURITY

The tables below include all financial liabilities by maturity based on contractual, undiscounted cash flows. Furthermore, the undiscounted future coupon interest on financial liabilities payable is included in a separate line and in the relevant maturity bucket. Derivative liabilities are included on a net basis if cash flows are settled net. For other derivative liabilities the contractual gross cash flow payable is included.

Non-financial liabilities are included based on a breakdown of the balance sheet amounts by expected maturity. Reference is made to the liquidity risk paragraph in the ‘Risk Management’ section for a description on how liquidity risk is managed.

Liabilities by maturity

2012	Less than 1 month (1)		1-3 months		3-12 months		1-5 years		Over 5 years		Maturity not applicable		Adjustment (2)		Total
Subordinated loans												8,817		–31		8,786
Debt securities in issue		12,521		22,543		25,373		48,562		30,626				3,811		143,436
Other borrowed funds		3,971		32		256		5,551		6,348		13		552		16,723
Amounts due to banks		24,016		3,875		3,305		2,757		4,751						38,704
Customer deposits and other funds on deposit		380,810		27,364		38,098		6,239		2,034				458		455,003
Financial liabilities at fair value through profit and loss
– other trading liabilities		20,040		2,668		1,404		1,992		4,168				1,245		31,517
– trading derivatives		2,934		3,516		10,365		27,178		21,614				–13,472		52,135
– non-trading derivatives		810		842		3,716		12,070		8,847		1,146		–8,679		18,752
– designated as at fair value through profit and loss		494		242		938		6,303		5,356				66		13,399
Financial liabilities		445,596		61,082		83,455		110,652		83,744		9,976		–16,050		778,455
Insurance and investment contracts		1,646		1,951		9,156		36,050		79,065		102,082				229,950
Liabilities held for sale (3)				18,900								50,995				69,895
Other liabilities		10,686		3,170		8,282		6,088		2,265		495				30,986
Non-financial liabilities		12,332		24,021		17,438		42,138		81,330		153,572				330,831
Total liabilities		457,928		85,103		100,893		152,790		165,074		163,548		–16,050		1,109,286
Coupon interest due on financial liabilities		1,748		957		4,226		9,169		42,409						58,509

⁽¹⁾ Includes liabilities on demand.

⁽²⁾ This column reconciles the contractual undiscounted cash flows on financial liabilities to the balance sheet values. The adjustments mainly relate to the impact of discounting and, for derivatives, to the fact that the contractual cash flows are presented on a gross basis (unless the cash flows are actually settled net).

⁽³⁾ Liabilities held for sale consist of the liabilities of the disposal groups classified as held for sale as disclosed in Note 11 ‘Assets and liabilities held for sale’. For these assets and liabilities, the underlying contractual maturities are no longer relevant to ING. For businesses for which a binding sale agreement exists, all related assets and liabilities held for sale are classified in accordance with the agreed or expected closing date. For other businesses, for which no sale agreement exists, assets and liabilities held for sale are included in ‘maturity not applicable’.

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Notes to the consolidated financial statements continued

Liabilities by maturity

2011	Less than 1 month (1)		1-3 months		3-12 months		1-5 years		Over 5 years		Maturity not applicable		Adjustment (2)		Total
Subordinated loans												8,939		–81		8,858
Debt securities in issue		28,883		24,725		13,570		49,469		21,072				2,142		139,861
Other borrowed funds		5,710		93		47		4,156		9,131		12		535		19,684
Amounts due to banks		49,608		11,691		3,825		1,808		5,317				–16		72,233
Customer deposits and other funds on deposit		385,934		25,895		40,658		12,205		2,079				776		467,547
Financial liabilities at fair value through profit and loss
– other trading liabilities		38,507		3,109		907		2,773		5,706				633		51,635
– trading derivatives		3,026		4,373		11,493		26,834		23,103				–12,782		56,047
– non-trading derivatives		891		828		4,335		12,536		9,529		1,130		–7,084		22,165
– designated as at fair value through profit and loss		301		398		2,062		6,007		4,525				–272		13,021
Financial liabilities		512,860		71,112		76,897		115,788		80,462		10,081		–16,149		851,051
Insurance and investment contracts		2,788		1,788		10,345		39,034		105,512		119,366				278,833
Liabilities held for sale (3)				64,265												64,265
Other liabilities		9,064		2,964		10,402		7,130		2,520		1,122				33,202
Non-financial liabilities		11,852		69,017		20,747		46,164		108,032		120,488				376,300
Total liabilities		524,712		140,129		97,644		161,952		188,494		130,569		–16,149		1,227,351
Coupon interest due on financial liabilities		6,799		1,088		4,185		10,651		41,831						64,554

⁽¹⁾ Includes liabilities on demand.

⁽²⁾ This column reconciles the contractual undiscounted cash flows on financial liabilities to the balance sheet values. The adjustments mainly relate to the impact of discounting and, for derivatives, to the fact that the contractual cash flows are presented on a gross basis (unless the cash flows are actually settled net).

⁽³⁾ Liabilities held for sale consist of the liabilities of the disposal groups classified as held for sale as disclosed in Note 11 ‘Assets and liabilities held for sale’. For these assets and liabilities, the underlying contractual maturities are no longer relevant to ING. For businesses for which a binding sale agreement exists, all related assets and liabilities held for sale are classified in accordance with the agreed or expected closing date. For other businesses, for which no sale agreement exists, assets and liabilities held for sale are included in ‘maturity not applicable’.

24 TRANSFER OF FINANCIAL ASSETS

The majority of ING’s financial assets, that have been transferred, but do not qualify for derecognition are debt instruments used in Securities Lending or Sale and Repurchase transactions. There are no significant assets and liabilities recognised as a result of continuing involvement in transferred assets. Reference is made to Note 29 ‘Special purpose entities and securitisations’.

Transfer of financial assets

	Securities lending				Sale and repurchase
2012	Equity		Debt		Equity Debt
Transferred assets at carrying amount
Amounts due from banks							1,321
Financial assets at fair value through profit and loss (1)		167		39		8,808	29,904
Investments				2,625			14,118
Loans and advances to customers							5,527
Associated liabilities at carrying amount
Amounts due to banks		n.a		n.a			5,723
Customer deposits and other funds on deposit		n.a		n.a			797
Financial liabilities at fair value through profit and loss		n.a		n.a		1,861	18,193

⁽¹⁾ Including assets obtained in Reverse repurchase transactions.

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Notes to the consolidated financial statements continued

Transfer of financial assets

	Securities lending				Sale and repurchase
2011	Equity		Debt		Equity		Debt
Transferred assets at carrying amount
Amounts due from banks								5,192
Financial assets at fair value through profit and loss (1)		591		47		12,258		30,398
Investments				8,888				21,183
Loans and advances to customers								3,006
Associated liabilities at carrying amount
Amounts due to banks		n.a		n.a				11,145
Customer deposits and other funds on deposit		n.a		n.a				5,730
Financial liabilities at fair value through profit and loss		n.a		n.a		4,768		33,243

⁽¹⁾  Including assets obtained in Reverse repurchase transactions.

The tables above do not include assets relating to the Illiquid Assets Back-up Facility that ING has agreed with the Dutch State. Reference is made to Note 34 ‘Related parties’ for detailed disclosure on the facility.

25 DERIVATIVES AND HEDGE ACCOUNTING

Use of derivatives and hedge accounting

As described in the ‘Risk management’ section, ING Group uses derivatives (principally interest rate swaps and cross currency interest rate swaps) for economic hedging purposes in the management of its asset and liability portfolios and structural positions. The objective of economic hedging is to enter into positions with an opposite risk profile to an identified exposure to reduce that exposure. The impact of ING Group’s hedging activities is to optimise the overall cost to the Group of accessing debt capital markets and to mitigate the market risk which would otherwise arise from structural imbalances in the duration and other profiles of its assets and liabilities. In addition, hedging activities are undertaken to hedge against the interest rate risk in the mortgage offer period in relation to retail mortgages and to lock in the interest margin in relation to interest bearing assets and the related funding.

The accounting treatment of hedge transactions varies according to the nature of the instrument hedged and whether the hedge qualifies under the IFRS-IASB hedge accounting rules. Derivatives that qualify for hedge accounting under IFRS-IASB are classified and accounted for in accordance with the nature of the instrument hedged and the type of IFRS-IASB hedge model that is applicable. The three models applicable under IFRS-IASB are: fair value hedge accounting, cash flow hedge accounting and net investment hedge accounting. These are described under the relevant headings below. The company’s detailed accounting policies for these three hedge models are set out in the section ‘Principles of valuation and determination of results’.

To qualify for hedge accounting under IFRS-IASB, strict criteria must be met. Certain hedges that are economically effective from a risk management perspective do not qualify for hedge accounting under IFRS-IASB. The fair value changes of derivatives relating to such non-qualifying hedges are taken to the profit and loss account. However, in certain cases, the Group mitigates the profit and loss account volatility by designating hedged assets and liabilities at fair value through profit and loss. If hedge accounting is applied under IFRS-IASB, it is possible that during the hedge a hedge relationship no longer qualifies for hedge accounting and hedge accounting cannot be continued, even if the hedge remains economically effective. As a result, the volatility arising from undertaking economic hedging in the profit and loss account may be higher than would be expected from an economic point of view.

With respect to exchange rate and interest rate derivative contracts, the notional or contractual amount of these instruments is indicative of the nominal value of transactions outstanding at the balance sheet date; however they do not represent amounts at risk. ING Group uses credit derivatives to manage its exposure to credit risk, including total return swaps and credit default swaps, to sell or buy protection for credit risk exposures in the loan, investment and trading portfolios. Hedge accounting is not applied in relation to credit derivatives.

Fair value hedge accounting

ING Group’s fair value hedges principally consist of interest rate swaps and cross-currency interest rate swaps that are used to protect against changes in the fair value of fixed-rate instruments due to movements in market interest rates.

Gains and losses on derivatives designated under fair value hedge accounting are recognised in the profit and loss account. The effective portion of the fair value change on the hedged item is also recognised in the profit and loss account. As a result, only the net accounting ineffectiveness has an impact on the net result.

For the year ended 31 December 2012, ING Group recognised EUR 446 million (2011: EUR 354 million) of fair value changes on derivatives designated under fair value hedge accounting in the profit and loss account. This amount was partly offset by EUR –345 million (2011: EUR –335 million) fair value changes recognised on hedged items. This resulted in EUR 101 million (2011: EUR 19 million) net accounting ineffectiveness recognised in the profit and loss account. As at 31 December 2012, the fair values of outstanding derivatives designated

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Notes to the consolidated financial statements continued

under fair value hedge accounting was EUR 393 million (2011: EUR –638 million), presented in the balance sheet as EUR 2,926 million (2011: EUR 3,192 million) positive fair values under assets and EUR 2,533 million (2011: EUR 3,830 million) negative fair values under liabilities.

Cash flow hedge accounting

ING Group’s cash flow hedges principally consist of (forward) interest rate swaps and cross-currency interest rate swaps that are used to protect against its exposure to variability in future interest cash flows on non-trading assets and liabilities that bear interest at variable rates or are expected to be refunded or reinvested in the future. The amounts and timing of future cash flows, representing both principal and interest flows, are projected for each portfolio of financial assets and liabilities, based on contractual terms and other relevant factors including estimates of prepayments and defaults. The aggregate principal balances and interest cash flows for the respective portfolios form the basis for identifying the notional amount subject to interest rate risk that is designated under cash flow hedge accounting.

Gains and losses on the effective portions of derivatives designated under cash flow hedge accounting are recognised in Shareholders’ equity. Interest cash flows on these derivatives are recognised in the profit and loss account in interest result consistent with the manner in which the forecast cash flows affect net result. The gains and losses on ineffective portions of such derivatives are recognised immediately in the profit and loss account.

For the year ended 31 December 2012, ING Group recognised EUR 716 million (2011: EUR 1,124 million) after tax in equity as effective fair value changes on derivatives under cash flow hedge accounting. As a consequence, the balance of the cash flow hedge reserve in equity as at 31 December 2012 was EUR 3,558 million (2011: EUR 2,611 million) gross and EUR 2,689 million (2011: EUR 1,971 million) after deferred tax. This cash flow hedge reserve will fluctuate with the fair value changes of the underlying derivatives and will be reflected in the profit and loss account under Interest income/expense over the remaining term of the underlying hedged items. The cash flow hedge reserve relates to a large number of derivatives and hedged items with varying maturities, up to 45 years for insurance operations and 29 years for banking operations, with the largest concentrations in the range of 1 to 9 years for insurance operations and 1 to 5 years for banking operations. Accounting ineffectiveness on derivatives designated under cash flow hedge accounting resulted in a gain of EUR 6 million (2011: EUR 11 million loss) which was recognised in the profit and loss account.

As at 31 December 2012, the fair value of outstanding derivatives designated under cash flow hedge accounting was EUR 1,032 million (2011: EUR 179 million), presented in the balance sheet as EUR 7,471 million (2011: EUR 6,641 million) positive fair values under assets and EUR 6,439 million (2011: EUR 6,462 million) negative fair values under liabilities.

As at 31 December 2012, the fair value of outstanding non-derivatives designated as hedging instruments for cash flow hedge accounting purposes was EUR 267 million (2011: EUR –21 million).

Included in Interest income and interest expense on non-trading derivatives is EUR 2,598 million (2011: EUR 2,966 million) and EUR 2,620 million (2011: EUR 2,959 million), respectively, relating to derivatives used in cash flow hedges.

Hedges of net investments in foreign operations

ING Group’s net investment hedges principally consist of derivatives (including currency forwards and swaps) and non-derivative financial instruments such as foreign currency denominated funding that are used to protect against foreign currency exposures on foreign subsidiaries.

Gains and losses on the effective portions of derivatives designated under net investment hedge accounting are recognised in Shareholders’ equity. The balance in equity is recognised in the profit and loss account when the related foreign subsidiary is disposed. The gains and losses on ineffective portions are recognised immediately in the profit and loss account.

As at 31 December 2012, the fair value of outstanding derivatives designated under net investment hedge accounting was EUR –22 million (2011: EUR –18 million), presented in the balance sheet as EUR 49 million (2011: EUR 141 million) positive fair values under assets and EUR 71 million (2011: EUR 159 million) negative fair values under liabilities.

As at 31 December 2012, the fair value of outstanding non-derivatives designated under net investment hedge accounting was EUR –1,133 million (2011: EUR –335 million).

Accounting ineffectiveness recognised in the profit and loss account for the year ended 31 December 2012 on derivatives and non-derivatives designated under net investment hedge accounting was nil (2011: EUR 8 million).

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Notes to the consolidated financial statements continued

26 DISCONTINUED OPERATIONS

General

ING’s Insurance and investment management businesses in Asia and the reinsured Japan SPVA businesses in corporate reinsurance (‘Asia’) are classified as discontinued operations.

In 2011, ING’s pension, life insurance and investment management activities in Latin America (‘Latin America’) were classified as discontinued operations. The divestment of Latin America was completed in December 2011.

Total net result from discontinued operations

	2012		2011		2010
Asia		548		570		198
Latin America				114		216
Net result from discontinued operations		548		684		414
Net result from classification as discontinued operations Asia		–394
Net result from disposal of discontinued operations (1)		752		995
Total net result from discontinued operations		906		1,679		414

⁽¹⁾  The tax effect on the result on disposal of discontinued operations is nil.

In 2012 and 2011, Net result from discontinued operations includes the net result (after tax) of the businesses classified as discontinued operations and is presented separately in the profit and loss account. Result from discontinued operations was as follows:

Result from discontinued operations 2012 – Asia (2011 and 2010: Asia and Latin America)

	2012		2011		2010
Total income		8,388		10,085		9,726
Total expenses		7,632		9,252		9,178
Result before tax from discontinued operations		756		833		548
Tax		208		149		134
Net result from discontinued operations		548		684		414

In 2012, Net result from classification as discontinued operations Asia includes goodwill write-offs of EUR 200 million in ING Life Korea, EUR 180 million in Investment Management Korea and EUR 15 million in ING Vysya Life Insurance. Reference is made to Note 11 ‘Assets and liabilities held for sale’.

In 2012, Net result from disposal of discontinued operations includes the divestment gain on the sale of the Insurance businesses in Malaysia. In 2011, Net result from disposal of discontinued operations includes the divestment gain on the sale of Latin America. Reference is made to Note 31 ‘Companies acquired and companies disposed’.

The net cash flow from discontinued operations was as follows:

Net cash flow from discontinued operations 2012 – Asia (2011 and 2010: Asia and Latin America)

	2012		2011		2010
Operating cash flow		3,181		2,038		1,239
Investing cash flow		–3,022		–2,156		–2,138
Financing cash flow		–142		–200		1,406
Net cash flow		17		–318		507

Sales proceeds in cash in 2012 of EUR 1,332 million (2011: EUR 2,572 million) is presented in the consolidated statement of cash flows under ‘Net cash flow from investment activities – Disposals and redemptions: group companies’ and is not included in the table above.

ING’s Insurance and investment management businesses in Asia and the reinsured Japan SPVA businesses in corporate reinsurance were previously included respectively in the segments Insurance Asia/Pacific, ING Investment Management and in the Corporate Line Insurance before they were classified as discontinued operations and held for sale. The segment Insurance Asia/Pacific ceased to exist, following the classification as discontinued operations, as all activities previously included in this segment are now discontinued operations.

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Notes to the consolidated financial statements continued

27 ASSETS NOT FREELY DISPOSABLE

The assets not freely disposable consist primarily of interest bearing securities pledged to secure deposits from De Nederlandsche Bank (the Dutch central bank) and other banks and serve to secure margin accounts or are used for other purposes required by law. The assets not freely disposable are as follows:

Assets not freely disposable

	2012		2011
Investments		970		1,610
Loans and advances to customers		25,375		29,800
Banks		16,420		18,033
Other assets		1,223		4,431
		43,988		53,874

Banks includes Amounts due from banks and balances with central banks. In some jurisdictions ING Bank N.V. has an obligation to maintain a reserve with central banks.

Loans and advances to customers that have been pledged as collateral for liquidity purposes, amount in the Netherlands to EUR 8 billion (2011: nil), in Germany to EUR 5 billion (2011: EUR 5 billion), in Spain to EUR 1 billion (2011: nil) and in the United States of EUR 0 billion (2011: EUR 9 billion) The amount in 2012 for the Netherlands (2011: United States) includes the loan to the Dutch State in connection with the Illiquid Assets Back-Up Facility agreement as disclosed in Note 34 ‘Related parties’.

The table does not include assets relating to securities lending as well as sale and repurchase transactions. Reference is made to Note 24 ‘Transfer of financial assets’.

There are no material terms and conditions relating to the collateral represented in the above table which are individually significant.

28 CONTINGENT LIABILITIES AND COMMITMENTS

In the normal course of business the Group is party to activities whose risks are not reflected in whole or in part in the consolidated financial statements. In response to the needs of its customers, the Group offers financial products related to loans. These products include traditional off-balance sheet credit-related financial instruments.

Contingent liabilities and commitments

2012	Less than 1 month		1-3 months		3-12 months		1-5 years		Over 5 years		Maturity not applicable		Total
Banking operations
Contingent liabilities in respect of
– discounted bills		1												1
– guarantees		17,427		387		924		1,140		4,156				24,034
– irrevocable letters of credit		7,220		5,747		1,266		312		7				14,552
– other		376		29		90		3						498
		25,024		6,163		2,280		1,455		4,163				39,085
Insurance operations
Commitments		556		229		134		188		68		69		1,244
Guarantees								6		9		1		16
		556		229		134		194		77		70		1,260
Irrevocable facilities		34,380		17,582		2,697		26,128		5,762				86,549
		59,960		23,974		5,111		27,777		10,002		70		126,894

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Notes to the consolidated financial statements continued

Contingent liabilities and commitments

2011	Less than 1 month		1-3 months		3-12 months		1-5 years		Over 5 years		Maturity not applicable		Total
Banking operations
Contingent liabilities in respect of
– discounted bills		1		1										2
– guarantees		18,614		867		820		1,484		3,832				25,617
– irrevocable letters of credit		9,271		6,156		1,569		193		17				17,206
– other		452		45		65		8						570
		28,338		7,069		2,454		1,685		3,849				43,395
Insurance operations
Commitments		1,148		158		174		227		3		115		1,825
Guarantees								9		10		5		24
		1,148		158		174		236		13		120		1,849
Irrevocable facilities		35,972		14,858		5,211		24,354		5,793				86,188
		65,458		22,085		7,839		26,275		9,655		120		131,432

Guarantees relate both to credit and non-credit substitute guarantees. Credit substitute guarantees are guarantees given by ING Group in respect of credit granted to customers by a third party. Many of them are expected to expire without being drawn on and therefore do not necessarily represent future cash outflows. In addition to the items included in contingent liabilities, ING Group has issued guarantees as a participant in collective arrangements of national industry bodies and as a participant in government required collective guarantee schemes which apply in different countries.

Irrevocable letters of credit mainly secure payments to third parties for a customer’s foreign and domestic trade transactions in order to finance a shipment of goods. ING Group’s credit risk in these transactions is limited since these transactions are collateralised by the commodity shipped and are of a short duration.

Other contingent liabilities include acceptances of bills and are of a short-term nature. Other contingent liabilities also include contingent liabilities resulting from the normal operations of the Real Estate business including obligations under development and construction contracts. None of the items included in Other contingent liabilities are individually significant.

Irrevocable facilities mainly constitute unused portions of irrevocable credit facilities granted to corporate clients. Many of these facilities are for a fixed duration and bear interest at a floating rate. ING Group’s credit risk and interest rate risk in these transactions is limited. The unused portion of irrevocable credit facilities is partly secured by customers’ assets or counter-guarantees by the central governments and exempted bodies under the regulatory requirements. Irrevocable facilities also include commitments made to purchase securities to be issued by governments and private issuers.

Furthermore, ING Group leases assets from third parties under operating leases as lessee. The future rental commitments to be paid under non-cancellable operating leases are as follows:

Future rental commitments for operating lease contracts

2013	241
2014	182
2015	165
2016	140
2017	104
Years after 2017	207

29 SPECIAL PURPOSE ENTITIES AND SECURITISATION

Securitisation

ING Group as originator

ING Group enters into synthetic securitisation programmes in order to reduce credit risk on certain assets. In synthetic securitisations, ING Group enters into a credit default swap with securitisation Special Purpose Entities (SPEs), in relation to which ING Group purchases credit protection in respect of residential mortgage loans and loans to small and medium-sized enterprises. The SPEs have in turn hedged their exposure with investors through the issue of credit linked notes or credit linked commercial paper. As a result of these transactions, ING Group has transferred a substantial part of the credit risk related to these loan portfolios to third-party investors. In general, the third-party investors in securities issued by the SPE have recourse only to the assets of the SPE and not to ING Group.

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Notes to the consolidated financial statements continued

After securitisation of these assets ING Group continues to recognise them on its balance sheet under Loans and advances to customers. These transactions are therefore not off-balance sheet arrangements.

Assets under synthetic securitisation programmes

	2012		2011
Loans to small and medium-sized enterprises		656		5,251
Mortgages		3,878		6,245
Total		4,534		11,496

In 2012, two synthetic securitisation have been unwound. The balance sheet and profit and loss account were not impacted by the unwinding.

In addition, ING Bank has originated various securitisations with approximately EUR 90 billion of AAA rated notes and subordinated notes, of which approximately EUR 3.5 billion is held by third parties. The underlying exposures are residential mortgages and SME loans. These securitisations are consolidated by ING Bank. Apart from the third party funding, these securitisations did not impact ING Bank’s consolidated balance sheet and profit and loss.

ING Group as sponsor of multi-seller conduit

In the normal course of business, ING Group structures financing transactions for its clients by assisting them in obtaining sources of liquidity by selling the clients’ receivables or other financial assets to an SPE. The SPE issues asset-backed commercial paper to the market to fund the purchases. ING Group, in its role as administrative agent, facilitates these transactions by providing structuring, accounting, funding and operations services.

ING Group supports the commercial paper programmes by providing the SPE with short-term standby liquidity facilities. These liquidity facilities are intended primarily to cover temporarily disruptions in the commercial paper market. Once drawn these facilities bear normal credit risk. A number of programmes are supported by granting structured liquidity facilities to the SPE, in which ING Group covers at least some of the credit risk incorporated in these programmes itself (in addition to normal liquidity facilities), and might suffer credit losses as a consequence. Furthermore, under a Programme Wide Credit Enhancement ING Group guarantees to a limited amount all remaining losses incorporated in the SPE to the commercial paper investors. All facilities, which vary in risk profile, are granted to the SPE subject to normal ING Group credit and liquidity risk analysis procedures. The fees received for services provided and for facilities are charged subject to market conditions. The SPE is included in the consolidation of ING Group. These transactions are therefore not off-balance sheet arrangements.

The normal non-structured standby liquidity facilities and the structured facilities are reported under irrevocable facilities.

ING Group as investor

As part of its investment activities, ING Group invests in securitisations by purchasing notes or by selling credit protection in the market using credit default swaps from securitisation SPEs. For certain own asset securitisation programmes ING Group acts as a market maker and holds limited positions in this capacity.

Other entities

ING Group is also a party to other SPEs used, for example, in structured finance and leasing transactions.

Investment funds

ING Group as fund manager and investor

ING Group sets up investment funds for which it acts as a fund manager and sole investor at the inception of the fund. Subsequently, ING Group will seek third-party investors to invest in the fund, thereby reducing the interest of ING Group. In general, ING Group will maintain a small percentage of interest in these funds. These funds are included in the consolidated financial statements of the Group if and when control exists, taking into account both ING Group’s financial interests for own risk and its role as investment manager.

ING Group as fund manager

ING Group acts as fund manager for several funds. Fees related to these management activities are charged on an at arm’s-length basis. In general, as a fund manager ING Group will hold these funds in a fiduciary capacity. These funds are therefore generally not included in the consolidated financial statements of ING Group.

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Notes to the consolidated financial statements continued

30 PRINCIPAL SUBSIDIARIES

The principal subsidiaries of ING Groep N.V. and their statutory place of incorporation or primary place of business are as follows:

Companies treated as part of the banking operations
ING Bank N.V.	The Netherlands
Bank Mendes Gans N.V.	The Netherlands
ING Lease (Nederland) B.V.	The Netherlands
ING Corporate Investments B.V.	The Netherlands
ING Vastgoed Management Holding B.V.	The Netherlands
ING Commercial Finance B.V.	The Netherlands
WestlandUtrecht Bank N.V.	The Netherlands
ING België N.V.	Belgium
Record Bank N.V.	Belgium
ING Luxembourg S.A.	Luxembourg
ING Bank Slaski S.A.	Poland
ING Financial Holdings Corporation	United States of America
ING Vysya Bank Limited.	India
ING Direct N.V.	Germany, Spain, Australia, France, Italy, United Kingdom
ING Bank A.S.	Turkey
Companies treated as part of the insurance operations
ING Verzekeringen N.V.	The Netherlands
Nationale-Nederlanden Levensverzekering Maatschappij N.V.	The Netherlands
Nationale-Nederlanden Schadeverzekering Maatschappij N.V.	The Netherlands
ING Insurance Eurasia N.V.	The Netherlands
Parcom Capital B.V.	The Netherlands
Nationale-Nederlanden Services N.V.	The Netherlands
Movir N.V.	The Netherlands
ING Re (Netherlands) N.V.	The Netherlands
ING Fund Management B.V.	The Netherlands
REI Fund Netherlands B.V.	The Netherlands
ING Životná poist’ovna a.s.	Slovakia
ING Uslugi Finansowe S.A.	Poland
ING Powszechne Towarzystwo Emerytalne S.A.	Poland
ING Asigurari de Viata S.A.	Romania
ING Greek Life Insurance Company S.A.	Greece
ING Biztosító Zártkörûen Mûködõ Részvénytársaság	Hungary
Nationale-Nederlanden Vida, Compañia de Seguros y Reaseguros S.A.	Spain
Nationale-Nederlanden Generales, Compañia de Seguros y Reaseguros S.A.	Spain
ING U.S., Inc.	United States of America
ING International Nominee Holdings, Inc.	United States of America
ING Life Insurance and Annuity Company	United States of America
ING North America Insurance Corporation	United States of America
Lion Connecticut Holdings Inc.	United States of America
ReliaStar Life Insurance Company	United States of America
ReliaStar Life Insurance Company of New York	United States of America
Security Life of Denver Insurance Company	United States of America
ING USA Annuity and Life Insurance Company	United States of America
ING Investment Management Co	United States of America
Security Life of Denver International Limited	Cayman Islands
ING Life Insurance Company Limited	Japan
ING Life Insurance Company Korea, Ltd.	South Korea
ING Life Insurance Company (Bermuda) Limited	Hong Kong

F-82

Notes to the consolidated financial statements continued

31 COMPANIES ACQUIRED AND COMPANIES DISPOSED

Acquisitions effective in 2012

There were no significant acquisitions in 2012.

Disposals announced in 2013

ING Vysya Life Insurance

In January 2013, ING announced it has agreed to sell its full interest in ING Vysya Life Insurance Company Ltd. to its joint venture partner Exide Industries Ltd. ING’s exit from the Indian life insurance joint venture is part of the previously announced intended divestment of ING’s Insurance and investment management businesses in Asia. The transaction is expected to result in a loss and therefore, the related goodwill has been reduced by EUR 15 million in the fourth quarter of 2012. Subject to regulatory approvals, the transaction is expected to close in the first half of 2013.

Disposals effective in 2012

Insurance businesses in Malaysia

In October 2012, ING announced that it has reached an agreement with AIA Group Ltd. on the sale of ING’s insurance operations in Malaysia, which include its life insurance business, its market-leading employee benefits business and its 60% stake in ING Public Takaful Ehsan Berhad. ING received a total cash consideration of EUR 1.3 billion. In December 2012, ING announced that it has completed the sale with a net transaction gain of EUR 745 million after tax.

ING Direct Canada

In August 2012, ING announced that it reached an agreement to sell ING Direct Canada for a total consideration of CAD 3.1 billion (approximately EUR 2.4 billion) to Scotiabank, a leading Canadian financial services company. ING Direct Canada had approximately CAD 40 billion in assets. The sale of ING Direct Canada lead to a transaction gain of EUR 1.1 billion after tax. Under the terms of the sale agreement, Scotiabank paid CAD 3.1 billion in cash for all of the shares in ING Bank of Canada, which is the formal name of ING Direct Canada. In addition to this, Scotiabank assumed the responsibility to redeem on 5 March 2013 (which is the first eligible call date after closing) a locally issued lower tier 2 bond (ISIN CA 456847AA01) with a total outstanding amount of CAD 321 million, which carries a guarantee from ING Bank. ING Direct Canada was included in the segment Retail Rest of World. In November 2012, ING announced that the transaction closed.

ING Direct USA

In June 2011, ING announced that it reached an agreement to sell ING Direct USA to Capital One Financial Corporation, a leading US-based financial holding company. In February 2012, ING announced that the transaction closed. Total proceeds of the transaction were approximately USD 9.0 billion (or approximately EUR 6.9 billion), including USD 6.3 billion in cash and USD 2.7 billion in the form of 54.0 million shares in Capital One, based on the share price of USD 49.29 at closing on 16 February 2012. These shares represented a 9.7% stake in Capital One at closing. The transaction resulted in a positive result after tax of EUR 489 million and had a positive impact on ING Bank’s core Tier 1 ratio of approximately 80 basis points at closing. This result included the release of the currency translation reserve and the available-for-sale reserve. The net negative cash proceeds from the divestment of ING Direct USA of EUR 10.3 billion (being the net amount of cash received of EUR 4.8 billion and cash included in the divestment of EUR 15.1 billion) is included in the cash flow statement in ‘Disposals and redemptions – group companies’. ING Direct USA was previously included in the segment Retail Rest of World (ING Direct). In September 2012, ING sold all of its shares in Capital One Financial Corporation as disclosed in Note 38 ‘Investment income’.

In connection with the divestment of ING Direct USA, ING also completed the adjustment of the agreement with the Dutch State concerning the structure of the Illiquid Assets Back-up Facility (IABF) which was also announced on 16 June 2011. The amendment serves to de-link the IABF from ING Direct USA by putting ING Bank in its place as counterparty for the Dutch State. The IABF was further amended to ensure a continued alignment between ING and the State regarding exposure to the Alt-A portfolio. Reference is made to Note 34 ‘Related parties’ for details on the original agreement and the amendments made.

Disposals announced in 2012 but not closed in 2012

ING’s Insurance and investment management businesses in Asia

In 2012, ING’s Insurance and investment management businesses in Asia (‘Asia’) were classified as held for sale and discontinued operations. In 2012 various individual divestment transactions were agreed. The specifics of these transactions are included below. The Asian Insurance and Investment Management businesses and the reinsured Japan SPVA businesses in Corporate Reinsurance were previously included respectively in the segments Insurance Asia/Pacific and ING Investment Management and in the Corporate Line Insurance before they were classified as discontinued operations. Reference is made to Note 11 ‘Assets and liabilities held for sale’ and Note 26 ‘Discontinued operations’.

ING’s investment management business in Thailand

In November 2012, ING announced that it has reached an agreement to sell its investment management business in Thailand to UOB Asset Management Ltd. Under the terms agreed, ING will receive a total cash consideration of EUR 10 million for the investment management business in Thailand. The transaction is subject to regulatory approvals and is expected to close in the first half of 2013.

F-83

Notes to the consolidated financial statements continued

Insurance in Hong Kong, Macau, Thailand

In October 2012, ING announced that it has reached an agreement to sell its life insurance, general insurance, pension and financial planning units in Hong Kong and Macau, and its life insurance operation in Thailand to Pacific Century Group for a combined consideration of USD 2.1 billion (approximately EUR 1.6 billion) in cash. The transaction closed on 28 February 2013. A net gain of approximately EUR 950 million will be recognised in 2013. ING Investment Management’s funds management businesses in Hong Kong and Thailand are outside the scope of this transaction.

China Merchants Fund

In October 2012, ING announced that it has reached an agreement for the sale of its 33.3% stake in China Merchants Fund, an investment management joint venture, to its joint venture partners China Merchants Bank Co., Ltd., and China Merchants Securities Co., Ltd. Under the terms agreed, ING will receive a total cash consideration of approximately EUR 98 million. At closing of the transaction, ING expects the transaction to realise a net gain of approximately EUR 64 million which will be recognised on closing of the transaction. This transaction is subject to regulatory approvals and is expected to close in the second quarter of 2013.

ING’s Malaysian investment management business

In December 2012, ING announced that it has reached an agreement to sell its 70%-stake in ING Funds Berhad (IFB), ING’s investment management business in Malaysia, to Kenanga Investors Berhad (Kenanga Investors), a wholly owned subsidiary of K & N Kenanga Holdings Berhad (Kenanga). Tab Inter-Asia Services Sdn Berhad has also agreed to sell its 30% stake in IFB to Kenanga Investors. This transaction will not have a material impact on ING’s results and is subject to regulatory approvals. The transaction does not impact ING’s other businesses in the region and is expected to close in the first quarter of 2013.

ING Direct UK

In October 2012, ING announced that it has reached an agreement to sell ING Direct UK to Barclays. Under the terms of the agreement, the GBP 11.6 billion (approximately EUR 13.4 billion) of savings deposits and GBP 5.5 billion of mortgages (approximately EUR 6.4 billion) of ING Direct UK will be transferred to Barclays. The transfer resulted in an after tax loss of EUR 260 million which was recognised in 2012. In 2012, ING Direct UK is classified as held for sale. ING Direct UK is included in the segment Retail Rest of World. On 6 March 2013, ING announced that the transaction closed.

Most significant companies disposed in 2012

	ING Direct USA			ING Direct Canada			Insurance Malaysia			Total
General
Primary line of business		Bank			Bank			Insurance
Sales proceeds
Cash proceeds (1)		4,777			2,448			1,332			8,557
Non-cash proceeds (2)		2,012									2,012
Sales proceeds		6,789			2,448			1,332			10,569
Assets
Cash assets		15,092			1			86			15,179
Investments		22,874			3,871			3,293			30,038
Loans and advances to customers		30,546			26,362			539			57,447
Amounts due from banks		268			773						1,041
Financial assets at fair value through profit and loss		3			17			224			244
Real estate investments								87			87
Property and equipment		76									76
Miscellaneous other assets		2,103			186			899			3,188
Liabilities
Insurance and investment contracts								3,964			3,964
Amounts due to banks		5			253						258
Customer deposits and other funds on deposit		63,744			29,383						93,127
Miscellaneous other liabilities		132			148			512			792
Net assets		7,081			1,426			652			9,159
% disposed		100	%		100	%		100	%
Net assets disposed		7,081			1,426			652			9,159
Gain/loss on disposal (3)		743			1,124			745			2,612

⁽¹⁾  Cash outflow/inflow on group companies in the cash flow statement includes, in addition to the cash amounts in this table, also cash outflows/inflows on individually immaterial disposals.

⁽²⁾  Non-Cash proceeds include the shares in Capital One Financial Corporation received.

⁽³⁾  The gain/loss on disposal comprises the sales proceeds, the net assets disposed, the expenses directly related to the disposal and the realisation of unrealised reserves.

F-84

Notes to the consolidated financial statements continued

Acquisitions effective in 2011

There were no significant acquisitions in 2011.

Disposals effective in 2011

Pacific Antai Life Insurance Company Ltd.

In June 2011 ING completed the sale of its entire stake in China’s Pacific Antai Life Insurance Company Ltd. (PALIC) to China Construction Bank for a consideration of EUR 82 million, and a net profit of EUR 28 million. This is the outcome of a strategic review announced in April 2009 as part of ING’s Back to Basics program. The stake in PALIC was previously included in the segment Insurance Asia/Pacific. The deal had been announced in 2009 and was presented as held for sale since 2009 until the sale was completed.

ING REIM Europe, ING REIM Asia and Clarion Real Estate Securities (CRES)

ING announced in February 2011 that it has reached agreement with CB Richard Ellis Group, Inc., to sell ING REIM Europe, ING REIM Asia and Clarion Real Estate Securities (CRES), ING REIM’s US-based manager of listed real estate securities, as well as part of ING’s equity interests in funds managed by these businesses.

In July 2011 ING announced the completion of the sale of Clarion Real Estate Securities (CRES) to CB Richard Ellis. The sale resulted in a net gain on divestment of EUR 182 million. CRES was previously included in the segment ING Real Estate.

In October 2011 ING announced that it had completed the sale of REIM’s Asian and European operations to US-based CBRE Group Inc., thereby completing the divestment of ING REIM. The divestment of ING REIM has resulted in an after-tax gain on disposal of approximately EUR 245 million. As a result of the agreement at closing ING continues to have certain contingent income and expenses, however no significant impact on the result on divestment is expected. REIM’s Asian and European operations were previously included in the segment Commercial banking (ING Real Estate).

Clarion Partners

In June 2011 ING announced the completion of the sale of the private market real estate investment manager of its US operations, Clarion Partners, to Clarion Partners management in partnership with Lightyear Capital LLC for USD 100 million. The sale resulted in a net gain on divestment of EUR 39 million. Clarion Partners was previously included in the segment Commercial banking (ING Real Estate).

ING Investment Management Australia

In October 2011 ING completed the sale of ING Investment Management (ING IM) Australia to UBS AG. ING IM Australia’s business provided a number of investment strategies and products directly to the Australian institutional and wholesale markets. This transaction supported ING’s objective to actively manage its capital and portfolio of businesses to ensure an attractive and coherent combination for the announced divestment of its insurance and investment management activities. ING IM Australia was previously included in the segment ING Investment Management.

Latin American pensions, life insurance and investment management operations

In December 2011 ING completed the sale of its Latin American pensions, life insurance and investment management operations (‘Latin American operations’) for a total consideration of EUR 2,637 million to Grupo de Inversiones Suramericana (‘GRUPOSURA’). The sale was the first major step in the divestment of ING’s insurance and investment management activities. Under the terms of the agreement, ING received EUR 2,572 million in cash and GRUPOSURA assumed EUR 65 million in debt. The sale resulted in a net profit of EUR 995 million. Included in the transaction were the mandatory pension and voluntary savings businesses in Chile, Colombia, Mexico, Uruguay and ING’s 80% stake in AFP Integra S.A. in Peru; the life insurance businesses in Chile and Peru; As part of this transaction ING sold its 33.7% stake in Peruvian InVita Seguros de Vida S.A. to the Wiese Family. The transaction also included the local investment management capabilities in these five countries. Not included in the transaction was ING’s 36% stake in the leading Brazilian insurer Sul America SA. ING’s Commercial Banking activities in Mexico, Brazil and Argentina were not affected by the announcement. ING’s Mortgage and ING’s Leasing businesses in Mexico were also not part of the transaction.

The Latin American operations were previously included in the segments Insurance Latin America and ING Investment Management before they were classified as discontinued operations. The segment Insurance Latin America has ceased to exist following this transaction as the majority of assets and liabilities have been sold. The net result from discontinued operations is presented separately in the consolidated profit and loss account. Reference is made to Note 26 ‘Discontinued operations’ for more detailed disclosures.

ING Car Lease

In September 2011 ING completed the sale of ING Car Lease to BMW Group fleet management division Alphabet for total proceeds of EUR 696 million and a net transaction result of EUR 347 million. ING Car Lease was previously partly included in both Commercial and Retail Banking.

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Notes to the consolidated financial statements continued

Most significant companies disposed in 2011

	Clarion Partners			Clarion Real Estate securities			ING REIM Asia and Europe			ING Car Lease			Pacific Antai Life Insurance Company Ltd			Latin American operations			Total
General
Primary line of business		Bank			Bank			Bank			Bank			Insurance			Insurance
Sales proceeds
Cash proceeds (1)		69			224			365			696			82			2,572			4,008
Non-cash proceeds																	65			65
Sales proceeds		69			224			365			696			82			2,637			4,073
Assets
Cash assets														7			80			87
Investments														146			644			790
Loans and advances to customers								1			104			54			6			165
Amounts due from banks		1			3			94			103									201
Financial assets at fair value through profit and loss		5												10			679			694
Real estate investments
Property and equipment											3,275									3,275
Miscellaneous other assets		20			44			82			341			48			1,491			2,026
Liabilities
Insurance and investment contracts														205			715			920
Amounts due to banks											101									101
Customer deposits and other funds on deposit											3,028						66			3,094
Miscellaneous other liabilities		10			19			116			333			14			563			1,055
Net assets		16			28			61			361			46			1,556			2,068
% disposed		100	%		100	%		100	%		100	%		80	%		Various	(2)
Net assets disposed		16			28			61			361			37			1,478			1,981
Gain/loss on disposal (3)		39			182			245			347			28			995			1,836

⁽¹⁾  Cash outflow/inflow on group companies in the cash flow statement includes cash outflows/inflows on individually immaterial disposals in addition to the cash flows presented.

⁽²⁾  Comprises various entities as explained in the description of the disposal.

⁽³⁾  The gain/loss on disposal comprises the sales proceed, the net assets disposed, the expenses directly related to the disposal and the realisation of unrealised reserves.

Acquisitions effective in 2010

There were no significant acquisitions in 2010.

Disposals effective in 2010

In October 2009 ING reached an agreement to sell its Asian Private Banking business for a consideration of USD 1,463 million (EUR 985 million). The Asia franchise offers private banking services in 11 markets, including Hong Kong, the Philippines and Singapore. The transaction generated a net profit for ING of EUR 332 million. The sale was completed in the first half of 2010. The Asian Private Banking business was previously included in the segment Retail Rest of World (Retail Asia).

In October 2009 ING reached an agreement to sell its Swiss Private Banking business to Julius Baer for a consideration of EUR 345 million (CHF 520 million) in cash. The transaction generated a net profit for ING of EUR 73 million. The sale was completed in January 2010. The Swiss Private Banking business was previously included in the segment Retail Rest of World (Retail CE).

In August 2010 ING announced that it has agreed to sell its 50% stake in ING Summit Industrial Fund LP (‘Summit’), a Canadian light industrial property portfolio to a joint venture between KingSett Capital and Alberta Investment Management Corporation (AIMCo). The sale was completed in November 2010. The transaction value for 100% of Summit is CAD 2.0 billion (EUR 1.4 billion) and includes assumed debt. In addition to its direct investment in Summit, ING has an indirect participation through its 7.8% unit holding of ING Industrial Fund (IIF), an ING-managed listed property fund in Australia which owns the remaining 50% in Summit. As part of the transaction, IIF has agreed to simultaneously sell its stake in Summit to KingSett/AIMCo. Consequently, ING’s indirect participation in Summit will end as well. Separately, ING sold ING Real Estate Canada, the manager of Summit, to KingSett/AIMCo for an undisclosed amount. The transaction had no material impact on ING Group’s 2010 results and capital ratios. The transaction resulted in a net loss of EUR 26 million in 2010. Summit was previously included in the segment Commercial banking (ING Real Estate).

F-86

Notes to the consolidated financial statements continued

Furthermore there were some disposals that did not have a significant impact on ING’s balance sheet and profit and loss account. In November 2009 ING reached an agreement to sell three of its United States independent retail broker-dealer units to Lightyear Capital LLC for a total consideration of EUR 96 million. The transaction concerns Financial Network Investment Corporation, based in El Segundo, California, Multi-Financial Securities Corporation, based in Denver, Colorado, PrimeVest Financial Services, Inc., based in St. Cloud, Minnesota, and ING Brokers Network LLC, the holding company and back-office supporting those broker dealers, which collectively do business as ING Advisors Network. The sale was completed in February 2010. The three United States independent retail broker-dealer units were previously included in the segment Insurance US.

In December 2009 ING reached an agreement to sell the non-life insurance operations in Greece for a total consideration of EUR 4 million. The sale was completed in July 2010.

Most significant companies disposed in 2010

	Asia Private Banking business (3)			Swiss Private Banking business (3)			ING Summit Industrial Fund LP			Total
General
Primary line of business		Bank			Bank			Bank
Sales proceeds
Cash proceeds (1)		985			345			333			1,663
Sales proceeds		985			345			333			1,663
Assets
Cash assets		4			179						183
Investments		41			236						277
Loans and advances to customers		2,390			816			6			3,212
Amounts due from banks		1,171			1,177			39			2,387
Financial assets at fair value through profit and loss		397			8						405
Real estate investments								1,620			1,620
Miscellaneous other assets		20			46			57			123
Liabilities
Amounts due to banks		180			755			952			1,887
Customer deposits and other funds on deposit		3,098			1,382						4,480
Miscellaneous other liabilities		92			53			52			197
Net assets		653			272			718			1,643
% disposed		100	%		100	%		50	% (4)
Net assets disposed		653			272			359			1,284
Gain/loss on disposal (2)		332			73			–26			379

⁽¹⁾  Cash outflow/inflow on group companies in the cash flow statement includes cash outflows/inflows on individually immaterial disposals in addition to the cash flows presented.

⁽²⁾  The gain/loss on disposal comprises the sales proceed, the net assets disposed, the expenses directly related to the disposal and the realisation of unrealised reserves.

⁽³⁾  As per 31 December 2009 recognised as a disposal group held for sale.

⁽⁴⁾  After disposal of the 50% stake ING has no remaining stake in Summit.

32 LEGAL PROCEEDINGS

ING Group companies are involved in litigation and arbitration proceedings in the Netherlands and in a number of foreign jurisdictions, including the United States, involving claims by and against them which arise in the ordinary course of their businesses, including in connection with their activities as insurers, lenders, employers, investors and taxpayers. In certain of such proceedings, very large or indeterminate amounts are sought, including punitive and other damages. While it is not feasible to predict or determine the ultimate outcome of all pending or threatened legal and regulatory proceedings, the Company’s management is of the opinion that neither it nor any of its subsidiaries is aware of any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) which may have or have in the recent past had a significant effect on the financial position or profitability of the Company.

Because of the geographic spread of its business, ING may be subject to tax audits in numerous jurisdictions at any point in time. Although ING believes that it has adequately provided for all its tax positions, the ultimate resolution of these audits may result in liabilities which are different from the amounts recognised.

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Notes to the consolidated financial statements continued

Proceedings in which ING is involved, include complaints and lawsuits concerning the performance of certain interest sensitive products that were sold by a former subsidiary of ING in Mexico. Proceedings also include lawsuits that have been filed by former employees of an Argentinean subsidiary, whose employment was terminated as a result of the Republic of Argentina’s nationalisation of the pension fund system. Litigation has been filed by the purchaser of certain ING Mexican subsidiaries who claims that the financial condition of the subsidiaries was not accurately depicted. Further, purported class litigation has been filed in the United States District Court for the Southern District of New York alleging violations of the federal securities laws with respect to disclosures made in connection with the 2007 and 2008 offerings of ING’s Perpetual Hybrid Capital Securities. The Court has determined that the claims relating to the 2007 offerings were without merit and has dismissed them. The challenged disclosures that survived the Court’s ruling relate solely to the June 2008 offering, and primarily to ING Group’s investments in certain residential mortgage-backed securities. The Court granted an ING motion to dismiss the remaining claims regarding the 2008 offerings. Plaintiffs filed a notice of appeal. An administrator of an ERISA plan has filed a lawsuit seeking to represent a class of ERISA plan administrators claiming that an ING subsidiary has breached certain of its ERISA duties. The District Court has granted the Administrator’s motion for class certification. These matters are being defended vigorously; however, at this time, ING is unable to assess their final outcome. Therefore at this moment it is not practicable to provide an estimate of the (potential) financial effect. An additional purported class litigation challenges the operation of the ING Americas Savings Plan and ESOP and the ING 401(k) Plan for ILIAC Agents. The District Court dismissed the case and plaintiffs appealed. The parties have reached an agreement on the terms of settlement of all claims in this case on a class-wide basis. The District Court must approve the settlement before it becomes effective. The current expectation is that the outcome will not have a significant impact on the net result.

Since the end of 2006, unit-linked products (commonly referred to in Dutch as ‘beleggingsverzekeringen’) have received negative attention in the Dutch media, from the Dutch Parliament, the AFM and consumer protection organisations. Costs of unit-linked products sold in the past are perceived as too high and insurers are in general being accused of being less transparent in their offering of unit-linked products. The criticism on unit-linked products led to the introduction of compensation schemes by Dutch insurance companies that have offered unit-linked products. In 2008 ING’s Dutch insurance subsidiaries reached an outline agreement with consumer protection organisations to offer compensation to their unit-linked policyholders where individual unit-linked policies have a cost charge in excess of an agreed maximum and to offer similar compensation for certain hybrid insurance products. At 31 December 2008 a provision was recognised for the costs of the settlement. The costs were valued at EUR 365 million. A full agreement on implementation was reached in 2010 with one of the two main consumer protection organisations while in June 2012 also the other main consumer protection organisation signed this agreement. In addition, ING’s Dutch insurance subsidiaries announced additional (so-called ‘flanking’) measures that comply with the ‘Best in Class’ criteria as formulated on 24 November 2011 by the Dutch Minister of Finance. In December 2011 this resulted in an agreement on these measures with the two main consumer protection organisations. In 2012 almost all unit-linked policyholders were informed about compensation. The agreements with the consumer protection organisations are not binding for policyholders. Consequently, neither the implementation of the compensation schemes nor the additional measures prevent individual policyholders from initiating legal proceedings against ING’s Dutch insurance subsidiaries. Policyholders have initiated and may continue to initiate legal proceedings claiming further damages. In early 2013 a new association named ‘Vereniging Woekerpolis.nl’ announced legal proceedings on behalf of policyholders against ING’s Dutch life insurance subsidiaries and other Dutch life insurers. Because of the continuous public and political attention for the unit-linked issue in general and the uncertain outcome of pending and future legal proceedings, it is not feasible to predict or determine the ultimate financial consequences.

In January 2010, ING lodged an appeal with the General Court of the European Union against specific elements of the European Commission’s decision regarding ING’s restructuring plan. In its appeal, ING contested the way the Commission has calculated the amount of state aid ING received and the disproportionality of the price leadership restrictions specifically and the disproportionality of restructuring requirements in general. In July 2011, the appeal case was heard orally by the General Court of the European Union. On 2 March 2012, the General Court handed down its judgment in relation to ING Group’s appeal and annulled part of the EC’s state aid decision. Subsequently, the EC filed an appeal against the General Court’s judgment before the Court of Justice of the European Union. In parallel, the EC adopted a decision on 11 May 2012 that re-approved the state aid granted to ING Group as compatible with the internal market on the basis of ING Group’s 2009 Restructuring Plan. On the same date, the EC adopted an interim decision which opened an investigation concerning certain amendments and elements of the 2009 Restructuring Plan.

On 24 July 2012, ING announced that the Dutch State and ING were in dialogue with the European Commission on an amended and updated Restructuring Plan to be submitted to the European Commission. However, in order to safeguard its legal rights, ING filed an appeal with the General Court of the European Union against the European Commission’s decision of 11 May 2012, which re-approved ING’s Restructuring Plan that ING submitted in 2009.

On 19 November 2012, ING Group and the EC announced that the EC had approved amendments to the 2009 Restructuring Plan (the ‘2012 Amended Restructuring Plan’). With the approval, the Commission has closed its Investigation as announced on 11 May 2012 and ING has withdrawn its appeal at the General Court of the European Union that it filed in July 2012. For principal legal reasons the European Commission will continue with its appeal against the General Court ruling of March 2012. However, the outcome of this Appeal will not affect the EC approval of the 2012 Amended Restructuring plan.

F-88

Notes to the consolidated financial statements continued

In January 2011 the Association of Stockholders (Vereniging van Effectenbezitters, ‘VEB’) has issued a writ alleging that investors were misled by the prospectus that was issued with respect to the September 2007 rights issue of Fortis N.V. (now: Ageas N.V.) against Ageas N.V., the underwriters of such rights issue, including ING Bank, and former directors of Fortis N.V. According to the VEB the prospectus shows substantive incorrect and misleading information. The VEB states that the impact and the risks of the subprime crisis for Fortis and Fortis’ liquidity position have been reflected incorrectly in the prospectus. The VEB requests a declaratory decision stating that the summoned parties have acted wrongfully and are therefore responsible for the damages suffered by the investors in Fortis. The amount of damages of EUR 18 billion has not been substantiated yet. ING is defending itself against this claim; at this time ING is not able to assess the outcome of the court proceeding. Therefore at this moment it is not practicable to provide an estimate of the (potential) financial effect of such action.

In July 2011, the Dutch ING Pensioners’ Collective Action Foundation (Stichting Collectieve Actie Pensioengerechtigden ING Nederland), together with two trade unions (FNV Bondgenoten and CNV Dienstenbond) and a number of individual pensioners, instituted legal proceedings against ING’s decision not to provide funding for indexing pensions insured with Stichting Pensioenfonds ING (the Dutch ING Pension Fund) per 1 January 2011. This claim was rejected by the Court on 9 November 2012. An appeal was lodged against this Court decision. In July 2011, also the Interest Group ING General Managers’ Pensions (Belangenvereniging ING-Directiepensioenen), together with a number of individual retired Dutch General Managers of ING, instituted legal proceedings against ING’s decision not to provide funding for indexing Dutch General Managers’ pensions per 1 January 2011. This claim was rejected by the Court on 22 October 2012. An appeal was lodged against this Court decision. It is not feasible to predict the ultimate outcome of these legal proceedings. The ultimate outcome of these proceedings may result in liabilities and provisions for such liabilities which are different from the amounts recognised. At this moment it is not practicable to provide an estimate of the (potential) financial effect of such proceedings.

In April 2012, Stichting Pensioenfonds ING (the Dutch ING Pension Fund) formally announced to institute arbitration against ING’s decision not to provide funding for indexing pensions insured with the Dutch ING Pension Fund per 1 January 2012. Arbitrators awarded 40% of this claim. As a result ING Group agreed to pay EUR 68 million plus interest to the pension fund. The outcome of the arbitration is reflected in the 2012 Annual Accounts.

On 12 June 2012, ING Bank entered into a Settlement Agreement with U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) and Deferred Prosecution Agreements with the Department of Justice, the United States Attorney’s Office for the District of Columbia and the District Attorney of the County of New York (together the ‘U.S. Authorities’) in relation to the investigation by those agencies into compliance with U.S. economic sanctions and U.S. dollar payment practices until 2007. Under the terms of the Deferred Prosecution Agreements, no further action will be taken against ING Bank if it meets the conditions set forth in the agreements during an 18 months period. As part of the settlement, ING Bank has paid a total penalty of EUR 473 million. As announced on 9 May 2012, ING Bank recognised a provision in the first quarter of 2012 by which this issue has been sufficiently covered. ING Bank has cooperated closely and constructively with regulators and other authorities throughout this process. The U.S. Authorities have recognised ING’s substantial cooperation in the resolution and ING’s efforts and commitment to continuously enhance compliance within the organisation.

In addition, like many other companies in the insurance industry, several of ING’s U.S. companies have received formal requests for information from various governmental and regulatory agencies regarding whether and to what extent they proactively ascertain whether customers have deceased, pay benefits even where no claim has been made, and comply with state laws pertaining to unclaimed or abandoned property. Companies may have to make additional payments to beneficiaries and escheat additional funds deemed abandoned, and regulators may seek fines, penalties and interest. It is currently not practicable to estimate the (potential) financial effect of such information requests.

In December 2005, Interadvies N.V., at the time a subsidiary of ING Bank N.V. (together ‘ING’) sold Arenda Holding B.V. and five subsidiaries (together ‘Arenda’) to Amodo Europe N.V. (‘Amodo’). In November 2006, Amodo instituted legal proceedings against ING. Amodo claimed that ING informed them incorrectly with respect to the current and future financial status of Arenda at the time of the sale. This claim was rejected by the Court on 1 September 2010 but Amodo lodged an appeal against that Court decision. On 6 November 2012, the Court of Appeal partly awarded the claim of Amodo in an interlocutory judgement. In the interlocutory judgement, the Court of Appeal also instructed both ING and Amodo to submit a calculation of the damages involved to the Court of Appeal. Based on both calculations the Court of Appeal will make a final judgement. ING has the possibility to appeal against the legal grounds on which the final judgement is based. At this moment it is not practicable to provide an estimate of the (potential) financial effect of this proceeding.

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33 JOINT VENTURES

Joint ventures are included proportionally in the consolidated financial statements as follows:

Most significant joint ventures

2012	Interest held (%)		Assets		Liabilities		Income		Expenses
Postkantoren B.V.		50		39		13		15		–27
KB Life Insurance Company Ltd (1)(2)		49		2,164		1,997		710		695
ING-BOB Life Insurance Company Ltd (2)		50		495		417		135		130
ING Vysya Life Insurance Company Ltd (1)(2)		26		487		462		119		117
Total				3,185		2,889		979		915

⁽¹⁾  Accounted for as joint venture because of joint control.

⁽²⁾  Assets and liabilities are presented as held for sale. Reference is made to Note 11 ‘Assets and liabilities held for sale’.

Most significant joint ventures

2011	Interest held (%)		Assets		Liabilities		Income		Expenses
Postkantoren B.V.		50		57		69		16		21
KB Life Insurance Company Ltd (1)		49		1,524		1,390		449		434
ING-BOB Life Insurance Company Ltd		50		433		379		97		101
ING Vysya Life Insurance Company Ltd (1)		26		430		411		117		121
Total				2,444		2,249		679		677

⁽¹⁾  Accounted for as joint venture because of joint control.

34 RELATED PARTIES

In the normal course of business, ING Group enters into various transactions with related parties. Parties are considered to be related if one party has the ability to control or exercise significant influence over the other party in making financial or operating decisions. Transactions between related parties have taken place on an arm’s length basis and include rendering or receiving of services, leases, transfers under finance arrangements and provisions of guarantees or collateral.

Transactions with joint ventures and associates

	Joint ventures				Associates
	2012		2011		2012		2011
Assets		138		122		50		1,203
Liabilities		21		5		16		12
Income received		2		6		24		144
Expenses paid								20

For the decrease in ‘Associates’ reference is made to Note 6 ‘Investments in associates’.

Transactions with ING Bank N.V. and ING Verzekeringen N.V.

	ING Bank N.V.				ING Verzekeringen N.V.
	2012		2011		2012		2011
Assets		7,886		7,515		3,749		2,617
Liabilities		2,372		2,869
Income received		828		868		123		60
Expenses paid		289		306

Assets from ING Bank N.V. and ING Verzekeringen N.V. mainly include long-term funding. Liabilities to ING Bank N.V. mainly include short-term deposits.

As part of the exchange offers disclosed in Note 14 ‘Subordinated loans’ EUR 0.9 billion intercompany debt from ING Bank N.V. to ING Groep N.V. was repaid in 2011.

Key management personnel compensation

Transactions with key management personnel (Executive Board, Management Boards and Supervisory Board) and post-employment benefit plans are transactions with related parties. These transactions are disclosed in more detail as required by Part 9 Book 2 of the Dutch Civil Code in the remuneration report in the annual report. The relevant sections of the remuneration report therefore are part of the annual accounts. For the post-employment benefit plans see Note 21 ‘Other liabilities’.

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In 2012 and 2011, ‘Management Boards’ includes the Management Boards of ING Bank N.V. (‘ING Bank’), ING Verzekeringen N.V. (‘ Insurance’), ING Insurance Eurasia N.V. (‘Insurance EurAsia’) and the Board of ING U.S., Inc. (‘ING U.S.’).

In 2011, ING made a number of changes in the structure and composition of the Management Boards for ING Verzekeringen N.V. and ING Bank N.V. As of November 2011 the members of the Management Board ING Insurance Eurasia N.V. and the Board of ING U.S., Inc. are considered to be key management personnel and their compensation is therefore included in the tables below. Before November 2011 the members of the Management Board ING Insurance Eurasia N.V. were members of the Management Board Verzekeringen N.V.

Three members of the Executive Board of ING Groep N.V. are also members of the Management Boards of ING Bank N.V., ING Verzekeringen N.V., ING Insurance Eurasia N.V. and the Board of ING U.S., Inc. The Management Board members of ING Bank N.V., ING Verzekeringen N.V., ING Insurance Eurasia N.V. and the Board of ING U.S., Inc are also considered to be key management of ING Group.

Key management personnel compensation (Executive Board and Management Boards)

2012 amounts in thousands of euros	Executive Board of ING Groep N.V.		Management Boards (1),(2)		Total
Fixed compensation
– Base salary		2,572		8,232		10,804
– Pension costs		311		1,810		2,121
– Termination benefit				1,873		1,873
Variable compensation
– Upfront cash				2,696		2,696
– Upfront shares (3)				560		560
– Deferred cash				840		840
– Deferred shares (3)				3,204		3,204
– Other				339		339
Total compensation		2,883		19,554		22,437

⁽¹⁾  Next to compensation in his capacity as Board member, one of the new Management Board members received a ‘buy-out’ for the loss of compensation that he would have received had he not resigned from his former employer. The buy-out consists of a cash amount and shares with a total value of EUR 500.000 at the grant date, which vests in the years 2012 – 2015.

⁽²⁾  Excluding members that are also members of the Executive Board of ING Groep N.V.

⁽³⁾  Amount is determined based on the fair market value of the shares and the related vesting conditions if any.

In 2012, the Dutch Government imposed an additional tax charge of 16% on the income in excess of EUR 150,000 of each employee who is subject to Dutch income tax. The tax is charged to the company and does not affect the remuneration of involved staff. The tax imposed on ING for relevant members of the Executive Board and Management Boards amounts to EUR 1.4 million, which is not included in the figures in the table above.

The 2012 Management Boards compensation includes the full year costs of the Board of ING U.S., Inc., whereas the 2011 Management Boards compensation includes only 2 months reflecting the creation of the Board of ING U.S., Inc. as of 3 November 2011.

Key management personnel compensation (Executive Board and Management Boards)

2011 amounts in thousands of euros	Executive Board of ING Groep N.V.		Management Boards (1)		Total
Fixed compensation
– Base salary		2,666		5,940		8,606
– Pension costs		315		2,083		2,398
– Retirement benefit				1,828		1,828
Variable compensation
– Upfront cash				1,101		1,101
– Upfront shares (2)				799		799
– Deferred cash				1,199		1,199
– Deferred shares (2)				1,634		1,634
Total compensation		2,981		14,584		17,565

⁽¹⁾  Excluding members that are also members of the Executive Board of ING Groep N.V.

⁽²⁾  Amount is determined based on the fair market value of the shares and the related vesting conditions if any.

Key management personnel compensation (Supervisory Board)

	Supervisory Board
amounts in thousands of euros	2012		2011
Base salary		806		857
Total compensation		806		857

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Loans and advances to key management personnel

	Amount outstanding 31 December				Average interest rate						Repayments
amounts in thousands of euros	2012		2011		2012			2011			2012		2011
Executive Board members		2,338		1,968		3.3	%		3.6	%
Members of the Management Boards of ING Bank, ING Insurance, Insurance EurAsia and ING U.S.		860		2,314		3.7	%		3.4	%		60		388
Supervisory Board members				282					8.6	%		282
Total		3,198		4,564								342		388

The total number of stock options on ING Groep N.V. shares held by the Executive Board members of ING Groep N.V. amounted to 77,447 as at 31 December 2012 (2011: 164,689) and total number of stock options on ING Groep N.V. shares held by Management Board members of ING Bank N.V., ING Verzekeringen N.V., ING Insurance Eurasia N.V. and members of the Board of ING U.S., Inc. amounted to 1,967,465 as at 31 December 2012 (2011: 1,913,631). As at 31 December 2012, members of the Executive Board held 176,756 ING Groep N.V. shares (2011: 149,400) and members of the Management Boards of ING Bank N.V., ING Verzekeringen N.V., ING Insurance Eurasia N.V. and members of the Board of ING U.S., Inc. held 247,265 ING Groep N.V. shares (2011: 84,173). As at 31 December 2012, members of the Supervisory Board held 324,956 ING Groep N.V. shares (2011: 244,968). There are no significant provisions for doubtful debts or individually significant bad debt expenses recognised on outstanding balances with related parties.

There are no significant provisions for doubtful debts or individually significant bad debt expenses recognised on outstanding balances with related parties.

Transactions with the Dutch State

Illiquid Assets Back-up Facility

ING Group and the Dutch State reached an agreement on an Illiquid Assets Back-up Facility (‘IABF’) on 26 January 2009. The transaction closed on 31 March 2009. The IABF covers the Alt-A portfolios of both ING Direct USA and ING Insurance US, with a par value of approximately EUR 30 billion. Under the IABF, ING transferred 80% of the economic ownership of its Alt-A portfolio to the Dutch State. As a result, an undivided 80% interest in the risk and rewards on the portfolio was transferred to the Dutch State. ING retained 100% of the legal ownership of its Alt-A portfolio. The transaction price was 90% of the par value with respect to the 80% proportion of the portfolio of which the Dutch State had become the economic owner. The transaction price remains payable by the Dutch State to ING and will be redeemed over the remaining life. Furthermore, under the IABF ING pays a guarantee fee to the State and receives a funding fee and a management fee. As a result of the transaction ING derecognised 80% of the Alt-A portfolio from its balance sheet and recognised a receivable from the Dutch State. The transferred Alt-A portfolio was previously included in Available-for-sale debt securities. The Dutch State also acquired certain consent rights with respect to the sale or transfer of the 20% proportion of the Alt-A portfolio that is retained by ING.

Under the terms of the transaction as agreed on 26 January 2009, the overall sales proceeds amounted to EUR 22.4 billion at the transaction date. The amortised cost (after prior impairments) at the transaction date was also approximately EUR 22.4 billion. The transaction resulted in a loss in the first quarter of 2009 of EUR 109 million after tax (the difference between the sales proceeds and the amortised cost). The fair value under IFRS-IASB at the date of the transaction was EUR 15.2 billion.

In order to obtain approval from the European Commission on ING Group’s Restructuring Plan (see below), ING agreed to make additional Illiquid Assets Back-up Facility payments as part of the overall agreement with the European Commission to the Dutch State corresponding to an adjustment of the fees for the Illiquid Assets Back-up Facility. In total, these additional Illiquid Assets Back-up Facility payments as part of the overall agreement with the European Commission amounted to a net present value of EUR 1.3 billion pre-tax, which was recognised as a one-off charge in the fourth quarter of 2009. The remainder of the IABF as agreed in January 2009, including the transfer price of the securities of 90%, remained unaltered.

The difference between the total sales proceeds of EUR 21.1 billion (EUR 22.4 billion -/- adjustment of EUR 1.3 billion) and the fair value under IFRS-IASB of EUR 15.2 billion represents a ‘Government grant’ under IAS 20. This government grant is considered to be an integral part of the transaction and is therefore accounted for as part of the result on the transaction.

The transaction resulted in a reduction of the negative revaluation -and therefore an increase in equity- of EUR 4.6 billion (after tax).

The valuation method of the 20% Alt-A securities in the IFRS-IASB balance sheet is not impacted by the IABF. The methodology used to determine the fair value for these assets in the balance sheet under IFRS-IASB is disclosed in Note 35 ‘Fair value of financial assets and liabilities’.

As at 31 December 2012, the remaining outstanding amount from the transaction price that remained payable by the Dutch State is EUR 7.8 billion (2011: EUR 10.3 billion). The net amount of other unamortised components of the total sales proceeds, as explained above, amounts to EUR 0.1 billion payable (2011: EUR 0.6 billion payable).

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In connection with the sale of ING Direct USA as disclosed in Note 31 ‘Companies acquired and companies disposed’, ING has reached an agreement with the Dutch State to adjust the structure of the Illiquid Assets Back-up Facility (IABF). This adjustment served to de-link the IABF from ING Direct USA by putting ING Bank in its place as counterparty for the Dutch State and became effective at the closing of the sale in February 2012. Under the terms of the original transaction ING Direct USA held on its balance the remaining 20% of the Alt-A portfolio, ensuring an alignment of interests between ING and the Dutch state regarding the performance of the portfolio.

Upon closing of the sale ING provided a counter guarantee to the Dutch State covering 25% of the 80% part of the Dutch State. This guarantee covered realised cash losses if they would exceed the 35% that is implied by the market value of the portfolio in June 2011. This adjustment therefore lowered the risk exposure for the Dutch State. The impact on equity and result of the alignment for ING Bank was limited.

In November 2012, ING Insurance restructured the IABF to effectively delink ING Insurance US from the IABF as another step towards a planned IPO of ING Insurance US. ING Insurance US transferred its Dutch State receivable of approximately EUR 1.1 billion (USD 1.4 billion) to ING Bank, and at the same time transferred legal title to 80% of the Alt-A portfolio to ING Bank. The securities are now held in an ING Bank custody account for the benefit of the Dutch State (the portion for which the investment risk has been transferred to the Dutch State). Following the restructuring, ING Insurance US continues to own 20% of the Alt-A portfolio (the portion for which the economic ownership and investment risk remains for the risk of ING), but will going forward have the right to sell these securities, subject to a right of first refusal granted to ING Bank. ING has committed to the Dutch State that it will not sell these securities to non-ING parties without the prior written consent of the Dutch state. The provisions of the IABF are otherwise unchanged.

Non-voting equity securities (Core Tier 1 securities)

On 12 November 2008, ING Groep N.V. issued one billion non-voting equity securities to the Dutch State at EUR 10 per non-voting equity security, resulting in an increase of ING Group’s core Tier 1 capital of EUR 10 billion. The nominal value of each security is EUR 0.24. The non-voting equity securities do not form part of ING Group’s share capital; accordingly they do not carry voting rights in the General Meeting of Shareholders.

These non-voting equity securities are deeply subordinated and rank pari-passu with ordinary shares in a winding up of ING Group. On these non-voting equity securities a coupon is payable of the higher of EUR 0.85 per security and 125% of the dividend paid on each ordinary share over 2011 onwards (payable in 2012 onwards).

Further coupons are to be paid on 12 May of each year (the coupon date) in cash if dividend on ordinary shares is paid in cash or to be paid in scrip securities in the event of a scrip dividend on ordinary shares. Coupons are only due and payable, on a non-cumulative basis and if a dividend is paid on ordinary shares over the financial year preceding the coupon date, either on an interim or a final dividend basis, provided that ING Groep N.V.’s capital adequacy position is and remains satisfactory both before and immediately after payment in the opinion of the Dutch Central Bank.

ING Groep N.V. has, as of 12 November 2011, the right to repay all or some of the non-voting equity securities at EUR 15 per security at any time, together with the pro-rata coupon accrued to such date. ING Groep N.V. and the Dutch State have agreed in October 2009 that up to EUR 5 billion of the EUR 10 billion core Tier 1 securities could be repaid at any time until 31 January 2010 at the original issue price of EUR 10 per non-voting equity security, plus a repurchase premium and accrued interest.

ING Groep N.V. also has the right to convert all or some of the non-voting equity securities into ordinary shares on the basis of one non-voting equity security for 1.335 ordinary shares or bearer depositary receipts from three years after the issue date onwards, subject to certain conditions. This equates to an exchange price of EUR 7.49. The Dutch State in that case has the right to demand a redemption payment of EUR 10 per non-voting equity security, together with the pro-rata coupon, if due, accrued to such date. Both repayment and conversion of the securities must be approved by the Dutch Central Bank.

Repayment non-voting equity shares

In December 2009, ING repaid the first half of the non-voting equity securities (core Tier 1 securities) of EUR 5 billion plus a total premium of EUR 605 million. On 13 May 2011 ING exercised its option for early repayment of EUR 2 billion of the remaining non-voting equity securities (core Tier 1 securities). The total payment in May 2011 amounted to EUR 3 billion and included a 50% repurchase premium. ING funded this repayment from retained earnings. In November 2012 ING reached an agreement with the European Commission on an amended Restructuring Plan. As part of the amended Restructuring Plan, ING submitted a repayment schedule for the remaining EUR 3 billion non-voting equity securities (core Tier 1 securities) at a total cost of EUR 4.5 billion in four equal tranches in the next three years, translating into an overall internal rate of return (IRR) for the Dutch State on the core Tier 1 securities of exactly 12.5%. In accordance with this agreement ING repaid EUR 0.75 billion of the remaining non-voting equity securities (Core Tier 1 securities) in November 2012. The total payment in November 2012 amounted to EUR 1,125 billion including premiums and interest. On the basis of the repayment schedule, ING aims to repay a second tranche by November 2013, a third by March 2014 and a final tranche ultimately by May 2015. While ING has committed to redeem these securities per the defined schedule, ING has the ability to defer a repayment in full or in part, in which case the subsequent tranche will be increased with a corresponding amount. In the event that ING does not repay in full 2 consecutive repayment tranches or does not pay in total EUR 4.5 billion by 15 May 2015, the Dutch State will re-notify to the Commission who may in principle require compensatory measures. All repayments are conditional upon the approval of the Dutch central bank (DNB).

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ING has indicated that it remains its ambition to repay the remaining support as quickly as possible and ING intends to accelerate repayments if possible and prudent under the prevailing economic circumstances. All actual repayments are conditional upon the approval of Dutch central bank at the time ING decides to propose such payment.

European Commission Restructuring Plan

In 2009, ING Groep N.V. submitted a Restructuring Plan to the European Commission as part of the process to receive approval for the government support measures. By decision of 18 November 2009, the European Commission, formally approved the Restructuring Plan. The main elements of the Restructuring Plan as announced on 26 October 2009 are as follows:

• elimination of double leverage and significant reduction of ING’s balance sheet;

• divestment of all Insurance and Investment Management activities;

• divestment of ING Direct USA;

• creation of a new company in the Dutch retail market composed of Interadvies (including Westland Utrecht and the mortgage activities of Nationale-Nederlanden) and the existing consumer lending portfolio of ING Retail in the Netherlands. This business, once separated, needs to be divested;

• restriction to be a price leader in any EU country for certain retail and SME banking products and restriction to acquire financial institutions or other businesses that would delay the repayment of the non-voting equity securities. These restrictions will apply for the shorter period of three years or until the non-voting equity securities have been repaid in full to the Dutch State;

• an agreement with the Dutch State to alter the repayment terms of 50% of the non-voting equity securities;

• repayment of EUR 5 billion of the non-voting equity securities issued in November 2008 to the Dutch State;

• additional Illiquid Assets Back-up Facility payments as part of the overall agreement with the European Commission will have to be made to the Dutch State in the form of fee adjustments relating to the Illiquid Assets Back-Up Facility which resulted in a one-off pre-tax charge to ING of EUR 1.3 billion in the fourth quarter of 2009;

• launch of a EUR 7.5 billion rights issue, in order to finance the repayment of 50% of the non-voting equity securities and a mitigation of the capital impact of the additional Illiquid Assets Back-up Facility payment as part of the overall agreement with the European Commission to the Dutch State of EUR 1.3 billion;

• execution of the Restructuring Plan before the end of 2013;

• if the overall return on the (remaining) non-voting equity securities (core Tier 1 securities) issued to the Dutch State is expected to be lower than 10% p.a., the European Commission may consider the imposition of additional behavioural constraints; and

• The calling of Tier 2 capital and Tier 1 hybrids will in the future be proposed case by case to the Commission for authorisation, for the shorter period of three years starting from the date of the Commission decision or up to the date on which ING has fully repaid the non-voting equity securities (core Tier 1 securities) to the Dutch State (including the relevant accrued interest of core Tier 1 coupons and exit premium fees).

ING announced in November 2012 that, together with the Dutch State, it had submitted significant amendments to the 2009 Restructuring Plan to the European Commission. The European Commission approved these amendments by Decision of 16 November 2012.

Amendments to the Restructuring Plan

The amendments to the 2009 Restructuring Plan as announced in November 2012 extend the time horizon and increase the flexibility for the completion of divestments and have adjusted other commitments in light of the market circumstances, economic climate and more stringent regulatory requirements.

Under the amendments announced, the ultimate dates for divesting the insurance and investment management businesses have been extended as follows:

• The divestment of more than 50% of ING’s interest in its Asian Insurance/IM operations has to be completed by year-end 2013, with the remaining interest divested by year-end 2016;

• The divestment of at least 25% of ING’s interest in ING Insurance/IM US has to be completed by year-end 2013, more than 50% has to be divested by year-end 2014, with the remaining interest divested by year-end 2016;

• The divestment of more than 50% of ING’s interest in Insurance/IM Europe has to be completed by year-end 2015, with the remaining interest divested by year-end 2018; and

• As ING has committed to eliminate double leverage, proceeds from the divestments will be used to that end, while ensuring adequate leverage ratios of the insurance holding companies.

Under the terms of the original Restructuring Plan, ING was required to divest WestlandUtrecht Bank. However, due to market circumstances and changing regulatory requirements, a divestment of WestlandUtrecht has not occurred. Under the amended Restructuring Plan, the commercial operations of WestlandUtrecht Bank will be combined with the retail banking activities of Nationale-Nederlanden, which is to be divested as part of Insurance/IM Europe. Of WestlandUtrecht Bank’s EUR 36.4 billion Dutch mortgage portfolio, EUR 2.6 billion will be transferred to Nationale-Nederlanden Bank. ING Bank will retain the remaining EUR 33.8 billion mortgage portfolio and in relation to this will contribute EUR 350 million to the capital of Nationale-Nederlanden Bank. To service existing WestlandUtrecht Bank labelled mortgages, insurance policies and real estate finance agreements, part of WestlandUtrecht Bank will become a separate entity within ING Retail Banking Netherlands. Part of the employees of WestlandUtrecht Bank will transfer to Nationale-Nederlanden Bank. This transaction is expected to be completed in 2013. The integrated retail banking business will operate under the ‘Nationale-Nederlanden’ brand, with the goal of becoming a competitive retail bank in the Dutch market with its own funding

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Notes to the consolidated financial statements continued

capabilities and a broad distribution network. Nationale-Nederlanden Bank is expected to start in the course of 2013 and will offer a broad and coherent product line, with mortgages, savings, bank annuities (‘banksparen’), investments and consumer credit products, combined with the core retail insurance products of Nationale-Nederlanden.

ING has committed to ensure that Nationale-Nederlanden Bank would reach certain targets for mortgage production and consumer credit until 31 December 2015 or until the date on which more than 50% of the Insurance/IM Europe operations has been divested, whichever date comes first. Furthermore, ING has agreed to a maximum ratio for mortgage production at ING Retail Banking Netherlands in relation to mortgage production of Nationale-Nederlanden Bank until year-end 2015.

The 2009 Restructuring Plan included restrictions on acquisitions and price leadership for certain products in EU markets. These restrictions will continue to apply until 18 November 2015 or until the date on which more than 50% of each of the Insurance/IM operations has been divested, whichever date comes first.

The price leadership restrictions in Europe will be amended to reflect specific conditions in various local markets. Under the amendments, the constraint no longer applies in the Netherlands, and ING Direct in the EU will refrain from offering more favourable prices than its best priced direct competitor among the ten financial institutions having the largest market share in the respective countries.

The calling or buy-back of Tier 2 capital and Tier 1 Hybrid Securities will continue to be proposed for authorisation to the European Commission on a case by case basis until ING has fully repaid the core Tier 1 securities to the Dutch State, but ultimately until 18 November 2014, whichever date comes first. Notwithstanding this restriction, ING was allowed to call the EUR 1.25 billion ING Verzekeringen N.V. Hybrid per 21 December 2012.

Finally, the amended Restructuring Plan includes a repayment schedule for the remaining core Tier 1 securities to the Dutch State as described in the above-mentioned section ‘Repayment non-voting equity shares’.

The amended Restructuring Plan was formally approved by the European Commission, by decision of 16 November 2012. As a result, the Commission closed its formal investigations as announced on 11 May 2012 and ING also withdrew its appeal at the General Court of the European Union, filed in July 2012. For principal legal reasons, the European Commission has continued with its appeal against the General Court ruling of March 2012. However, ING, the Dutch State and the European Commission agreed that any outcome of this procedure will not affect the approval of the amended Restructuring Plan as announced in November 2012.

Credit Guarantee Scheme

As part of the measures adopted to protect the financial sector, the Dutch State introduced a EUR 200 billion credit guarantee scheme for the issuance of medium term debt instruments by banks (the Credit Guarantee Scheme). ING Bank N.V. issued government guaranteed debt instruments under this Credit Guarantee Scheme (‘Government Guaranteed Bonds’) as part of its regular medium-term funding operations. The relevant Rules of the Credit Guarantee Scheme promulgate the rules applicable to any issues under the Credit Guarantee Scheme and include information such as scope, denomination, tenor and fees payable by the banks. ING Group pays a fee of 84 basis points over the issued bonds to the Dutch State to participate in the Credit Guarantee Scheme. Reference is made to Note 15 ‘Debt securities in issue’.

Other

Following the transactions as disclosed in this note, the Dutch State is a related party of ING Group. All other transactions between ING Group and the Dutch State are of a normal business nature and at arm’s length.

In the framework of the transactions with the Dutch State disclosed in this note, certain arrangements with respect to corporate governance and executive remuneration were agreed with the Dutch State which will remain in place as long as the Illiquid Assets Back-up Facility is in place (whichever expires last). These arrangements require that:

• the Dutch State may recommend two candidates (the ‘State Nominees’) for appointment to the Supervisory Board. Certain decisions of the Supervisory Board require approval of the State Supervisory Board members;

• ING Group must develop a sustainable remuneration policy for the Executive Board and Senior Management that is aligned to new international standards and submit this to its General Meeting for adoption. This remuneration policy shall include incentive schemes which are linked to long-term value creation, thereby taking account of risk and restricting the potential for ‘rewards for failure’. This new remuneration policy must, amongst others, include objectives relating to corporate and social responsibility;

• members of the Executive Board may not receive any performance-related payment – either in cash, options, shares or bearer depositary receipts – for the years 2008 and 2009 until the adoption of the new remuneration policy in 2010;

• severance payments to Executive Board members are limited to a maximum of one year’s fixed salary, in line with the Tabaksblat Code;

• ING has undertaken to support the growth of lending to corporates and consumers (including mortgages) for an amount of EUR 25 billion, on market conforming terms;

• ING agreed to pro-actively use EUR 10 billion of the Dutch Guarantee Scheme during 2009;

• ING has committed itself to maintaining the Dutch payment system PIN on its payment debit cards as long as other market participants, representing a substantial market share, are still making use of this payment system; and

• appointment of the Chief Executive Officer of the Executive Board requires approval of the State Nominees.

F-95

Notes to the consolidated financial statements continued

35 FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

The following table presents the estimated fair values of ING Group’s financial assets and liabilities. Certain balance sheet items are not included in the table, as they do not meet the definition of a financial asset or liability. The aggregation of the fair values presented below does not represent, and should not be construed as representing, the underlying value of ING Group.

Fair value of financial assets and liabilities

	Estimated fair value				Balance sheet value
	2012		2011		2012		2011
Financial assets
Cash and balances with central banks		17,657		31,194		17,657		31,194
Amounts due from banks		39,126		45,269		39,053		45,323
Financial assets at fair value through profit and loss
– trading assets		114,895		123,688		114,895		123,688
– investments for risk of policyholders		98,765		116,438		98,765		116,438
– non-trading derivatives		13,951		17,159		13,951		17,159
– designated as at fair value through profit and loss		4,760		5,437		4,760		5,437
Investments
– available-for-sale		193,584		208,539		193,584		208,539
– held-to-maturity		6,626		8,835		6,545		8,868
Loans and advances to customers		580,399		610,448		556,900		596,877
Other assets (1)		20,850		22,367		20,850		22,367
		1,090,613		1,189,374		1,066,960		1,175,890
Financial liabilities
Subordinated loans		8,373		5,909		8,786		8,858
Debt securities in issue		149,874		141,774		143,436		139,861
Other borrowed funds		16,056		18,053		16,723		19,684
Investment contracts for risk of company		4,624		6,717		4,561		6,259
Investment contracts for risk of policyholders		8,067		6,939		8,067		6,939
Amounts due to banks		39,628		72,687		38,704		72,233
Customer deposits and other funds on deposit		457,624		468,447		455,003		467,547
Financial liabilities at fair value through profit and loss
– trading liabilities		83,652		107,682		83,652		107,682
– non-trading derivatives		18,752		22,165		18,752		22,165
– designated as at fair value through profit and loss		13,399		13,021		13,399		13,021
Other liabilities (2)		24,810		26,177		24,810		26,177
		824,859		889,571		815,893		890,426

⁽¹⁾  Other assets do not include (deferred) tax assets, pension assets and property development and obtained from foreclosures.

⁽²⁾  Other liabilities do not include (deferred) tax liabilities, pension liabilities, insurance provisions, prepayments received under property under development, share-based payment plans, other provisions and other taxation and social security contributions.

The estimated fair values correspond to the amounts at which the financial instruments at our best estimate could have been traded at the balance sheet date between knowledgeable, willing parties in arm’s length transactions. The fair value of financial assets and liabilities is based on quoted market prices, where available. Such quoted market prices are primarily obtained from exchange prices for listed instruments. Where an exchange price is not available, market prices are obtained from independent market vendors, brokers or market makers. Because substantial trading markets do not exist for all financial instruments various techniques have been developed to estimate the approximate fair values of financial assets and liabilities that are not actively traded. These techniques are subjective in nature and involve various assumptions about the relevant pricing factors, especially for inputs that are not readily available in the market (such as credit spreads for own-originated loans and advances to customers). Changes in these assumptions could significantly affect the estimated fair values. Consequently, the fair values presented may not be indicative of the net realisable value. In addition, the calculation of the estimated fair value is based on market conditions at a specific point in time and may not be indicative of future fair values.

CVA/DVA adjustments in 2012 for the banking operations of EUR 513 million negative mainly reflect a tightening of ING Bank’s credit spread, compared with EUR 133 million of positive CVA/DVA adjustments in 2011. CVA/DVA adjustments are mainly included in Valuation results on non-trading derivatives and Net trading income.

F-96

Notes to the consolidated financial statements continued

The following methods and assumptions were used by ING Group to estimate the fair value of the financial instruments:

Financial assets

Cash and balances with central banks

The carrying amount of cash approximates its fair value.

Amounts due from banks

The fair values of receivables from banks are generally based on quoted market prices or, if unquoted, on estimates based on discounting future cash flows using available market interest rates offered for receivables with similar characteristics, similar to Loans and advances to customers described below.

Financial assets at fair value through profit and loss and Investments

Derivatives

Derivatives contracts can either be exchange traded or over the counter (OTC). The fair value of exchange-traded derivatives is determined using quoted market prices in an active market and those derivatives are classified in Level 1 of the fair value hierarchy. For those instruments not actively traded, fair values are estimated based on valuation techniques. OTC derivatives and derivatives trading in an inactive market are valued using valuation techniques because quoted market prices in an active market are not available for such instruments. The valuation techniques and inputs depend on the type of derivative and the nature of the underlying instruments. The principal techniques used to value these instruments are based on discounted cash flows, Black-Scholes option models and Monte Carlo simulation. These valuation models calculate the present value of expected future cash flows, based on ‘no-arbitrage’ principles. These models are commonly used in the banking industry. Inputs to valuation models are determined from observable market data where possible. Certain inputs may not be observable in the market directly, but can be determined from observable prices via valuation model calibration procedures. The inputs used include prices available from exchanges, dealers, brokers or providers of consensus pricing, yield curves, credit spreads, default rates, recovery rates, dividend rates, volatility of underlying interest rates, equity prices and foreign currency exchange rates. These inputs are determined with reference to quoted prices, recently executed trades, independent market quotes and consensus data, where available.

Equity securities

The fair values of publicly traded equity securities are based on quoted market prices when available. Where no quoted market prices are available, fair value is determined based on quoted prices for similar securities or other valuation techniques.

The fair value of private equity is based on quoted market prices, if available. In the absence of quoted prices in an active market, fair value is estimated on the basis of an analysis of the investee’s financial position and results, risk profile, prospects, price, earnings comparisons and revenue multiples and by reference to market valuations for similar entities quoted in an active market.

Debt securities

Fair values for debt securities are based on quoted market prices, where available. Quoted market prices may be obtained from an exchange, dealer, broker, industry group, pricing service or regulatory service. If quoted prices in an active market are not available, fair value is based on an analysis of available market inputs, which may include values obtained from one or more pricing services or by a valuation technique that discounts expected future cash flows using a market interest rate curves, referenced credit spreads, maturity of the investment and estimated prepayment rates where applicable.

Loans and receivables

Reference is made to Loans and advances to customers below.

Loans and advances to customers

For loans and advances that are repriced frequently and have had no significant changes in credit risk, carrying amounts represent a reasonable estimate of fair values. The fair values of other loans are estimated by discounting expected future cash flows using interest rates offered for similar loans to borrowers with similar credit ratings.

The fair values of mortgage loans are estimated by taking into account prepayment behaviour and discounting future cash flows using interest rates currently being offered for similar loans to borrowers with similar credit ratings. The fair values of fixed rate policy loans are estimated by discounting cash flows at the interest rates charged on policy loans of similar policies currently being issued. Loans with similar characteristics are aggregated for calculations purposes. The carrying values of variable rate policy loans approximate their fair value.

Other assets

The other assets are stated at their carrying value which is not materially different from their fair value.

F-97

Notes to the consolidated financial statements continued

Financial liabilities

Subordinated loans

The fair value of the subordinated loans is estimated using discounted cash flows based on interest rates and credit spreads that apply to similar instruments.

Investment contracts

For investment contracts for risk of the company the fair values have been estimated using a discounted cash flow approach based on interest rates currently being offered for similar contracts with maturities consistent with those remaining for the contracts being valued. For investment contracts for risk of policyholders the fair value generally equals the fair value of the underlying assets.

Amounts due to banks

The fair values of payables to banks are generally based on quoted market prices or, if not available, on estimates based on discounting future cash flows using available market interest rates and credit spreads for payables to banks with similar characteristics.

Customer deposits and other funds on deposit

The carrying values of customer deposits and other funds on deposit with no stated maturity approximate their fair values. The fair values of deposits with stated maturities have been estimated based on discounting future cash flows using the interest rates currently applicable to deposits of similar maturities.

Financial liabilities at fair value through profit and loss

The fair values of securities in the trading portfolio and other liabilities at fair value through profit and loss are based on quoted market prices, where available. For those securities not actively traded, fair values are estimated based on internal discounted cash flow valuation techniques using interest rates and credit spreads that apply to similar instruments. Reference is made to Financial assets at fair value through profit and loss above.

Debt securities in issue and other borrowed funds

The fair value of debt securities in issue and other borrowed funds is generally based on quoted market prices or, if not available, on estimated prices by discounting expected future cash flows using a current market interest rate and credit spreads applicable to the yield, credit quality and maturity.

Other liabilities

The other liabilities are stated at their carrying value which is not materially different from their fair value.

Fair value hierarchy

ING Group has categorised its financial instruments that are measured in the balance sheet at fair value into a three level hierarchy based on the priority of the inputs to the valuation. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to valuation techniques based on unobservable inputs. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide reliable pricing information on an ongoing basis. The fair value hierarchy consists of three levels, depending upon whether fair values were determined based on quoted prices in an active market (Level 1), valuation techniques with observable inputs (Level 2) or valuation techniques that incorporate inputs which are unobservable and which have a more than insignificant impact on the fair value of the instrument (Level 3). Financial assets in Level 3 include for example illiquid debt securities, complex OTC and credit derivatives, certain complex loans (for which current market information about similar assets to use as observable, corroborated data for all significant inputs into a valuation model is not available) and asset backed securities for which there is no active market and a wide dispersion in quoted prices.

Observable inputs reflect market data obtained from independent sources. Unobservable inputs are inputs which are based on the Group’s own assumptions about the factors that market participants would use in pricing an asset or liability, developed based on the best information available in the circumstances. Unobservable inputs may include volatility, correlation, spreads to discount rates, default rates and recovery rates, prepayment rates and certain credit spreads.

F-98

Notes to the consolidated financial statements continued

The fair values of the financial instruments carried at fair value were determined as follows:

Methods applied in determining fair values of financial assets and liabilities

2012	Level 1		Level 2		Level 3		Total
Assets
Trading assets		29,247		83,638		2,010		114,895
Investments for risk of policyholders		92,632		5,983		150		98,765
Non-trading derivatives		61		13,344		546		13,951
Financial assets designated as at fair value through profit and loss		220		2,419		2,121		4,760
Available-for-sale investments		115,882		73,514		4,188		193,584
		238,042		178,898		9,015		425,955
Liabilities
Trading liabilities		14,349		67,780		1,523		83,652
Non-trading derivatives		289		16,976		1,487		18,752
Financial liabilities designated as at fair value through profit and loss		1,833		6,464		5,102		13,399
Investment contracts (for contracts carried at fair value)		3,716		4,339		12		8,067
		20,187		95,559		8,124		123,870

Methods applied in determining fair values of financial assets and liabilities

2011	Level 1		Level 2		Level 3		Total
Assets
Trading assets		32,903		89,403		1,382		123,688
Investments for risk of policyholders		111,203		5,094		141		116,438
Non-trading derivatives		1,477		14,723		959		17,159
Financial assets designated as at fair value through profit and loss		251		2,300		2,886		5,437
Available-for-sale investments		120,889		81,926		5,724		208,539
		266,723		193,446		11,092		471,261
Liabilities
Trading liabilities		20,308		86,434		940		107,682
Non-trading derivatives		1,175		18,808		2,182		22,165
Financial liabilities designated as at fair value through profit and loss		1,150		7,599		4,272		13,021
Investment contracts (for contracts carried at fair value)		3,279		3,648		12		6,939
		25,912		116,489		7,406		149,807

Level 1 – Quoted prices in active markets

This category includes financial instruments whose fair value is determined directly by reference to published quotes in an active market. A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis.

Level 2 – Valuation technique supported by observable inputs

This category includes financial instruments whose fair value is determined using a valuation technique (e.g. a model), where inputs in the model are taken from an active market or are observable. If certain inputs in the model are unobservable, the instrument is still classified in this category, provided that the impact of those unobservable inputs on the overall valuation is insignificant. Included in this category are items whose value is derived from quoted prices of similar instruments, but for which the prices are modified based on other market observable external data and items whose value is derived from quoted prices but for which there was insufficient evidence of an active market.

Level 3 – Valuation technique supported by unobservable inputs

This category includes financial instruments whose fair value is determined using a valuation technique (e.g. a model) for which more than an insignificant part of the inputs in terms of the overall valuation are not market observable. This category also includes financial assets and liabilities whose fair value is determined by reference to price quotes but for which the market is considered inactive. Level 3 Trading assets, Non-trading derivatives and Assets designated at fair value through profit and loss and Level 3 Financial liabilities at fair value through profit and loss include financial instruments with different characteristics and nature, which are valued on the basis of valuation techniques that feature one or more significant inputs that are unobservable. An instrument in its entirety is classified as valued using significant unobservable inputs if a significant portion of the instrument’s fair value is driven by unobservable inputs. Unobservable in this context means that there is little or no current market data available from which the price at which an arm’s length transaction would be likely to occur can be derived. More details on the determination of the fair value of these instruments is included above under ‘Derivatives’, ‘Debt securities’ and ‘Loans and advances to customers’.

F-99

Notes to the consolidated financial statements continued

Changes in Level 3 Assets

2012

Trading assets

Investments for risk of policyholders

Non-trading derivatives

Financial assets designated as at fair value through profit and loss

Available- for-sale investments

Total

Opening balance

1,382

141

959

2,886

5,724

11,092

Amounts recognised in the profit and loss account during the year

192

2

–375

–245

–50

–476

Revaluation recognised in equity during the year

14

14

Purchase of assets

1,143

83

170

815

507

2,718

Sale of assets

–330

–15

–195

–1,022

–660

–2,222

Maturity/settlement

–313

–2

–378

–1,096

–1,789

Transfers into Level 3

135

67

11

487

700

Transfers out of Level 3

–202

–6

–21

–2

–462

–693

Exchange rate differences

–6

–1

–17

–22

–46

Changes in the composition of the group and other changes

3

–116

84

–254

–283

Closing balance

2,010

150

546

2,121

4,188

9,015

Main changes in fair value hierarchy in 2012

There were no significant transfers between Level 1 and 2.

Changes in Level 3 Assets

2011	Trading assets		Investments for risk of policyholders		Non-trading derivatives		Financial assets designated as at fair value through profit and loss		Available- for-sale investments		Total
Opening balance		2,132		136		635		1,846		6,104		10,853
Amounts recognised in the profit and loss account during the year		–361				311		10		–229		–269
Revaluation recognised in equity during the year										–72		–72
Purchase of assets		786		123		143		1,112		1,461		3,625
Sale of assets		–582		–99		–76		–271		–781		–1,809
Maturity/settlement		–441				–75		–100		–783		–1,399
Transfers into Level 3		95		4		13		224		920		1,256
Transfers out of Level 3		–245		–6				–2		–2,248		–2,501
Exchange rate differences		–2		–17		8		59		9		57
Changes in the composition of the group and other changes								8		1,343		1,351
Closing balance		1,382		141		959		2,886		5,724		11,092

Main changes in fair value hierarchy in 2011

The classification was impacted in 2011 by a transfer of available-for-sale investments of EUR 2.0 billion from Level 3 to Level 2, relating to mortgage backed securities in the United States. Previously these were classified in Level 3 because of the dispersion between prices obtained for the same security from different price sources. In 2011 prices supported by market observable inputs became available and were used in determining the fair value.

Changes in the composition of the group and other changes includes the decrease of the Level 3 assets in relation to the classification of ING Direct USA as a disposal group held for sale. Reference is made to Note 11 ‘Assets and liabilities held for sale’. Furthermore Changes in the composition of the group and other changes includes the increase of the Level 3 assets in relation to shares in real estate investment funds; this increase includes mainly the reclassification of associates to investments available-for-sale as disclosed in Note 6 ‘Investments in associates’, as well as the reclassification of equity securities in certain real estate companies into Level 3.

Transfers into Level 3 includes certain bonds which were transferred to Level 3 in 2011 as a result of reduced market liquidity and/or pricing sources that could no longer be classified as market observable.

There were no significant transfers between Level 1 and 2.

F-100

Notes to the consolidated financial statements continued

Changes in Level 3 Liabilities

2012	Trading liabilities		Non-trading derivatives		Financial liabilities designated as at fair value through profit and loss		Investment contracts (for contracts carried at fair value)		Total
Opening balance		940		2,182		4,272		12		7,406
Amounts recognised in the profit and loss account during the year		232		–850		96				–522
Issue of liabilities		1,380		240		2,614		12		4,246
Early repayment of liabilities		–348		–48		–1,067		–6		–1,469
Maturity/settlement		–535		–3		–1,174				–1,712
Transfers into Level 3		85		7		395				487
Transfers out of Level 3		–223		–19		–30		–6		–278
Exchange rate differences		–8		–22		–4				–34
Closing balance		1,523		1,487		5,102		12		8,124

Changes in Level 3 Liabilities

2011	Trading liabilities		Non-trading derivatives		Financial liabilities designated as at fair value through profit and loss		Investment contracts (for contracts carried at fair value)		Total
Opening balance		1,441		1,876		3,225		17		6,559
Amounts recognised in the profit and loss account during the year		46		183		113				342
Issue of liabilities		1,138		502		1,613		7		3,260
Early repayment of liabilities		–705		–49		–402		–3		–1,159
Maturity/settlement		–928		–400		–645				–1,973
Transfers into Level 3		125		25		441				591
Transfers out of Level 3		–175		–2		–80		–9		–266
Exchange rate differences		–2		63		7				68
Changes in the composition of the group				–16						–16
Closing balance		940		2,182		4,272		12		7,406

Amounts recognised in the profit and loss account during the year (Level 3)

2012	Held at balance sheet date		Derecognised during the year		Total
Assets
Trading assets		191		1		192
Investments for risk of policyholders		3		–1		2
Non-trading derivatives		–378		3		–375
Financial assets designated as at fair value through profit and loss		–204		–41		–245
Available-for-sale investments		–93		43		–50
		–481		5		–476
Liabilities
Trading liabilities		232				232
Non-trading derivatives		–854		4		–850
Financial liabilities designated as at fair value through profit and loss		96				96
		–526		4		–522

F-101

Notes to the consolidated financial statements continued

Amounts recognised in the profit and loss account during the year (Level 3)

2011	Held at balance sheet date		Derecognised during the year		Total
Assets
Trading assets		–364		3		–361
Non-trading derivatives		308		3		311
Financial assets designated as at fair value through profit and loss		10				10
Available-for-sale investments		–160		–69		–229
		–206		–63		–269
Liabilities
Trading liabilities		46				46
Non-trading derivatives		194		–11		183
Financial liabilities designated as at fair value through profit and loss		113				113
		353		–11		342

Sensitivities of fair values in Level 3

Reasonably likely changes in the non-observable assumptions used in the valuation of Level 3 assets and liabilities would not have a significant impact on equity and net result. Level 3 assets include certain positions for which the sensitivities are offset by other positions included in Level 3 liabilities as, from a risk perspective, these instruments are part of risk neutral structures.

Asset backed security portfolio

Fair value hierarchy of certain ABS bonds

2012	Level 1		Level 2		Level 3		Total
US Subprime RMBS				748		8		756
US Alt-A RMBS				454		3		457
CDO/CLOs		7		71		434		512
CMBS		1		3,857		1		3,859
Total		8		5,130		446		5,584

Fair value hierarchy of certain ABS bonds

2011	Level 1		Level 2		Level 3		Total
US Subprime RMBS				763		11		774
US Alt-A RMBS				495		7		502
CDO/CLOs		6		43		420		469
CMBS		2		4,404		6		4,412
Total		8		5,705		444		6,157

F-102

Notes to the consolidated financial statements continued

Greece, Italy, Ireland, Portugal, Spain and Cyprus

Of the Government and Unsecured Financial institutions’ bonds exposure in Greece, Italy, Ireland, Portugal, Spain and Cyprus as disclosed in Note 4 ‘Investments’, EUR 5.0 billion (2011: EUR 5.1 billion) is classified as available-for-sale and is measured at fair value (with the revaluation recognised in equity, taking into account impairments that are recognised in the profit and loss account). The table below provide the fair value hierarchy per year-end 2012 for the Greek, Italian, Irish, Portuguese, Spanish and Cyprian Government and Unsecured Financial institutions’ bond exposure measured at fair value.

Fair value hierarchy of Greek, Italian, Irish, Portuguese, Spanish and Cyprian bonds at fair value

2012	Level 1		Level 2		Level 3	Total
Greece
Government bonds		76					76
Italy
Government bonds		1,958		379			2,337
Financial institutions		165		333			498
Ireland
Government bonds		55					55
Financial institutions		30					30
Portugal
Government bonds		627					627
Financial institutions		55		22			77
Spain
Government bonds		1,151					1,151
Financial institutions		99					99
Cyprus
Government bonds		13					13
Total		4,229		734			4,963

Fair value hierarchy of Greek, Italian, Irish, Portuguese, Spanish and Cyprian bonds at fair value

2011	Level 1		Level 2		Level 3		Total
Greece
Government bonds				219		36		255
Italy
Government bonds		1,705		86		242		2,033
Financial institutions		282		350				632
Ireland
Government bonds		43						43
Financial institutions		59						59
Portugal
Government bonds		533						533
Financial institutions		60		65				125
Spain
Government bonds		1,178		12				1,190
Financial institutions		258						258
Cyprus
Government bonds		12						12
Total		4,130		732		278		5,140

Classification of bonds in Levels 2 and 3 is mainly a result of low trading liquidity in the relevant markets.

F-103

Notes to the consolidated financial statements continued

36 INTEREST RESULT BANKING OPERATIONS

Interest result banking operations

	2012		2011		2010
Interest income on loans		24,798		26,415		24,942
Interest income on impaired loans		41		61		40
Total interest income on loans		24,839		26,476		24,982
Interest income on available-for-sale securities		2,507		3,463		3,532
Interest income on held-to-maturity securities		297		400		549
Interest income on trading portfolio		24,616		27,480		32,692
Interest income on non-trading derivatives		1,578		1,536		1,709
Other interest income		6,165		5,294		4,870
Interest income banking operations		60,002		64,649		68,334
Interest expense on deposits by banks		623		902		652
Interest expense on customer deposits and other funds on deposit		9,140		9,383		8,324
Interest expense on debt securities		3,822		3,435		2,761
Interest expense on subordinated loans		1,422		1,625		1,856
Interest expense on trading liabilities		24,047		27,209		32,847
Interest expense on non-trading derivatives		1,528		1,658		2,166
Other interest expense		7,537		6,988		6,405
Interest expense banking operations		48,119		51,200		55,011
Interest result banking operations		11,883		13,449		13,323

Interest margin

in percentages	2012		2011		2010
Interest margin		1.32		1.42		1.44

In 2012, the decrease in total average assets, partly attributable to the disposal of ING Direct USA and ING Direct Canada, led to a decrease of EUR 610 million in the interest result. In addition a decrease of 10 basis points of the interest margin led to a decrease in the interest result of EUR 956 million.

In 2011, the growth in average total assets led to an increase of the interest result of EUR 135 million and the decrease of the interest margin by 2 basis points led to a decrease of the interest result with EUR 139 million.

In 2010, the decline in average assets led to a decrease of the interest result of EUR 90 million and the increase of the interest margin by 10 basis points led to an increase of the interest result with EUR 915 million.

F-104

Notes to the consolidated financial statements continued

37 GROSS PREMIUM INCOME

Gross premium income

	2012		2011		2010
Gross premium income from life insurance policies		18,544		18,584		19,566
Gross premium income from non-life insurance policies		1,733		1,695		1,713
		20,277		20,279		21,279

Gross premium income has been presented before deduction of reinsurance and retrocession premiums granted. Gross premium income excludes premium received for investment contracts, for which deposit accounting is applied.

Effect of reinsurance on premiums written

	Non-life						Life						Total
	2012		2011		2010		2012		2011		2010		2012		2011		2010
Direct gross premiums written		1,709		1,672		1,690		17,530		17,553		18,403		19,239		19,225		20,093
Reinsurance assumed gross premiums written		24		23		23		1,014		1,031		1,163		1,038		1,054		1,186
Total gross premiums written		1,733		1,695		1,713		18,544		18,584		19,566		20,277		20,279		21,279
Reinsurance ceded		–40		–39		–62		–1,642		–1,664		–1,821		–1,682		–1,703		–1,883
		1,693		1,656		1,651		16,902		16,920		17,745		18,595		18,576		19,396

Effect of reinsurance on non-life premiums earned

	2012		2011		2010
Direct gross premiums earned		1,731		1,699		1,718
Reinsurance assumed gross premiums earned		24		23		23
Total gross premiums earned		1,755		1,722		1,741
Reinsurance ceded		–40		–39		–62
		1,715		1,683		1,679

See Note 44 ‘Underwriting expenditure’ for disclosure on reinsurance ceded.

F-105

Notes to the consolidated financial statements continued

38 INVESTMENT INCOME

Investment income by banking and insurance operations

	Banking operations						Insurance operations						Total
	2012		2011		2010		2012		2011		2010		2012		2011		2010
Income from real estate investments		16		24		128		54		53		54		70		77		182
Dividend income		64		49		59		204		228		179		268		277		238
		80		73		187		258		281		233		338		354		420
Income from investments in debt securities								4,887		4,994		4,915		4,887		4,994		4,915
Income from loans
– unsecured loans								215		256		231		215		256		231
– mortgage loans								806		800		817		806		800		817
– policy loans								98		100		108		98		100		108
– other								249		–43		–319		249		–43		–319
Income from investments in debt securities and loans								6,255		6,107		5,752		6,255		6,107		5,752
Realised gains/losses on disposal of debt securities		209		91		150				22		–11		209		113		139
Impairments of available-for-sale debt securities		–16		–735		–146		–45		–750		–587		–61		–1,485		–733
Reversal of impairments of available-for-sale debt securities				74				8		5				8		79
Realised gains/losses and impairments of debt securities		193		–570		4		–37		–723		–598		156		–1,293		–594
Realised gains/losses on disposal of equity securities		367		39		338		443		379		141		810		418		479
Impairments of available-for-sale equity securities		–22		–65		–32		–143		–173		–37		–165		–238		–69
Realised gains/losses and impairments of equity securities		345		–26		306		300		206		104		645		180		410
Change in fair value of real estate investments		–11		–21		–50		–48		2		–51		–59		–19		–101
Investment income		607		–544		447		6,728		5,873		5,440		7,335		5,329		5,887

In 2012, ING sold all of its shares in Capital One Financial Corporation. The transaction resulted in a gain of EUR 323 million (before and after tax), and is recognised in Realised gains/losses on disposal of equity securities. Reference is made to Note 31 ‘Companies acquired and companies disposed’.

In 2011, an impairment of EUR 978 million was recognised on Greek government bonds and an impairment of EUR 189 million was recognised on subordinated debt from Irish banks. Both are included in Impairments of available-for-sale debt securities. Reference is made to the ‘Risk management’ section for further information on these impairments.

Impairments and reversals of impairments on investments are presented within Investment income, which is part of Total income. This can be specified for each segment as follows:

Impairments/ reversals of impairments on investments per segment

	Impairments						Reversal of impairments
	2012		2011		2010		2012		2011		2010
Retail Belgium		–1		–22
Retail Germany				–136
Retail Rest of World				–328		–107				30
Commercial Banking		–26		–301		–70				44
Insurance Benelux		–155		–410		–53
Insurance CRE				–338		–18
Insurance US		–31		–166		–553		8		5
Corporate Line Banking		–11		–13		–1
Corporate Line Insurance		–2		–9
		–226		–1,723		–802		8		79

F-106

Notes to the consolidated financial statements continued

39 RESULT ON DISPOSALS OF GROUP COMPANIES

Result on disposals of group companies

	2012
ING Direct USA		743
ING Direct Canada		1,124
ING Direct UK		–260
Other		–3
		1,604

Result on disposals of group companies

	2011
Clarion Real Estate Securities		182
ING REIM Asia and Europe		245
ING Car Lease		347
Clarion Partners		39
Other		–12
		801

The result on disposal of the Malaysian operations (2011: Latin American operations) is not included above but in the result on disposal of discontinued operations. Reference is made to Note 26 ‘Discontinued operations’

Result on disposals of group companies

	2010
Asian Private Banking business		332
Swiss Private Banking business		73
ING Summit Industrial Fund LP		–26
Other		–69
		310

In 2010, Other includes EUR –24 million related to the sale of certain associates. The remainder includes result on disposal of certain real estate funds and other disposals that are individually not significant.

Reference is made to Note 31 ‘Companies acquired and companies disposed’ for more details.

40 COMMISSION INCOME

Gross fee and commission income

	Banking operations						Insurance operations						Total
	2012		2011		2010		2012		2011		2010		2012		2011		2010
Funds transfer		956		916		861								956		916		861
Securities business		511		681		695								511		681		695
Insurance broking		164		161		190		403		366		348		567		527		538
Asset management fees		90		310		476		1,390		1,357		1,367		1,480		1,667		1,843
Brokerage and advisory fees		337		347		329		176		205		211		513		552		540
Other		1,008		1,013		965		81		474		240		1,089		1,487		1,205
		3,066		3,428		3,516		2,050		2,402		2,166		5,116		5,830		5,682

Asset management fees related to the management of investments held for the risk of policyholders of EUR 521 million (2011: EUR 486 million; 2010: EUR 358 million) are included in Commission income. The decrease in asset management fees in 2012 is explained by the sale of ING REIM in 2011.

Other includes commission fees of EUR 230 million (2011: EUR 183 million; 2010: EUR 171 million) in respect of bank guarantees and commission fees of EUR 17 million (2011: EUR 26 million; 2010: EUR 15 million) in respect of underwriting syndication loans.

F-107

Notes to the consolidated financial statements continued

Fee and commission expenses

	Banking operations						Insurance operations						Total
	2012		2011		2010		2012		2011		2010		2012		2011		2010
Funds transfer		336		313		257								336		313		257
Securities business		98		126		125								98		126		125
Management fees		9		10		19		33		57		174		42		67		193
Brokerage and advisory fees		85		68		70		315		285		307		400		353		377
Other		442		457		452		260		597		260		702		1,054		712
		970		974		923		608		939		741		1,578		1,913		1,664

41 VALUATION RESULTS ON NON-TRADING DERIVATIVES

Valuation results on non-trading derivatives

Banking operations

Insurance operations

Total

2012

2011

2010

2012

2011

2010

2012

2011

2010

Change in fair value of derivatives relating to

– fair value hedges

428

426

–84

18

–72

–69

446

354

–153

– cash flow hedges (ineffective portion)

17

–1

2

–11

–10

–19

6

–11

–17

– other non-trading derivatives

–858

–1,697

–1,315

–1,896

701

–667

–2,754

–996

–1,982

Net result on non-trading derivatives

–413

–1,272

–1,397

–1,889

619

–755

–2,302

–653

–2,152

Change in fair value of assets and liabilities (hedged items)

–320

–393

91

–25

58

66

–345

–335

157

Valuation results on assets and liabilities designated as at fair value through profit and loss (excluding trading)

–1,101

504

69

–27

102

91

–1,128

606

160

Net valuation results

–1,834

–1,161

–1,237

–1,941

779

–598

–3,775

–382

–1,835

Included in the Valuation results on non-trading derivatives are the fair value movements on derivatives used to economically hedge exposures, but for which no hedge accounting is applied. For insurance operations, these derivatives hedge exposures in Insurance contract liabilities. The fair value movements on the derivatives are influenced by changes in the market conditions, such as stock prices, interest rates and currency exchange rates. The change in fair value of the derivatives is largely offset by changes in Insurance contract liabilities, which are included in Underwriting expenditure. Reference is made to Note 44 ‘Underwriting expenditure’.

Valuation results on non-trading derivatives are reflected in the consolidated statement of cash flows in the line ‘Result before tax - Adjusted for: other’.

The Valuation results on assets and liabilities designated as at fair value through profit and loss includes fair value changes on private equity funds and certain issued debt securities. Valuation results on assets and liabilities designated as at fair value through profit and loss were mainly due to changes in the fair value of financial liabilities driven by changes in market conditions and changes in own credit risk as disclosed in Note 20 ‘Financial liabilities at fair value through profit and loss’. In 2012 and 2011 market conditions includes in particular credit spread developments.

42 NET TRADING INCOME

Net trading income

	Banking operations						Insurance operations						Total
	2012		2011		2010		2012		2011		2010		2012		2011		2010
Securities trading results		252		–133		231		91		36		180		343		–97		411
Foreign exchange transactions results		–142		–374		648		22		–11		–277		–120		–385		371
Derivatives trading results		899		882		174								899		882		174
Other		113		–49		64		–33		26		–65		80		–23		–1
		1,122		326		1,117		80		51		–162		1,202		377		955

Securities trading results includes the results of making markets in instruments such as government securities, equity securities, corporate debt securities, money-market instruments, and interest rate derivatives such as swaps, options, futures and forward contracts. Foreign exchange transactions results include gains and losses from spot and forward contracts, options, futures, and translated foreign currency assets and liabilities.

F-108

Notes to the consolidated financial statements continued

The portion of trading gains and losses relating to trading securities still held as at 31 December 2012 amounts to EUR 118 million (2011: EUR –66 million; 2010: EUR 19 million).

The majority of the risks involved in security and currency trading is economically hedged with derivatives. The securities trading results are partly offset by results on these derivatives. The result of these derivatives is included in Derivatives trading results.

Trading income mainly relates to trading assets and trading liabilities which include mainly assets and liabilities that are classified under IFRS as ‘Trading’ but are closely related to servicing the needs of the clients of ING. ING Bank offers institutional and corporate clients and governments products that are traded on the financial markets. A significant part of the derivatives in the trading portfolio are related to servicing corporate clients in their risk management to hedge for example currency or interest rate exposures. In addition, ING Bank provides its customers access to equity and debt markets for issuing their own equity or debt securities (‘securities underwriting’). Although these are presented as ‘Trading’ under IFRS, these are related to services to ING’s customers. Loans and receivables in the trading portfolio mainly relate to (reverse) repurchase agreements, which are comparable to collateralised borrowing (lending). These products are used by ING Bank as part of its own regular treasury activities, but also relate to the role that ING Bank plays as intermediary between different professional customers. Trading assets and liabilities held for ING’s own risk are very limited. From a risk perspective, the gross amount of trading assets must be considered together with the gross amount of trading liabilities, which are presented separately on the balance sheet. However, IFRS does not allow netting of these positions in the balance sheet. Reference is made to Note 3 ‘Financial assets at fair value through profit and loss’ and Note 20 ‘Financial liabilities at fair value through profit and loss’ for information on trading liabilities.

43 OTHER INCOME

Other income

	Banking operations						Insurance operations						Total
	2012		2011		2010		2012		2011		2010		2012		2011		2010
Net operating lease income		1		176		213								1		176		213
Income from real estate development projects		22		31		36								22		31		36
Other		–399		909		98		46		202		241		–353		1,111		339
		–376		1,116		347		46		202		241		–330		1,318		588

Net operating lease income comprises income of EUR 2 million (2011: EUR 772 million; 2010: EUR 1,000 million) and depreciation of EUR 1 million (2011: EUR 596 million; 2010: EUR 787 million).

In 2012, Other income – Other includes losses on disposal of Loans and advances to customers of EUR 618 million.

In 2011, Other includes a gain of EUR 955 million on the repurchase of subordinated loans as disclosed in Note 14 ‘Subordinated loans’.

44 UNDERWRITING EXPENDITURE

Underwriting expenditure

	2012		2011		2010
Gross underwriting expenditure
– before effect of investment result for risk of policyholders		24,465		27,507		27,299
– effect of investment result risk of policyholders		11,246		–186		10,120
		35,711		27,321		37,419
Investment result for risk of policyholders		–11,246		186		–10,120
Reinsurance recoveries		–1,833		–1,760		–1,620
Underwriting expenditure		22,632		25,747		25,679

The investment income and valuation results regarding investments for risk of policyholders is EUR 11,246 million (2011: EUR –186 million; 2010: EUR 10,120 million). This amount is not recognised in Investment income and valuation results on assets and liabilities designated at fair value through profit and loss but in Underwriting expenditure. As a result it is shown together with the equal amount of change in insurance provisions for risk of policyholders.

F-109

Notes to the consolidated financial statements continued

Underwriting expenditure by class

	2012		2011		2010
Expenditure from life underwriting
Reinsurance and retrocession premiums		1,642		1,664		1,822
Gross benefits		25,410		23,257		21,701
Reinsurance recoveries		–1,898		–1,751		–1,612
Change in life insurance provisions		–5,317		–816		–632
Costs of acquiring insurance business		592		1,265		2,150
Other underwriting expenditure		621		499		464
Profit sharing and rebates		102		216		325
		21,152		24,334		24,218
Expenditure from non-life underwriting
Reinsurance and retrocession premiums		40		39		61
Gross claims		1,103		1,086		1,021
Reinsurance recoveries		65		–9		–8
Change in provision for unearned premiums		–22		–27		–27
Change in claims provision		109		5		44
Costs of acquiring insurance business		263		261		274
Other underwriting expenditure				–2
		1,558		1,353		1,365
Expenditure from investment contracts
Costs of acquiring investment contracts		2		3		5
Other changes in investment contract liabilities		–80		57		91
		–78		60		96
		22,632		25,747		25,679

Profit sharing and rebates

	2012		2011		2010
Distributions on account of interest or underwriting results		–28		21		9
Bonuses added to policies		67		108		159
Deferred profit sharing expense		63		87		157
		102		216		325

The total Cost of acquiring insurance business (life and non-life) and investment contracts amounted to EUR 857 million (2011: EUR 1,529 million; 2010: EUR 2,429 million). This includes amortisation and unlocking of DAC of EUR 1,066 million (2011: EUR 1,702 million; 2010: EUR 2,697 million) and the net amount of commissions paid of EUR 1,465 million (2011: EUR 1,414 million; 2010: EUR 1,294 million) and commissions capitalised in DAC of EUR 1,674 million (2011: EUR 1,587 million; 2010: EUR 1,562 million).

The total amount of commission paid and commission payable with regard to the insurance operations amounted to EUR 1,590 million (2011: EUR 1,634 million; 2010: EUR 1,633 million). This includes the commissions recognised in Costs of acquiring insurance business of EUR 1,465 million (2011: EUR 1,414 million; 2010: EUR 1,294 million) referred to above and commissions recognised in Other underwriting expenditure of EUR 125 million (2011: EUR 220 million; 2010: EUR 339 million). Other underwriting expenditure also includes reinsurance commissions received of EUR 14 million (2011: EUR 152 million; 2010: EUR 156 million).

In 2012, ‘Change in life insurance provisions’ includes an amount related to variable annuity assumption changes in the United States of approximately EUR –104 million. This charge relates to lapse-rate assumption refinements following an annual review of policyholder behaviour assumptions.

In 2011, ING has conducted a comprehensive review of its assumptions for the Insurance US Closed Block Variable Annuity (VA) business. The review showed that current US policyholder behaviour for Closed Block VA policies sold predominantly between 2003 and 2009 diverges from earlier assumptions made by ING, particularly given the ongoing volatility and challenging market circumstances. The assumptions for the US Closed Block VA were updated for lapses, mortality, annuitisation, and utilisation rates, with the most significant revision coming from the adjustments of lapse assumptions. The revisions bring the assumptions more in line with US policyholder experience and reflect to a much greater degree the market volatility of recent years. In conjunction, hedging is adjusted to reflect the revised assumptions. The assumption changes resulted in a charge of EUR 1,099 million, which is reflected in Underwriting expenditure and in the segment Insurance US Closed Block VA. This charge affects the deferred acquisition costs (amortisation and unlocking) for EUR 488 million and the insurance provision (effect of changes in other assumptions) for EUR 611 million. Reference is made to Note 10 ‘Deferred acquisition costs’ and Note 17 ‘Insurance and Investment contracts, reinsurance contracts’. The impact of the assumption adjustments includes a charge to restore the reserve adequacy to the 50% confidence level for the Insurance US Closed Block VA segment. Reference is made to Note 52 ‘Segments’.

F-110

Notes to the consolidated financial statements continued

In 2011, ING has completed a separate annual review of the policyholder behaviour assumptions for the VA Japan business, which has not resulted in material adjustments.

In 2010, ´Change in life insurance provisions´ includes an amount related to variable annuity assumption changes in the United States and Japan of approximately EUR 356 million. These assumptions were updated to reflect lower-than-expected surrenders on policies where the value of the benefit guarantees is significant.

Other underwriting expenditure from life underwriting in 2010 includes a EUR 975 million DAC write-off as explained in Note 52 ‘Segments’.

ING Group transferred part of its life insurance business to Scottish Re in 2004 by means of a co-insurance contract. A loss amounting to EUR 160 million was recognised in Underwriting expenditure in 2004 on this transaction. This loss represented the reduction of the related deferred acquisition costs. In addition, an amount of EUR 240 million is being amortised over the life of the underlying business, starting in 2005 and gradually decreasing in subsequent years as the business tails off. The amount amortised in 2012 was EUR 13 million (2011: EUR 14 million; 2010: EUR 17 million). The cumulative amortisation as at 31 December 2012 was EUR 161 million (2011: EUR 151 million; 2010: EUR 132 million). On 23 January 2009, Hannover Re and Scottish Re announced that Hannover Re has agreed to assume the ING individual life reinsurance business originally transferred to Scottish Re in 2004.

ING Group transferred its US group reinsurance business to Reinsurance Group of America Inc. in 2010 by means of a reinsurance agreement. The transaction resulted in EUR 70 million ceding commission which is required to be recorded as a deferred gain and amortised over the life of the underlying business, starting in 2010 and gradually decreasing in subsequent years as the business tails off. The amount amortised in 2012 was EUR 1 million (2011: EUR 16 million; 2010: EUR 52 million). The cumulative amortisation as at 31 December 2012 was EUR 70 million (2011: EUR 69 million; 2010: EUR 52 million).

45 INTANGIBLE AMORTISATION AND OTHER IMPAIRMENTS

Intangible amortisation and (reversals of) impairments

	Impairment losses						Reversals of impairments						Total
	2012		2011		2010		2012		2011		2010		2012		2011		2010
Property and equipment		24		30		28		–7		–11		–5		17		19		23
Property development		161		216		400								161		216		400
Goodwill		48		32		540								48		32		540
Software and other intangible assets		7		50		31								7		50		31
(Reversals of) other impairments		240		328		999		–7		–11		–5		233		317		994
Amortisation of other intangible assets														48		52		66
														281		369		1,060

The 2012 impairments recognised on Property development relate to various real estate development projects (including mainly the United Kingdom, Belgium, Spain and Germany) due to worsening market conditions. In 2011, impairments on Property development were recognised due to the sale or termination of large projects in Germany, the Netherlands and on the reassessment of Dutch and Spanish real estate development projects. In 2010, impairments on Property development were recognised on a large number of Real Estate development projects in The Netherlands, Spain and the United States. The unfavourable economic circumstances in all regions resulted in lower expected sales prices.

In 2012, a goodwill impairment of EUR 48 million (2011: EUR 32 million; 2010: EUR 540 million) is recognised. Reference is made to Note 9 ‘Intangible assets’.

Impairments on Loans and advances to customers are presented under Addition to loan loss provision. Impairments on investments are presented under Investment income. Reference is made to the ‘Risk management’ section for further information on impairments.

F-111

Notes to the consolidated financial statements continued

46 STAFF EXPENSES

Staff expenses

	Banking operations						Insurance operations						Total
	2012		2011		2010		2012		2011		2010		2012		2011		2010
Salaries		3,418		3,705		3,836		1,384		1,348		1,369		4,802		5,053		5,205
Pension and other staff-related benefit costs		–26		171		199		58		66		97		32		237		296
Social security costs		532		525		532		141		132		150		673		657		682
Share-based compensation arrangements (1)		106		119		79		55		51		34		161		170		113
External employees		625		683		627		205		138		121		830		821		748
Education		63		69		61		18		17		8		81		86		69
Other staff costs		199		219		220		25		–23		22		224		196		242
		4,917		5,491		5,554		1,886		1,729		1,801		6,803		7,220		7,355

⁽¹⁾  In 2011, the increase in Share-based compensation arrangements can be explained by ING’s implementation of a global deferral plan as well as regulatory developments which require payment of variable remuneration in stock in lieu of cash.

In 2012, the Dutch Government imposed an additional tax charge of 16% on the income in excess of EUR 150,000 of each employee who is subject to Dutch income tax. The tax is charged to the company and does not affect the remuneration of involved staff. The tax imposed on ING for relevant employees amounts to EUR 21.9 million, which is included in the figures in the table above.

Number of employees

	Netherlands						International						Total
	2012		2011		2010		2012		2011		2010		2012		2011		2010
Continuing operations – average number of employees at full time equivalent basis (1)		24,940		26,332		27,750		61,520		65,658		65,242		86,460		91,990		92,992
Discontinued operations – average number of employees at full time equivalent basis								6,112		12,429		13,148		6,112		12,429		13,148
Total average number of employees at full time equivalent basis		24,940		26,332		27,750		67,632		78,087		78,390		92,572		104,419		106,140

⁽¹⁾  The average number of employees includes, on an average basis, employees of entities that were sold or classified as held for sale during the year.

Share-based compensation arrangements includes EUR 139 million (2011: EUR 146 million; 2010: EUR 84 million) relating to equity-settled share-based payment arrangements and EUR 22 million (2011: EUR 24 million; 2010: EUR 29 million) relating to cash-settled share-based payment arrangements.

Pension and other staff-related benefit costs

	Pension benefits						Post-employment benefits other than pensions						Other						Total
	2012		2011		2010		2012		2011		2010		2012		2011		2010		2012		2011		2010
Current service cost		283		324		298		5		8		5		40		9		–2		328		341		301
Past service cost		–2		–8		–1				–4										–2		–12		–1
Interest cost		847		851		795		7		8		8		6		6		5		860		865		808
Expected return on assets		–870		–877		–886												1		–870		–877		–885
Amortisation of unrecognised past service cost				1						–1		–5												–5
Amortisation of unrecognised actuarial (gains)/losses		116		22		62		–1		–4		–9		4		1		1		119		19		54
Effect of curtailment or settlement		–424		–110		–7		–1												–425		–110		–7
Other		–10		–9		–15								–40		–16		–18		–50		–25		–33
Defined benefit plans		–60		194		246		10		7		–1		10		0		–13		–40		201		232
Defined contribution plans																				72		36		64
																				32		237		296

In 2012, a curtailment was recognised due to a change to a new pension scheme. Reference is made to Note 21 ‘Other liabilities’.

Remuneration of senior management, Executive Board and Supervisory Board

Reference is made to Note 34 ‘Related parties’.

F-112

Notes to the consolidated financial statements continued

Stock option and share plans

ING Groep N.V. has granted option rights on ING Groep N.V. shares and conditional rights on depositary receipts (share awards) for ING shares to a number of senior executives (members of the Executive Board, general managers and other officers nominated by the Executive Board), and to a considerable number of employees of ING Group. The purpose of the option and share schemes, is to attract, retain and motivate senior executives and staff.

In 2012, ING granted three types of share awards, deferred shares, performance shares and upfront shares. The entitlement to the share awards was granted conditionally. If the participant remains in employment for an uninterrupted period between the grant date and the vesting date, the entitlement becomes unconditional. In addition to the employment condition, the performance shares contain a performance condition. The number of ING depositary receipts that would ultimately be granted at the end of a performance period is dependent on ING’s performance over that period. Upfront and deferred shares, with retention periods as soon as it becomes unconditional, were awarded to the Management Board members of ING Bank N.V. and ING Insurance Eurasia N.V., as well as Identified staff. ING has the authority to apply an hold back to awarded but unvested shares and a claw-back to vested shares.

In 2012 no share awards (2011: nil; 2010: nil) were granted to the members of the Executive Board of ING Groep N.V., 643,644 share awards (2011: 154,440; 2010: nil) were granted to the Management Boards of ING Bank, ING Insurance, Insurance Eurasia and ING U.S To senior management and other employees 19,802,692 share awards (2011: 20,135,968; 2010: 26,369,146) were granted.

Every year, the ING Group Executive Board decides whether the option and share schemes are to be continued and, if so, to what extent. In 2010 the Group Executive Board decided not to continue the option scheme as from 2011. The existing option schemes up and until 2010 will be run off in the coming years.

The option rights are valid for a period of five or ten years. Option rights that are not exercised within this period lapse. Option rights granted will remain valid until the expiry date, even if the option scheme is discontinued. The option rights are subject to certain conditions, including a pre-determined continuous period of service. The exercise prices of the options are the same as the quoted prices of ING Groep N.V. shares at the date on which the options are granted.

ING Group holds its own shares in order to fulfill its obligations with regard to the existing stock option plan. As at 31 December 2012, 26,429,948 own shares (2011: 42,126,329; 2010: 45,213,891) were held in connection with the option plan compared to 85,193,177 options outstanding (2011: 108,138,551; 2010: 124,836,694). In December 2010 ING Groep N.V. announced that it will no longer rebalance its hedge portfolio. This decision is an effort to simplify the management and administration of ING’s various employee share and option programmes. The remaining shares in the portfolio will be used to fund the obligations arising from exercise and vesting. Once all shares in the portfolio are used ING will fund these obligations by issuing new shares (subject to approval by Executive Board and Supervisory Board).

The obligations with regard to the share plans will in the future be funded either by cash, newly issued shares or remaining shares from the portfolio of own shares at the discretion of the holder.

Changes in option rights outstanding

	Options outstanding (in numbers)						Weighted average exercise price (in euros)
	2012		2011		2010		2012		2011		2010
Opening balance		108,138,551		124,836,694		122,334,486		15.20		15.73		17.31
Granted						19,434,097						7.35
Exercised		–3,490,981		–1,111,930		–1,070,630		2.90		3.97		3.03
Forfeited		–1,480,805		–2,698,596		–3,666,001		11.05		12.78		13.23
Expired		–17,973,588		–12,887,617		–12,195,258		19.92		22.03		20.52
Closing balance		85,193,177		108,138,551		124,836,694		14.77		15.20		15.73

As per 31 December 2012 total options outstanding consists of 70,135,050 options (2011: 90,620,708; 2010: 105,036,931) relating to equity-settled share-based payment arrangements and 15,058,127 options (2011: 17,517,843; 2010: 19,799,763) relating to cash-settled share-based payment arrangements.

The weighted average share price at the date of exercise for options exercised during 2012 is EUR 6.15 (2011: EUR 8.09; 2010: EUR 7.46).

F-113

Notes to the consolidated financial statements continued

Changes in option rights non-vested

	Options non-vested (in numbers)						Weighted average grant date fair value (in euros)
	2012		2011		2010		2012		2011		2010
Opening balance		32,418,754		51,596,578		50,316,665		2.65		3.08		3.52
Granted						19,434,097						3.26
Vested		–15,815,049		–17,389,468		–15,415,108		2.03		3.90		4.70
Forfeited		–887,673		–1,788,356		–2,739,076		2.73		3.05		3.26
Closing balance		15,716,032		32,418,754		51,596,578		3.26		2.65		3.08

Summary of stock options outstanding and exercisable

2012 Range of exercise price in euros	Options outstanding as at 31  December 2012		Weighted average remaining contractual life		Weighted average exercise price		Options exercisable as at 31 December 2012		Weighted average remaining contractual life		Weighted average exercise price
0.00 – 5.00		10,586,734		5.49		2.88		10,586,734		5.49		2.88
5.00 – 10.00		21,728,644		5.35		7.92		6,012,612		0.47		9.41
10.00 – 15.00		6,732,540		1.32		14.28		6,732,540		1.32		14.28
15.00 – 20.00		24,938,253		3.58		17.30		24,938,253		3.58		17.30
20.00 – 25.00		9,724,341		3.83		24.57		9,724,341		3.83		24.57
25.00 – 30.00		11,482,665		3.28		25.18		11,482,665		3.28		25.18
		85,193,177						69,477,145

Summary of stock options outstanding and exercisable

2011 Range of exercise price in euros	Options outstanding as at 31 December 2011		Weighted average remaining contractual life		Weighted average exercise price		Options exercisable as at 31 December 2011		Weighted average remaining contractual life		Weighted average exercise price
0.00 – 5.00		14,723,297		6.68		2.88
5.00 – 10.00		23,647,407		6.45		7.90		5,951,950		1.18		9.46
10.00 – 15.00		7,334,880		2.32		14.29		7,334,880		2.32		14.29
15.00 – 20.00		28,639,179		4.36		17.20		28,639,179		4.36		17.20
20.00 – 25.00		21,190,454		2.48		23.56		21,190,454		2.48		23.56
25.00 – 30.00		12,603,334		4.30		25.18		12,603,334		4.30		25.18
		108,138,551						75,719,797

Summary of stock options outstanding and exercisable

2010 Range of exercise price in euros	Options outstanding as at 31  December 2010		Weighted average remaining contractual life		Weighted average exercise price		Options exercisable as at 31 December 2010		Weighted average remaining contractual life		Weighted average exercise price
0.00 – 5.00		16,367,971		7.71		2.88
5.00 – 10.00		25,482,740		7.45		7.88		6,379,628		2.18		9.36
10.00 – 15.00		9,585,723		2.61		14.37		9,353,997		2.48		14.37
15.00 – 20.00		31,328,453		5.21		17.35		15,434,684		3.54		17.88
20.00 – 25.00		22,663,374		3.58		23.60		22,663,374		3.58		23.60
25.00 – 30.00		19,408,433		3.58		25.77		19,408,433		3.58		25.77
		124,836,694						73,240,116

As at 31 December 2012, the aggregate intrinsic values of options outstanding and exercisable are EUR 44 million (2011: EUR 39 million) and EUR 44 million (2011: nil), respectively.

As at 31 December 2012, total unrecognised compensation costs related to stock options amounted to EUR 3 million (2011: EUR 24 million; 2010: EUR 65 million). These costs are expected to be recognised over a weighted average period of 0.2 years (2011: 1.1 years; 2010: 1.9 years). Cash received from stock option exercises for the year ended 31 December 2012 was EUR 8 million (2011: EUR 4 million; 2010: EUR 3 million).

The fair value of options granted is recognised as an expense under staff expenses and is allocated over the vesting period of the options. The fair values of the option awards have been determined using a Monte Carlo simulation. This model takes the risk free interest rate into account (2.0% to 4.6%), as well as the expected life of the options granted (5 to 9 years), the exercise price, the current share price (EUR 2.90 – EUR 26.05), the expected volatility of the certificates of ING Groep N.V. shares (25% – 84%) and the expected dividends yield (0.94% to 8.99%). The source for implied volatilities used for the valuation of the stock options is ING’s trading system. The implied volatilities in this system are determined by ING’s traders and are based on market data implied volatilities not on historical volatilities.

F-114

Notes to the consolidated financial statements continued

Changes in share awards

	Share awards (in numbers)						Weighted average grant date fair value (in euros)
	2012		2011		2010		2012		2011		2010
Opening balance		48,022,886		35,040,106		14,653,673		7.90		7.25		7.53
Granted		20,446,336		20,290,408		26,369,146		6.53		9.78		7.55
Performance effect		–1,274,485		–1,610,321		–1,507,307		9.41		11.27		13.92
Vested		–15,530,788		–3,636,399		–2,961,355		6.29		10.79		11.72
Forfeited		–2,247,317		–2,060,908		–1,514,051		8.23		7.56		7.13
Closing balance		49,416,632		48,022,886		35,040,106		7.78		7.90		7.25

As per 31 December 2012 the share awards consists of 43,632,814 share awards (2011: 41,150,790; 2010: 28,592,210) relating to equity-settled share-based payment arrangements and 5,783,818 share awards (2011: 6,872,096; 2010: 6,447,896) relating to cash-settled share-based payment arrangements.

The fair value of share awards granted is recognised as an expense under staff expenses and is allocated over the vesting period of the share awards. The fair values of share awards containing a market based performance condition have been determined using a Monte Carlo simulation based valuation model. The model takes into account the risk free interest rate, the current stock prices, expected volatilities and current dividend yields of the performance peer group used to determine ING’s Total Shareholder Return (TSR) ranking.

As at 31 December 2012 total unrecognised compensation costs related to share awards amount to EUR 102 million (2011: EUR 149 million; 2010: EUR 158 million). These costs are expected to be recognised over a weighted average period of 1.2 years (2011: 1.5 years; 2010: 2.1 years).

47 OTHER INTEREST EXPENSES

Other interest expenses mainly consist of interest in connection with the insurance operations, including interest on the perpetual subordinated loans.

Other interest expenses include nil and nil dividends paid on preference shares and trust preferred securities (2011: nil and nil; 2010: nil and nil).

In 2012, total interest income and total interest expense for items not valued at fair value through profit and loss were EUR 40,063 million (2011: EUR 41,740 million; 2010: EUR 39,685 million) and EUR 22,218 million (2011: EUR 22,184 million; 2010: EUR 19,815 million) respectively. Net interest income of EUR 17,812 million is presented in the following lines in the profit and loss account.

Total net interest income

	2012		2011		2010
Interest result banking operations 36		11,883		13,449		13,323
Investment income – insurance operations 38		6,255		6,107		5,752
Other interest expenses		–326		–149		–183
		17,812		19,407		18,892

48 OTHER OPERATING EXPENSES

Other operating expenses

	Banking operations						Insurance operations						Total
	2012		2011		2010		2012		2011		2010		2012		2011		2010
Depreciation of property and equipment		361		371		382		55		53		53		416		424		435
Amortisation of software		214		332		312		60		50		34		274		382		346
Computer costs		725		707		693		292		258		258		1,017		965		951
Office expenses		713		737		659		218		236		220		931		973		879
Travel and accommodation expenses		157		120		102		40		53		55		197		173		157
Advertising and public relations		496		594		591		66		68		73		562		662		664
External advisory fees		255		332		364		365		384		309		620		716		673
Postal charges		80		82		87								80		82		87
Addition/(releases) of provision for reorganisations and relocations		458		387		109		357		135		99		815		522		208
Other		1,257		736		796		412		481		561		1,669		1,217		1,357
		4,716		4,398		4,095		1,865		1,718		1,662		6,581		6,116		5,757

F-115

Notes to the consolidated financial statements continued

Other operating expenses include lease and sublease payments in respect of operating leases of EUR 245 million (2011: EUR 150 million; 2010: EUR 192 million) in which ING Group is the lessee. No individual operating lease has terms and conditions that materially affect the amount, timing and certainty of the consolidated cash flows of the Group.

For Addition/(releases) of provision for reorganisations and relocations reference is made to the disclosure on the reorganisation provision in Note 21 ‘Other liabilities’.

The External advisory fees include fees for audit services and non-audit services provided by the Group’s auditors.

Other operating expenses – Other includes in 2012, amongst other, the settlement with US authorities of EUR 473 million as disclosed in Note 32 ‘Legal proceedings’ and the Netherlands bank tax of EUR 175 million.

Fees of Group’s auditors

	2012		2011		2010
Audit fees		37		37		35
Audit related fees		10		9		9
Tax fees		4		4		2
All other fees		1		1		1
Total		52		51		47

Fees as disclosed above relate to the network of the Group’s auditors.

49 TAXATION

Profit and loss account

Taxation on continuing operations by type

	Netherlands						International						Total
	2012		2011		2010		2012		2011		2010		2012		2011		2010
Current taxation		–184		18		295		1,110		985		720		926		1,003		1,015
Deferred taxation		–449		90		–106		101		–203		85		–348		–113		–21
		–633		108		189		1,211		782		805		578		890		994

The tax charge in the Netherlands decreased with EUR 741 million to EUR -633 million (2011: EUR 108 million), due to lower profits. A significant part of the profit in the Netherlands was non-taxable due to tax exempt divestments.

Reconciliation of the weighted average statutory income tax rate to ING Group’s effective income tax rate

	2012			2011			2010
Result before tax from continuing operations		3,040			4,038			3,053
Weighted average statutory tax rate		33.8	%		25.4	%		23.6	%
Weighted average statutory tax amount		1,027			1,027			721
Associates exemption		–602			–329			–403
Other income not subject to tax		–227			–251			–128
Expenses not deductible for tax purposes		123			122			102
Impact on deferred tax from change in tax rates		36			15			8
Deferred tax benefit from previously unrecognised amounts		–6			–3
Current tax benefit from previously unrecognised amounts		–37			4
Write-off/reversal of deferred tax assets		305			280			737
Adjustment to prior periods		–41			25			–43
Effective tax amount		578			890			994
Effective tax rate		19.0	%		22.0	%		32.6	%

The weighted average statutory tax rate in 2012 is higher than in 2011. This is mainly a result of differences in the composition of results before tax from continuing operations in 2012 and 2011. In 2012 relative more profits were taxable in countries with high tax rates, while relative more losses were incurred in countries with lower tax rates (as compared to 2011).

The weighted average statutory tax rate in 2011 compared to 2010 does not differ significantly.

The effective tax rate in 2012 was lower than the weighted average statutory tax rate. This is mainly caused by non-taxable income, which is partly offset by non-deductible expenses and write-offs of deferred tax assets.

F-116

Notes to the consolidated financial statements continued

The effective tax rate in 2011 was lower than the weighted average statutory tax rate. This is mainly caused by exempt income, which was only partly offset by non-deductible expenses and write-offs of deferred tax assets.

The effective tax rate in 2010 was higher than the weighted average statutory tax rate. This is caused by an off-setting effect of the write-offs of deferred tax assets (mainly in the United States) and the non-deductible expenses which exceeded tax exempt income and prior year adjustments.

Adjustment to prior periods in 2012 relates mainly to a tax settlement.

Adjustment to prior periods in 2011 relates to final tax assessments and other marginal corrections.

Adjustment to prior periods in 2010 relates mainly to a tax settlement.

Comprehensive income

Income tax related to components of other comprehensive income

	2012		2011		2010
Unrealised revaluations		–2,726		–873		–1,216
Realised gains/losses transferred to profit and loss (reclassifications from equity to profit and loss)		20		–291		8
Changes in cash flow hedge reserve		–225		–373		–194
Transfer to insurance liabilities/DAC		912		847		719
Exchange rate differences		–72		–39		8
Total income tax related to components of other comprehensive income		–2,091		–729		–675

50 EARNINGS PER ORDINARY SHARE

Earnings per ordinary share

	Amount (in millions of euros)						Weighted average number of ordinary shares outstanding during the period (in millions)						Per ordinary share (in euros)
	2012		2011		2010		2012		2011		2010		2012		2011		2010
Net result		3,259		4,740		2,367		3,796.1		3,783.7		3,781.5
Attribution to non-voting equity securities		–642		–1,520		–441
Basic earnings		2,617		3,220		1,926		3,796.1		3,783.7		3,781.5		0.69		0.85		0.51
Effect of dilutive instruments:
Stock option and share plans								6.3		5.4		6.6
								6.3		5.4		6.6
Diluted earnings		2,617		3,220		1,926		3,802.4		3,789.1		3,788.1		0.69		0.85		0.51

Attribution to non-voting equity securities

The attribution to non-voting equity securities represents the amount that would be payable on the non-voting equity securities if and when the entire net result for the period would be distributed as dividend. This amount is only included for the purpose of determining earnings per share under IFRS-IASB and does not represent a payment (neither actual nor proposed) to the holders of the non-voting equity securities.

The attribution in 2012 includes the premium of EUR 375 million (2011: EUR 1,000 million) paid in relation to the repayment of the EUR 750 million (2011: EUR 2,000 million) non-voting equity securities.

Dilutive instruments

Diluted earnings per share is calculated as if the stock options and share plans outstanding at the end of the period had been exercised at the beginning of the period and assuming that the cash received from exercised stock options and share plans is used to buy own shares against the average market price during the period. The net increase in the number of shares resulting from exercising stock options and share plans is added to the average number of shares used for the calculation of diluted earnings per share.

The potential conversion of the non-voting equity securities has an anti-dilutive effect on the earnings per share calculation in 2012, 2011 and 2010 (the diluted earnings per share becoming higher or less negative than the basic earnings per share). Therefore, the potential conversion is not taken into account in the calculation of diluted earnings per share for these years.

F-117

Notes to the consolidated financial statements continued

Earnings per ordinary share from continuing operations

	Amount (in millions of euros)						Weighted average number of ordinary shares outstanding during the period (in millions)						Per ordinary share (in euros)
	2012		2011		2010		2012		2011		2010		2012		2011		2010
Basic earnings		2,617		3,220		1,926		3,796.1		3,783.7		3,781.5
Less: Net result from discontinued operations		908		1,673		405
Basic earnings from continuing operations		1,709		1,547		1,521		3,796.1		3,783.7		3,781.5		0.45		0.41		0.40
Effect of dilutive instruments:
Stock option and share plans								6.3		5.4		6.6
								6.3		5.4		6.6
Diluted earnings from continuing operations		1,709		1,547		1,521		3,802.4		3,789.1		3,788.1		0.45		0.41		0.40

Earnings per ordinary share from discontinued operations

	Amount (in millions of euros)						Weighted average number of ordinary shares outstanding during the period (in millions)						Per ordinary share (in euros)
	2012		2011		2010		2012		2011		2010		2012		2011		2010
Net result from discontinued operations		550		678		405
Net result from classification as discontinued operations		–394
Net result from disposal of discontinued operations		752		995
Total net result from discontinued operations		908		1,673		405		3,796.1		3,783.7		3,781.5
Basic earnings from discontinued operations		908		1,673		405		3,796.1		3,783.7		3,781.5		0.24		0.44		0.11
Effect of dilutive instruments:
Stock option and share plans								6.3		5.4		6.6
								6.3		5.4		6.6
Diluted earnings from discontinued operations		908		1,673		405		3,802.4		3,789.1		3,788.1		0.24		0.44		0.11

51 DIVIDEND PER ORDINARY SHARE

In 2012, 2011 and 2010 no dividend was declared, therefore the dividend per ordinary share was nil. The Executive Board, with the approval of the Supervisory Board, has proposed, subject to the ratification by the General Meeting of Shareholders, not to pay a cash dividend for the year 2012.

52 SEGMENTS

a. General

ING Group’s segments relate to the internal segmentation by business lines. As of 2012 the internal management reporting structure for the banking operations was changed in order to improve transparency and to reflect the impact of the divestments of ING Direct USA and ING Real Estate Investment Management. The segments have changed accordingly. The comparatives have been adjusted to reflect the new segment structure for the banking operations. ING Group identifies the following segments:

Segments of ING Group

Banking	Insurance
Retail Netherlands	Insurance Benelux
Retail Belgium	Insurance Central & Rest of Europe (CRE)
Retail Germany	Insurance United States (US)
Retail Rest of World	Insurance US Closed Block VA
Commercial Banking	ING Investment Management (IM)

As disclosed in Note 26 ‘Discontinued operations’ in 2012 the segment Insurance Asia/Pacific ceased to exist.

F-118

Notes to the consolidated financial statements continued

In 2011, ING Group identified the following segments for banking operations: Retail Netherlands, Retail Belgium, ING Direct, Retail Central Europe, Retail Asia, Commercial Banking (excluding Real Estate) and ING Real Estate.

Retail Banking Germany (previously part of ING Direct) is now a separate segment. The remainder of ING Direct is combined with Retail Central Europe and Retail Asia into one new segment Retail Rest of World. ING Real Estate is included in Commercial Banking.

The Executive Board of ING Groep N.V., the Management Board of ING Bank N.V., the Management Board of ING Insurance Eurasia N.V. and the Board of ING U.S., Inc. sets the performance targets, approve and monitor the budgets prepared by the business lines. Business lines formulate strategic, commercial and financial policy in conformity with the strategy and performance targets set by the Executive Board of ING Groep N.V., the Management Board of ING Bank N.V., the Management Board of ING Insurance Eurasia N.V. and the Board of ING U.S., Inc.

The accounting policies of the segments are the same as those described under Accounting policies for the consolidated annual accounts. Transfer prices for inter-segment transactions are set at arm’s length. Corporate expenses are allocated to business lines based on time spent by head office personnel, the relative number of staff, or on the basis of income, expenses and/or assets of the segment.

ING Group evaluates the results of its segments using a financial performance measure called underlying result. The information presented in this note is in line with the information presented to the Executive and Management Board. Underlying result is defined as result under IFRS-IASB excluding the impact of divestments and special items. Disclosures on comparative years also reflect the impact of current year’s divestments.

The following table specifies the main sources of income of each of the segments:

Specification of the main sources of income of each of the segments

Segment	Main source of income
Retail Netherlands	Income from retail and private banking activities in the Netherlands, including the SME and mid-corporate segments. The main products offered are current and savings accounts, business lending, mortgages and other consumer lending in the Netherlands.
Retail Belgium	Income from retail and private banking activities in Belgium, including the SME and mid-corporate segments. The main products offered are similar to those in the Netherlands.
Retail Germany	Income from retail and private banking activities in Germany. The main products offered are current and savings accounts, mortgages and other customer lending.
Retail Rest of World	Income from retail banking activities in the rest of the world, including the SME and mid-corporate segments in specific countries. The main products offered are similar to those in the Netherlands.
Commercial Banking	Income from wholesale banking activities (a full range of products is offered from cash management to corporate finance), real estate and lease.
Insurance Benelux	Income from life insurance, non-life insurance and retirement services in the Benelux.
Insurance CRE	Income from life insurance, non-life insurance and retirement services in Central and Rest of Europe.
Insurance US	Income from life insurance and retirement services in the United States.
Insurance US Closed Block VA	Consists of ING’s Closed Block Variable Annuity business in the United States, which has been closed to new business since early 2010 and which is now being managed in run-off.
ING IM	Income from investment management activities.

In addition to these segments, ING Group reconciles the total segment results to the total result of ING Banking and ING Insurance using the Corporate Line Banking and Corporate Line Insurance. The Corporate Line Banking is a reflection of capital management activities and certain expenses that are not allocated to the banking businesses. ING Group applies a system of capital charging for its banking operations in order to create a comparable basis for the results of business units globally, irrespective of the business units’ book equity and the currency they operate in. The Corporate Line Insurance contains items related to capital management, run-off portfolios, Corporate Reinsurance and remaining activities in Latin America.

This note does not provide information on the revenue specified to each product or service as this is not reported internally and is therefore not readily available.

F-119

Notes to the consolidated financial statements continued

b. ING Group

Segments ING Group total

2012	Total Banking		Total Insurance		Eliminations		Total
Underlying income
– Gross premium income				20,277				20,277
– Net interest result – banking operations		11,712				–85		11,626
– Commission income		2,162		1,405				3,566
– Total investment and other income		–488		5,006		–61		4,457
Total underlying income		13,385		26,688		–147		39,927
Underlying expenditure
– Underwriting expenditure				22,574				22,574
– Operating expenses		8,690		3,310				12,000
– Other interest expenses				472		–147		326
– Additions to loan loss provision		2,122						2,122
– Other impairments		211		19				230
Total underlying expenses		11,023		26,377		–147		37,252
Underlying result before taxation		2,363		311				2,674
Taxation		760		–165				596
Minority interests		91		20				111
Underlying net result		1,512		456				1,968

Reconciliation between Underlying and IFRS-EU income, expenses and net result

2012	Income		Expenses		Net result
Underlying		39,927		37,252		1,968
Divestments		1,866		164		1,443
Special items		–4		1,332		–1,060
IFRS-EU (continuing operations)		41,788		38,748		2,351
Total net result from discontinued operations		9,140		8,026		908
IFRS-EU (continuing and discontinued operations)		50,928		46,774		3,259

Divestments in 2012, includes the gain on sale of ING Direct Canada of EUR 1,135 million, the gain on sale of ING Direct USA of EUR 489 million and the loss of EUR 260 million related to the announced sale of ING Direct UK.

Special items in 2012, includes costs mainly related to the strategic reorganisation measures taken in Retail Netherlands, Commercial Banking and the Insurance operations of approximately EUR 660 million, the separation and IPO preparation of Insurance of EUR 169 million, costs related to the final settlement with US authorities concerning transactions subject to sanctions by the US of EUR 386 million, which is partly offset by a pension curtailment of EUR 305 million following the new Dutch employee pension scheme announced in 2012.

Reference is made to Note 26 ‘Discontinued operations’ for information on discontinued operations.

F-120

Notes to the consolidated financial statements continued

Segments ING Group total

2011	Total Banking		Total Insurance		Eliminations		Total
Underlying income
– Gross premium income				20,279				20,279
– Net interest result – banking operations		11,975				–8		11,967
– Commission income		2,230		1,421				3,651
– Total investment and other income		–1,298		7,345		–342		5,705
Total underlying income		12,907		29,045		–350		41,601
Underlying expenditure
– Underwriting expenditure				25,747				25,747
– Operating expenses		8,517		3,078				11,595
– Other interest expenses				531		–350		181
– Additions to loan loss provision		1,336						1,336
– Other impairments		307		15				322
Total underlying expenses		10,161		29,370		–350		39,180
Underlying result before taxation		2,746		–325				2,421
Taxation		717		–99				618
Minority interests		79		4				83
Underlying net result		1,951		–230				1,720

Reconciliation between Underlying and IFRS-IASB income, expenses and net result

2011	Income		Expenses		Net result
Underlying		41,601		39,180		1,720
Divestments		2,788		1,236		1,287
Special items		921		856		60
IFRS-IASB (continuing operations)		45,309		41,271		3,067
Total net result from discontinued operations		11,080		9,252		1,673
IFRS-IASB (continuing and discontinued operations)		56,389		50,522		4,740

Divestments in 2011 reflects the results on the sale of ING Real Estate Investment Management (REIM) and ING Car Lease as well as the operating result of the divested units.

Special items in 2011 includes costs for the Retail Netherlands change programme and strategic repositioning initiatives at Commercial Banking, additional costs for the combining of ING Bank and Postbank in the Netherlands, the transformation programme in Belgium, further restructuring at ING Real Estate following the sale of ING REIM, and costs related to the separation of Banking and Insurance, as well as an adjustment of the Illiquid Assets Back-up Facility based on higher prepayment behaviour in the underlying Alt-A securities and the result on the repurchase of subordinated loans executed in December 2011 as disclosed in Note 43 ‘Other income’ and Note 14 ‘Subordinated loans’.

Reference is made to Note 26 ‘Discontinued operations’ for information on discontinued operations.

F-121

Notes to the consolidated financial statements continued

Segments ING Group total

2010	Total Banking		Total Insurance		Eliminations		Total
Underlying income
– Gross premium income				21,279				21,279
– Net interest result – banking operations		11,958				–93		11,865
– Commission income		2,228		1,377				3,605
– Total investment and other income		483		5,356		–243		5,596
Total underlying income		14,669		28,013		–336		42,346
Underlying expenditure
– Underwriting expenditure				25,679				25,679
– Operating expenses		8,205		3,153				11,358
– Other interest expenses				519		–336		183
– Additions to loan loss provision		1,448						1,448
– Other impairments		461		19				480
Total underlying expenses		10,114		29,371		–336		39,149
Underlying result before taxation		4,555		–1,358				3,197
Taxation		1,092		–122				970
Minority interests		70		16				86
Underlying net result		3,394		–1,252				2,141

Reconciliation between Underlying and IFRS-IASB income, expenses and net result

2010	Income		Expenses		Net result
Underlying		42,346		39,149		2,141
Divestments		2,492		1,362		880
Special items				1,274		–1,059
IFRS-IASB (continuing operations)		44,838		41,785		1,962
Total net result from discontinued operations		9,725		9,178		405
IFRS-IASB (continuing and discontinued operations)		54,563		50,964		2,367

Divestments in 2010 mainly relates to the sale of the three US independent retail broker-dealer units, the sale of the Private Banking businesses in Asia and Switzerland and to the sale of ING’s 50% stake in Summit Industrial Fund LP as well as the operating result of the in 2010 and 2011 divested units.

Special items in 2010 includes mainly restructuring expenses for the combining of the Dutch retail activities, the Belgium retail transformation program, the cost related to the separation of Banking and Insurance and the expenses related to the goodwill impairment in the United States of EUR 513 million (after tax) in 2010. Reference is made to Note 9 ‘Intangible assets’.

Reference is made to Note 26 ‘Discontinued operations’ for information on discontinued operations.

F-122

Notes to the consolidated financial statements continued

c. Banking activities

Segments Banking

2012	Retail Netherlands		Retail Belgium		Retail Germany		Retail Rest of World		Commercial Banking		Corporate Line Banking		Total Banking
Underlying income
– Net interest result		3,377		1,723		1,141		1,788		3,422		260		11,712
– Commission income		485		335		87		328		907		19		2,162
– Total investment and other income		35		136		–36		–381		–223		–19		–488
Total underlying income		3,897		2,194		1,193		1,735		4,107		260		13,385
Underlying expenditure
– Operating expenses		2,340		1,411		669		1,713		2,274		282		8,690
– Additions to loan loss provision		665		168		83		251		955				2,122
– Other impairments *		13		6						162		29		211
Total underlying expenses		3,018		1,586		752		1,965		3,391		311		11,023
Underlying result before taxation		878		609		441		–230		716		–50		2,363
Taxation		219		169		161		37		201		–26		760
Minority interests						1		66		23				91
Underlying net result		660		439		278		–333		492		–24		1,512
Divestments								1,449						1,449
Special items		–284		–22						–129		–193		–628
Net result (continuing operations)		376		417		278		1,116		362		–218		2,332

* Analysed as a part of operating expenses.

Segments Banking

2011	Retail Netherlands		Retail Belgium		Retail Germany		Retail Rest of World		Commercial Banking		Corporate Line Banking		Total Banking
Underlying income
– Net interest result		3,612		1,606		1,247		1,829		3,739		–58		11,975
– Commission income		481		336		117		331		977		–13		2,230
– Total investment and other income		52		88		–230		–185		–1,075		50		–1,298
Total underlying income		4,145		2,031		1,134		1,975		3,641		–20		12,907
Underlying expenditure
– Operating expenses		2,399		1,425		649		1,635		2,317		91		8,517
– Additions to loan loss provision		457		145		91		167		477				1,336
– Other impairments *		29		6		–1		1		210		61		307
Total underlying expenses		2,885		1,577		740		1,803		3,004		153		10,161
Underlying result before taxation		1,261		455		395		172		637		–173		2,746
Taxation		317		108		134		37		129		–7		717
Minority interests						1		59		19				79
Underlying net result		944		347		259		76		490		–166		1,951
Divestments		12		2				408		873				1,295
Special items		–246		–12						–80		620		281
Net result (continuing operations)		710		337		259		484		1,283		454		3,527

* Analysed as a part of operating expenses.

F-123

Notes to the consolidated financial statements continued

Segments Banking

2010	Retail Netherlands		Retail Belgium		Retail Germany		Retail Rest of World		Commercial Banking		Corporate Line Banking		Total Banking
Underlying income
– Net interest result		3,816		1,608		1,070		1,818		3,672		–25		11,958
– Commission income		498		345		118		342		939		–13		2,228
– Total investment and other income		–4		95		–17		32		144		232		483
Total underlying income		4,310		2,047		1,171		2,192		4,755		193		14,669
Underlying expenditure
– Operating expenses		2,337		1,345		607		1,547		2,258		111		8,205
– Additions to loan loss provision		560		160		120		118		490				1,448
– Other impairments *		39				3		1		385		34		461
Total underlying expenses		2,936		1,505		729		1,666		3,133		145		10,114
Underlying result before taxation		1,374		542		442		526		1,622		49		4,555
Taxation		361		91		139		143		359		–1		1,092
Minority interests				–6		1		42		33				70
Underlying net result		1,013		458		302		340		1,231		50		3,394
Divestments		16		75				739		56				886
Special items		–232		–13						–65		–30		–340
Net result (continuing operations)		797		520		302		1,079		1,221		20		3,940

* Analysed as a part of operating expenses.

d. Insurance activities

With regard to insurance activities, ING Group analyses the underlying result through a margin analysis, which includes the following components:

• Operating result; and

• Non-operating items

Both are comprised of various sub-components. The total of operating result and non-operating items (gains/losses and impairments, revaluations and market & other impacts) equals underlying result before tax.

To determine the operating result the following non-operating items are adjusted in the reported underlying result before tax:

• Realised capital gains/losses and impairments on debt and equity securities;

• Revaluations on assets marked to market through the profit and loss account; and

• Other non-operating impacts, e.g. provision for guarantees on separate account pension contracts, equity related and other DAC unlocking, VA/FIA Guaranteed Benefit Reserve unlocking and DAC offset on gains/losses on debt securities.

The operating result for the life insurance business is also broken down into expenses and the following sources of income:

• Investment margin which includes the spread between investment income earned and interest credited to insurance liabilities (excluding market impacts but including dividends and coupons);

• Fees and premium-based revenues which includes the portion of life insurance premiums available to cover expenses and profit, fees on deposits and fee income on assets under management (net of guaranteed benefit costs in the United States);

• Technical margin which includes the margin between costs charged for benefits and incurred benefit costs and it includes mortality, morbidity and surrender results; and

• Non-modelled which is not significant and includes parts of the business for which no margins are provided.

As of the fourth quarter of 2010, the Legacy Variable Annuity segment in the US is reported and analysed separately from the other US business in the internal management reporting. Therefore as of 1 October 2010 ING reports the Insurance US Legacy VA business as a separate segment to improve transparency and ongoing business. ING Group’s accounting policy for reserve adequacy as set out in the Accounting policies for the consolidated annual accounts of ING Group requires each segment to be adequate at the 50% confidence level. The separation of the Legacy VA business into a separate segment triggered a charge in the fourth quarter of 2010 to bring reserve adequacy on the new Insurance US Closed Block VA segment to the 50% level. This charge is reflected as a DAC write-off of EUR 975 million before tax. For 2011 the impact of the assumption adjustments includes a charge of EUR 177 million to restore the reserve adequacy of the Insurance US Closed Block VA segment to the 50% level at 31 December 2011. Reference is made to Note 44 ‘Underwriting expenditure’.

F-124

Notes to the consolidated financial statements continued

The adequacy of the reserves held for the Insurance US Closed Block VA segment is evaluated on a quarterly basis. The test considers current estimates of all contractual and related cash flows (including projected performance of the hedge program). The test is conducted by comparing the present value of the cash flows to the reserves for the business line. If it is determined, using a best estimate (50%) confidence level, that reserves are insufficient to support the projected cash outflows, the shortfall is established as an additional reserve, which is in turn recognised immediately in the profit and loss account. There are no offsets considered by any other business line.

There are several key inputs to the reserve adequacy testing. The liability assumptions are based on management’s best estimate of policyholder behaviour, which is reviewed periodically, but at least annually. Stochastic scenario simulations are incorporated based on management’s long-term view of equity markets and interest rates. The hedging program is based on our current approach to managing the risk of the business. Finally, current market conditions impact the results of the test as both reserves and the present value of cash flows are sensitive to market interest rates. Any changes in the items above may have a potentially material impact to the results of the reserve adequacy test.

A net reserve inadequacy exists using a prudent (90%) confidence level for the segment Insurance US Closed Block VA. This inadequacy was offset by reserve adequacies in other segments, such that at the Group level there is a net adequacy at the prudent (90%) confidence level.

Segments Insurance

2012	Insurance Benelux		Insurance CRE		Insurance US		Insurance US Closed Block VA		ING IM		Corporate Line Insurance		Total Insurance
Investment margin		604		59		1,087		7		–1				1,757
Fees and premium based revenues		593		430		1,188		100		824				3,135
Technical margin		177		175		42		21						414
Income non-modelled life business				20										20
Life & ING IM operating income		1,374		684		2,316		128		823				5,325
Administrative expenses		601		285		882		99		661				2,529
DAC amortisation and trail commissions		192		221		732		151		2				1,299
Life & ING IM expenses		793		506		1,614		250		664				3,827
Life & ING IM operating result		581		178		702		–122		159				1,498
Non-life operating result		82		6										89
Corporate Line operating result												–491		–491
Operating result		663		184		702		–122		159		–491		1,095
Gains/losses and impairments		92		–35		36		16		1		9		119
Revaluations		–316		22		161				40		–34		–126
Market & other impacts		–530		–1		29		–274						–776
Underlying result before tax		–91		170		928		–379		200		–516		311
Taxation		–114		42		283		–267		56		–164		–165
Minority interests		12		9						8		–9		20
Underlying net result		11		120		645		–112		136		–343		456
Divestments		–19										13		–6
Special items		–279		–24		–65				–4		–60		–432
Net result (continuing operations)		–287		96		580		–112		132		–390		18
Net result (discontinued operations)														550
Net result (classification as discontinued operations)														–394
Net result (disposal of discontinued operations)														752
Net result														927

F-125

Notes to the consolidated financial statements continued

Segments Insurance

2011	Insurance Benelux		Insurance CRE		Insurance US		Insurance US Closed Block VA		ING IM		Corporate Line Insurance		Total Insurance
Investment margin		666		72		892		28		2				1,660
Fees and premium based revenues		584		462		1,064		168		783				3,061
Technical margin		315		169		77		28						589
Income non-modelled life business		36		9										45
Life & ING IM operating income		1,601		712		2,033		224		785				5,354
Administrative expenses		593		308		742		81		594				2,319
DAC amortisation and trail commissions		213		202		625		123		3				1,167
Life & ING IM expenses		807		510		1,367		205		597				3,485
Life & ING IM operating result		794		201		666		20		187				1,869
Non-life operating result		179		5										184
Corporate Line operating result												–394		–394
Operating result		973		206		666		20		187		–394		1,658
Gains/losses and impairments		–47		–404		–171		2		5		6		–609
Revaluations		62		–1		159		1		6		–21		206
Market & other impacts		–250				–36		–1,295						–1,581
Underlying result before tax		739		–198		618		–1,273		198		–410		–325
Taxation		69		20		–22		–221		71		–16		–99
Minority interests		4		10								–10		4
Underlying net result		666		–229		641		–1,052		127		–384		–230
Divestments												–9		–9
Special items		–104		–77		–44				–8		11		–222
Net result (continuing operations)		562		–306		597		–1,052		119		–381		–461
Net result (discontinued operations)														678
Net result (disposal of discontinued operations)														995
Net result														1,212

F-126

Notes to the consolidated financial statements continued

Segments Insurance

2010	Insurance Benelux		Insurance CRE		Insurance US		Insurance US Closed Block VA		ING IM		Corporate Line Insurance		Total Insurance
Investment margin		456		77		827		–11		–1				1,348
Fees and premium based revenues		578		501		1,060		121		741				3,002
Technical margin		243		149		201		9						603
Income non-modelled life business		40		16										56
Life & ING IM operating income		1,318		744		2,089		119		740				5,009
Administrative expenses		568		262		904		77		611				2,421
DAC amortisation and trail commissions		230		197		620		–7		3				1,043
Life & ING IM expenses		798		459		1,524		70		614				3,464
Life & ING IM operating result		521		285		565		49		126				1,545
Non-life operating result		156		7										163
Corporate Line operating result												–631		–631
Operating result		677		292		565		49		126		–631		1,077
Gains/losses and impairments		14		–29		–568		22		3		–11		–568
Revaluations		60				490		3		–3		–106		444
Market & other impacts		24		–10		–177		–2,149						–2,311
Underlying result before tax		775		254		310		–2,075		126		–748		–1,358
Taxation		130		63		–155		–57		52		–156		–122
Minority interests		15		10								–9		16
Underlying net result		630		180		465		–2,018		74		–583		–1,252
Divestments		4		–4		–12						6		–7
Special items		–33		–46		–66				–34		–539		–719
Net result (continuing operations)		601		130		386		–2,018		40		–1,116		–1,977
Net result (discontinued operations)														405
Net result														–1,572

Interest income and interest expenses breakdown by segments Banking

2012	Retail Netherlands		Retail Belgium		Retail Germany		Retail Rest of World		Commercial Banking		Corporate Line Banking		Total Banking
Interest income		7,986		2,684		3,738		6,976		36,922		2,991		61,297
Interest expense		1,952		997		2,676		4,996		34,047		4,661		49,329
		6,034		1,687		1,062		1,980		2,875		–1,670		11,968

Interest income and interest expenses breakdown by segments Insurance

2012	Insurance Benelux		Insurance CRE		Insurance US		Insurance US Closed Block VA		ING IM		Corporate Line Insurance		Total Insurance
Interest income		2,061		341		3,298		133		30		392		6,255
Interest expense		18		–2		29				2		279		326
		2,043		343		3,269		133		28		113		5,929

Interest income and interest expenses

2012	Total Banking		Total Insurance		Eliminations		Total external
Interest income		61,297		6,255		–1,295		66,257
Interest expense		49,329		326		–1,210		48,445
		11,968		5,929		–85		17,812

F-127

Notes to the consolidated financial statements continued

Interest income and interest expenses breakdown by segments Banking

2011	Retail Netherlands		Retail Belgium		Retail Germany		Retail Rest of World		Commercial Banking		Corporate Line Banking		Total Banking
Interest income		8,169		2,959		3,688		8,856		39,997		2,512		66,181
Interest expense		1,708		1,202		2,411		5,619		37,534		4,251		52,724
		6,461		1,757		1,277		3,237		2,463		–1,739		13,457

Interest income and interest expenses breakdown by segments Insurance

2011	Insurance Benelux		Insurance CRE		Insurance US		Insurance US Closed Block VA		ING IM		Corporate Line Insurance		Total Insurance
Interest income		2,216		355		3,224		205		9		99		6,107
Interest expense		32		–2		7				4		108		149
		2,184		357		3,217		205		5		–9		5,959

Interest income and interest expenses

2011	Total Banking		Total Insurance		Eliminations		Total external
Interest income		66,181		6,107		–1,532		70,756
Interest expense		52,724		149		–1,524		51,349
		13,457		5,958		–8		19,407

Interest income and interest expenses breakdown by segments Banking

2010	Retail Netherlands		Retail Belgium		Retail Germany		Retail Rest of World		Commercial Banking		Corporate Line Banking		Total Banking
Interest income		7,916		3,093		2,665		9,391		44,265		2,357		69,687
Interest expense		1,524		1,015		1,471		5,917		42,772		3,572		56,271
		6,392		2,078		1,194		3,474		1,493		–1,215		13,416

Interest income and interest expenses breakdown by segments Insurance

2010	Insurance Benelux		Insurance CRE		Insurance US		Insurance US Closed Block VA		ING IM		Corporate Line Insurance		Total Insurance
Interest income		2,138		359		3,379		28		7		–159		5,752
Interest expense		26		–2		55		5		4		95		183
		2,112		361		3,324		23		3		–254		5,569

Interest income and interest expenses

2010	Total Banking		Total Insurance		Eliminations		Total external
Interest income		69,687		5,752		–1,353		74,086
Interest expense		56,271		183		–1,260		55,194
		13,416		5,569		–93		18,892

IFRS-IASB balance sheets by segment are not reported internally to, and not managed by, the chief operating decision maker. IFRS-IASB balance sheet information is prepared, and disclosed below, for the Banking operations as a whole and for the Insurance operations as a whole and by segment.

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Notes to the consolidated financial statements continued

Total assets and Total liabilities by segment

	2012				2011				2010
	Total assets		Total liabilities		Total assets		Total liabilities		Total assets		Total liabilities
Insurance Benelux		98,748		86,381		96,067		83,756		92,614		83,472
Insurance CRE		13,074		11,725		11,729		10,724		12,671		11,288
Insurance US		121,145		108,777		118,329		106,696		114,218		102,781
Insurance US Closed Block VA		39,476		37,272		41,362		38,771		42,477		40,254
Insurance Latin America (1)										3,162		1,557
Insurance Asia/Pacific (1)		59,673		53,711		62,281		56,713		57,029		52,332
ING IM		1,378		505		1,385		605		2,033		1,184
Corporate Line Insurance		50,864		23,330		55,684		29,667		46,595		24,960
Total Insurance segments		384,357		321,701		386,837		326,932		370,799		317,828
Eliminations Insurance segments		–44,844		–9,676		–51,349		–15,123		–45,046		–12,490
Total Insurance operations		339,513		312,025		335,488		311,809		325,753		305,338
Total Banking operations		858,888		806,265		979,405		933,252		951,006		907,658
Eliminations		–36,273		–9,004		–41,313		–17,710		–34,020		–13,705
Total ING Group		1,162,128		1,109,286		1,273,580		1,227,351		1,242,739		1,199,291

⁽¹⁾  Assets and liabilities from discontinued operations (2012: Asia and 2010: Latin America) are included in the segment in which it was originally included.

Further balance sheet related information for the banking operations is provided by segment in the section ‘Risk Management’.

53 INFORMATION ON GEOGRAPHICAL AREAS

ING Group’s business lines operate in seven main geographical areas: the Netherlands, Belgium, Rest of Europe, North America, Latin America, Asia and Australia. The Netherlands is ING Group’s country of domicile. Geographical distribution of income is based on the origin of revenue. A geographical area is a distinguishable component of the Group engaged in providing products or services within a particular economic environment that is subject to risks and returns that are different from those of segments operating in other economic environments. The geographical analyses are based on the location of the office from which the transactions are originated.

Geographical areas

2012	Netherlands		Belgium		Rest of Europe		North America		Latin America		Asia		Australia		Other		Eliminations		Total
Total income		13,786		4,271		6,626		16,180		64		766		453				–358		41,788
Total assets		637,279		183,165		341,522		226,101		2,051		109,672		43,247		220		–381,129		1,162,128

Geographical areas

2011	Netherlands		Belgium		Rest of Europe		North America		Latin America		Asia		Australia		Other		Eliminations		Total
Total income		17,877		3,795		7,446		17,701		44		897		525				–2,977		45,309
Total assets		653,068		180,491		323,747		351,630		9,685		114,657		43,652		207		–403,557		1,273,580

Geographical areas

2010	Netherlands		Belgium		Rest of Europe		North America		Latin America		Asia		Australia		Other		Eliminations		Total
Total income		16,432		4,352		7,854		17,431		180		784		427				–2,622		44,838
Total assets		638,896		161,781		326,179		338,690		16,720		104,016		44,062		153		–387,757		1,242,739

54 NET CASH FLOW FROM INVESTING ACTIVITIES

Information on the impact of companies acquired or disposed is presented in Note 31 ‘Companies acquired and companies disposed’.

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Notes to the consolidated financial statements continued

55 INTEREST AND DIVIDEND INCLUDED IN NET CASH FLOW

Interest and dividend received and paid

	2012		2011		2010
Interest received		68,570		73,947		77,541
Interest paid		–49,487		–53,113		–59,329
		19,083		20,834		18,212
Dividend received		350		485		500

56 CASH AND CASH EQUIVALENTS

Cash and cash equivalents

	2012		2011		2010
Treasury bills and other eligible bills		518		2,611		4,441
Amounts due from/to banks		4,633		–4,505		3,227
Cash and balances with central banks		17,657		31,194		13,072
Cash and cash equivalents classified as Assets held for sale		1,342		4,980		28
Cash and cash equivalents at end of year		24,150		34,280		20,768

Treasury bills and other eligible bills included in cash and cash equivalents

	2012		2011		2010
Treasury bills and other eligible bills included in trading assets		79		1,471		1,697
Treasury bills and other eligible bills included in available-for-sale investments		439		1,140		2,744
		518		2,611		4,441

Amounts due to/from banks

	2012		2011		2010
Included in cash and cash equivalents:
– amounts due to banks		–12,147		–19,122		–12,898
– amounts due from banks		16,780		14,617		16,125
		4,633		–4,505		3,227
Not included in cash and cash equivalents:
– amounts due to banks		–26,557		–53,111		–59,954
– amounts due from banks		22,273		30,706		35,703
		–4,284		–22,405		–24,251
Total as included in balance sheet:
– amounts due to banks		–38,704		–72,233		–72,852
– amounts due from banks		39,053		45,323		51,828
		349		–26,910		–21,024

Cash and cash equivalents includes amount due to/from banks with a term of less than three months from the date on which they were acquired.

ING Group’s risk management (including liquidity) is explained in the ‘Risk management’ section.

57 SUBSEQUENT EVENTS

On 1 February 2013, the nationalisation of SNS Reaal, a Dutch financial institution, was announced. As a consequence of the arrangements made by the Dutch government, ING Bank and other Dutch banks will be required to pay a one-time levy of EUR 1 billion in 2014. For ING, based on current limited information, this is estimated to result in a charge of EUR 300-350 million. ING will carefully assess further details on form, amount and timing of the levy as they become available.

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Notes to the consolidated financial statements continued

2.1.1 RISK MANAGEMENT

CONTENTS RISK MANAGEMENT

Mission and objectives	F-132
Group risk management function	F-132
Risk developments in 2012	F-132

Mission and objectives	F-139
Risk governance	F-139
Business model and risk profile	F-142
Economic capital	F-145
Ongoing changes in the regulatory environment	F-147
Risk developments in 2012	F-147
Credit risk	F-148
Market risk	F-171
Liquidity risk	F-181
Non-financial risk	F-184
Business risk	F-187

Insurance Risk Management

ING Insurance	F-188
Risk management governance	F-188
ING Insurance Eurasia	F-190
Mission and objectives	F-190
Risk governance	F-190
Risk appetite framework	F-192
Insurance risk	F-195
Business risk	F-196
Market risk	F-197
Real Estate	F-198
Credit risk	F-199
Liquidity risk	F-203
Operational risk	F-203
Compliance risk	F-204
ING Insurance US	F-205
Mission and objectives	F-205
Risk governance	F-205
Risk framework	F-208
Insurance risk	F-209
Business risk	F-210
Market risk	F-210
Credit risk	F-211
Liquidity risk	F-213
Operational risk	F-214
Compliance risk	F-215
Regulatory capital	F-215
Insurance investments	F-217

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Notes to the consolidated financial statements continued

RISK MANAGEMENT ING GROUP

Taking measured risks is the core of ING Group’s business. As a financial services company active in banking, investments, life and non-life insurance and retirement services, ING Group is naturally exposed to a variety of risks.

To ensure measured risk-taking throughout the organisation, ING Group operates through a comprehensive risk management framework and integrated risk management in its daily business activities and strategic planning. This ensures the identification, measurement and control of risks at all levels of the organisation so that ING Group’s financial strength is safeguarded.

Risk management formulates with the various management boards the risk appetite, strategies, policies and limits and provides a review, oversight and support function throughout ING Group on risk-related issues. The main financial risks ING Group is exposed to are credit risk (including transfer risk), market risk (including interest rate, equity, real estate and foreign exchange risks), insurance risk, liquidity & funding risk and business risk. In addition, ING Group is exposed to non-financial risks, e.g. operational and compliance risks. The way ING Group manages these risks on a day-to-day basis is described in this risk management section.

As a result of the decision to manage ING Bank and ING Insurance separately, ING has implemented two distinct risk appetite frameworks for both Bank and Insurance. The common concept however is that risk appetite is expressed as the tolerance to allow key capital and liquidity ratios to deviate from their target levels under adverse scenarios. These frameworks are discussed in more detail in the specific chapters of this risk management section.

Both ING Bank and ING Insurance need to prepare for significant changes in the regulatory requirements. For ING Bank the most important one is the implementation of Basel III (for European banks as ING implemented via Capital Requirements Directive (CRD) IV), while ING Insurance runs an extensive program to allow the implementation of Solvency II (which is the fundamental reform of European insurance solvency and risk governance legislation; announced to be effective as of 1 January 2014 but delays in legislation imply that it will not be effective before 1 January 2016). Additionally, both in Bank and Insurance, ING continued its stress testing efforts, with stress testing becoming more important and more embedded in the risk culture.

MISSION AND OBJECTIVES

The mission of ING Group’s risk management function is to have a sustainable competitive advantage by fully integrating risk management into daily business activities and strategic planning. This mission is fully embedded in ING Group’s business processes. The following principles support this mission:

• Products and portfolios are structured, underwritten, priced, approved and managed appropriately and compliance with internal and external rules and guidelines are monitored;

• ING’s risk profile is transparent, managed to avoid surprises, and is consistent with delegated authorities;

• Delegated authorities are consistent with the overall Group strategy and risk appetite;

• Transparent communication to internal and external stakeholders on risk management.

Risk management benefits ING and its stakeholders directly by providing more efficient capitalisation and lower costs of risk and funding. The cost of capital and funding is reduced by working closely with rating agencies and regulators in satisfying their requirements in aligning capital and liquidity to risks. Risk Management helps business units with lower funding costs, the latest risk management tools and skills, and lower strategic risk, allowing them to focus on their core expertise with the goal of keeping ING’s businesses competitive in their markets.

GROUP RISK MANAGEMENT FUNCTION

The ING Group CRO is supported by the Risk functions of ING Group and by the Group functions Corporate Legal and the Functional Controller Insurance. As a result of the decision to manage ING Bank and ING Insurance separately, ING Group Chief Risk Officer has delegated day-to-day Risk Management within ING Bank, ING Insurance Eurasia and ING Insurance US to the respective (Deputy) CROs. The remaining Risk functions that are specific for the Group function have been delegated to ING Bank.

ING Group uses an integrated risk management approach for both its banking activities and for its insurance activities. With the operational separation of ING Bank and ING Insurance, the focus of ING’s risk management practices is now located in the bank and insurance companies. The remainder of this Risk paragraph discusses these practices for ING Group, ING Bank, ING Insurance Eurasia and ING Insurance US, respectively.

RISK DEVELOPMENTS IN 2012

Monitoring exposures and Eurozone developments

The problems in the Eurozone have been a top priority for risk management throughout 2012, and will continue to be a top priority in 2013. ING closely monitors the exposures in debt securities, lending and credit derivatives in the involved countries, and regularly assesses whether the positions still fit with its risk appetite. This assessment is supported by internal stress tests.

Throughout 2012 ING has continued to de-risk its balance sheet, including reducing its positions in especially covered bonds, ABS securities and Real Estate investments for some of the weaker countries as a result of these risk analyses.

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Notes to the consolidated financial statements continued

Several European countries have been downgraded in 2012. But there have also been some positive developments related to the Eurozone crisis. Financial markets rallied due to amongst others the Long-term Refinancing Operations from the ECB and better than expected economic data. Credit spreads for some of the involved countries tightened significantly. On 21 February 2012 a new common understanding on key terms of a voluntary exchange of privately held Greek government bonds was reached. In March 2012 the Treaty of Stability, Coordination and Governance (‘Fiscal Treaty’) was signed by 25 EU member states. The treaty encourages greater long term fiscal responsibility on the part of the individual member states and bolsters market confidence in the Euro and European sovereign debt. In the summer of 2012 the chairman of the ECB announced that ECB would take any appropriate action that was deemed necessary to ensure the stability of the Euro. These measures helped to calm down the situation at the global financial markets and government bond rates (and consequent CDS spreads) of peripheral countries decreased to more manageable levels.

Nevertheless, despite these positive signs the Eurozone is not yet out of the doldrums, as many of the fundamental problems still remain. There is no guarantee that the weaker countries will succeed in making their economies more competitive, which is a prerequisite for long-term debt sustainability. Risks and concerns about the debt crisis in Europe, as well as the possible exit from the Eurozone of one or more European states and/or the replacement of the Euro by one or more successor currencies, could have a detrimental impact on the global economic recovery, sovereign and non-sovereign debt in these European countries and the financial condition of European financial institutions, including ING.

Greece, Italy, Ireland, Portugal, Spain and Cyprus

In the first half of 2010 concerns arose regarding the creditworthiness of several southern European countries, which later spread to a few other European countries. As a result of these concerns the fair value of sovereign debt decreased and those exposures were being monitored more closely. With regard to the sovereign debt crisis, ING’s main focus is on Greece, Italy, Ireland, Portugal, Spain and Cyprus as these countries have either applied for support from the European Financial Stability Facility (‘EFSF’) or receive support from the ECB via government bond purchases in the secondary market. Within these countries, ING’s main focus is on exposure to Government bonds and Unsecured Financial institutions’ bonds. Further details are included in Note 4 ‘Investments’.

The table below provides information on ING’s risk exposure with regard to Greece, Italy, Ireland, Portugal and Spain. Unless otherwise indicated, the amounts represent risk exposure values and exposures are included based on the country of residence of the direct Obligor to which ING has primary recourse of repayment of the obligations, except most RMBS, which exposures are based on country of risk. Cyprus is not included in the table below as the net credit risk linked to Cyprus is not material for ING Bank and ING Insurance/IM has no credit risk linked to Cyprus.

During 2012, ING further improved the scope and the presentation of the disclosures of exposure on Greece, Italy, Ireland, Portugal and Spain. Furthermore, certain definitions have been improved and/or aligned. Comparative figures as per 31 December 2011 have been amended. The changes mainly relate to the inclusion of Pre-settlement exposures, the presentation of trading and banking book CDS exposure, the definitions and scope of Real Estate and ABS exposure (from ‘country of residence’ to ‘country of risk’) and the classification of corporate bonds. In total these restatements did not have a material impact on ING’s exposure on Greece, Italy, Ireland, Portugal and Spain.

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Notes to the consolidated financial statements continued

Greece, Italy, Ireland, Portugal and Spain – Total risk exposures ⁽¹⁾

	31 December 2012
	Greece		Italy		Ireland		Portugal		Spain		Total
Residential mortgages and other consumer lending		14		7,531		6		4		9,680		17,235
Corporate Lending		287		8,441		705		1,015		5,733		16,181
Financial institutions Lending		0		227		4		76		626		933
Government Lending		0		203		0		0		35		238
Total Lending		301		16,402		715		1,095		16,074		34,587
RMBS		95		997		267		553		2,846		4,758
CMBS		0		0		12		0		0		12
Other ABS		0		180		218		49		171		618
Corporate Bonds		0		509		642		67		319		1,537
Covered Bonds		0		245		370		153		11,780		12,548
Financial Institutions’ bonds (unsecured)		0		527		74		56		84		741
Government Bonds		43		2,474		53		633		1,308		4,511
CDS exposures in banking book (2)		0		0		0		0		–390		–390
Total Debt Securities		138		4,932		1,636		1,511		16,118		24,335
Real Estate (3)		21		380		0		217		610		1,228
Trading excluding CDS exposures		0		450		28		8		454		940
Sold CDS protection		0		1		1		1		7		10
Bought CDS protection		–2		–22		–11		–1		–51		–87
Trading including CDS protection		–2		429		18		8		410		863
Undrawn committed facilities		166		1,287		258		181		2,780		4,672
Pre-settlement exposures (4)		80		516		343		41		953		1,933
Total risk exposure		704		23,946		2,970		3,053		36,945		67,618

Footnote: Total risk exposure to companies registered in Cyprus was approximately EUR 0.9 billion as per 31 December 2012, which consisted mostly of corporate lending (EUR 0.7 billion) and Financial Markets trades (EUR 0.1 billion). Majority of the corporate lending risk exposures were either deals with country of risk outside of Cyprus, Letter of credits or Trade Commodity Finance with maturity less than 3 months. Therefore, net credit risk linked to Cyprus is not material for ING Bank. ING Insurance/IM has no credit risk linked to Cyprus.

⁽¹⁾  The exposures reported are credit, market and real estate exposures based on source systems and measurement criteria that can differ from those of similar exposures reported in Note 4 ‘Investments’ of the annual accounts.

⁽²⁾  At the end of 2012 ING Bank holds CDS protection (notional value) on the Spanish government, Financial Institutions and covered bonds.

⁽³⁾  Real Estate includes Real Estate Development, Real Estate Investments and Property in Own Use; it does not include (indirect) exposure through Real Estate Finance, which is reflected in Total Lending and Total Debt Securities.

⁽⁴⁾  Pre-settlement exposure is exposure to dealing room products such as options, swaps, and securities financing transactions. This exposure is based on the replacement value (Marked-To-Market) of each product plus potential future volatility.

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Notes to the consolidated financial statements continued

Greece, Italy, Ireland, Portugal and Spain – Total risk exposures ⁽¹⁾

	31 December 2011
	Greece		Italy		Ireland		Portugal		Spain		Total
Residential mortgages and other consumer lending		14		7,027		4		3		9,176		16,224
Corporate Lending		307		9,061		502		996		7,092		17,958
Financial institutions Lending		6		853		57		139		2,038		3,093
Government Lending				195						55		250
Total Lending		327		17,136		563		1,138		18,361		37,525
RMBS		127		1,315		1,094		752		4,131		7,419
CMBS						310						310
Other ABS				400		371		101		170		1,042
Corporate Bonds				641		654		68		483		1,846
Covered Bonds (2)				236		350		172		16,835		17,593
Financial Institutions’ bonds (unsecured)				769		249		164		366		1,548
Government Bonds		254		2,557		54		809		1,508		5,182
Total Debt Securities		381		5,918		3,082		2,066		23,493		34,940
Real Estate (2)		36		429				245		632		1,342
Trading excluding CDS exposures				569		33		7		261		870
Sold CDS protection				9		1				64		74
Bought CDS protection		–3		–29						–13		–45
Trading including CDS protection		–3		549		34		7		312		899
Undrawn committed facilities		411		1,229		523		140		2,302		4,605
Pre-settlement exposures (3)		70		670		425		14		909		2,088
Total risk exposure		1,222		25,931		4,627		3,610		46,009		81,399

Footnote: Total risk exposures to companies registered in Cyprus were approximately EUR 1 billion as per 31 December 2011, which consisted mostly of corporate lending (EUR 0.6 billion) and Financial Markets trades (EUR 0.3 billion). Majority of the corporate lending risk exposures were either deals with country of risk outside of Cyprus, Letter of credits or Trade Commodity Finance with maturity less than 3 months. Therefore, net credit risk linked to Cyprus is not material for ING Bank.

⁽¹⁾  The exposures reported are credit, market and real estate exposures based on source systems and measurement criteria that can differ from those of similar exposures reported in Note 4 ‘Investments’ of the annual accounts.

⁽²⁾  Real Estate includes Real Estate Development, Real Estate Investments and Property in Own Use; it does not include (indirect) exposure through Real Estate Finance, which is reflected in Total Lending and Total Debt Securities.

⁽³⁾  Pre-settlement exposure is exposure to dealing room products such as options, swaps, and securities financing transactions. This exposure is based on the replacement value (Marked-To-Market) of each product plus potential future volatility.

Total exposure to the GIIPS countries was reduced by EUR 13,781 million in 2012. ING Group completed the planned de-risking of its investment portfolio in the fourth quarter of 2012 as part of its balance sheet optimisation programme. ING reduced its exposure in debt securities, with covered bonds going down by EUR 5,045 million and RMBS position diminishing by EUR 2,661 million, and its lending portfolio with a decrease of EUR 2,938 million, driven by Financial Institutions lending by EUR 2,159 million and corporate lending by EUR 1,777 million, and partially offset by an increase in residential mortgages and other consumer lending by EUR 1,011 million.

Greece

On 21 July 2011 a Private Sector Involvement to support Greece was announced. This initiative involved a voluntary exchange of existing Greek government bonds together with a Buyback Facility. On 12 March 2012, the agreement under the Private Sector Initiative (‘PSI’) to exchange Greek Government bonds into new instruments was executed. Under this exchange, ING received new listed Greek Government bonds, listed European Financial Stability Facility (‘EFSF’) notes and listed short-term EFSF notes. Furthermore, ING received listed GDP-linked securities issued by Greece. In July 2012 ING Bank sold all its Greek government bonds to ING Insurance.

Total exposure to Greece declined by EUR 518 million in 2012 mainly due to a reduction of debt securities with EUR 243 million and undrawn committed facilities with EUR 245 million. The decrease in debt securities was mainly in the government bonds (EUR 211 million).

ING Bank does not have a bank operation in Greece but does serve a limited number of mostly international companies which have their domicile in Greece. Many of these companies are dependent on cash flows that are based outside Greece. ING Insurance Eurasia has direct Greek exposure given the Greek based insurance entity.

Italy

Total exposure to Italy decreased by EUR 1,985 million in 2012 mainly in the lending book by EUR 734 million to EUR 16,402 million and in debt securities by EUR 986 million to EUR 4,932 million.

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Notes to the consolidated financial statements continued

The decrease in lending exposure was driven by a EUR 1,247 million reduction in financial institutions and corporate lending partially offset by an increase in residential mortgages and other consumer lending of EUR 504 million. The debt securities went down mainly in ABS portfolio by EUR 538 million and financial institutions bonds by EUR 241 million.

Ireland

Total exposure to Ireland declined by EUR 1,657 million in 2012 mainly due to a reduction of debt securities with EUR 1,446 million. The decrease in debt securities was mainly in the ABS portfolio (EUR 1,278 million decrease) and financial institutions bonds (EUR 175 million reduction).

In addition to the above exposures on Ireland, ING Insurance has Irish reinsurance exposure of EUR 1,578 million. This mainly includes reinsurance through an Irish subsidiary of a large European Reinsurance group.

Portugal

Total exposure to Portugal declined by EUR 557 million in 2012 mainly in debt securities by EUR 555 million. The decrease was mainly in the ABS portfolio (EUR 252 million), government bonds (EUR 176 million) and financial institutions bonds (EUR 108 million).

Spain

ING’s total exposure to Spain was reduced by EUR 9,065 million in 2012 to EUR 36,944 million. The lending book declined by EUR 2,287 million to EUR 16,074 million. This decrease was driven by a EUR 1,412 million reduction in financial Institutions lending and EUR 1,359 million in corporate lending, and partly offset by a EUR 504 million increase in residential mortgages and other consumer lending. The debt securities portfolio decreased by EUR 7,375 million mainly due to a decrease in RMBS by EUR 1,285 million and covered bonds by EUR 5,055 million.

Derivatives

In these countries, ING Bank has limited derivative exposure and largely enters derivative transactions to help clients reduce exposure to interest and currency movements. Many of these transactions are covered either via CSA agreements or as part of the collateral of the underlying financing. The key credit risk ING Bank faces in these derivative transactions is movements in markets creating an uncollateralised exposure to a counterparty or that the collateral is not sufficient. ING monitors these mark to market movements on a daily basis.

Impact of low interest rate environment

Interest rates in the Eurozone but also in the other main home countries decreased from already low levels to unprecedented low levels. Central bank rates are still at very low levels, thereby negatively impacting the short term money market rates, and also long term rates decreased to very low levels last year. The on-going Eurozone crisis in combination with doubts on the growth potential of the world economy were the main reasons for this development.

Impact for ING Bank

The typical interest rate position for ING Bank implies that the duration of the assets is somewhat higher than the duration of the liabilities. Given this mismatch, decreasing interest rates are initially favourable for ING Bank’s income: liabilities re-price quicker than assets, and therefore the average coupon of liabilities adapts quicker to lower interest rates. This should support ING Bank’s interest rate margin and subsequently our interest income.

However, the current situation of low interest rates levels is there since the eruption of the financial crisis. Therefore interest rates are on a low level for more than 4 years now. A sustained low interest rate environment can put ING Bank’s interest income under pressure. New client assets are produced at lower rates, which impacts the average yield in the credit portfolio, but also implies lower prepayment rates and thus lengthening of the portfolio duration. This results in lower yielding assets that reprice more slowly. On the other side of the balance sheet savings coupons do not reflect the low interest rate environment fully. Due to high liquidity spreads as a consequence of the crisis and strong competition in the savings market savings coupons only marginally track lower interest rates. On balance these factors may put ING Bank’s interest rate margin under pressure. This situation will endure until structural economic recovery, which will lead to an environment with interest rate increases. As there is much uncertainty when this period of recovery will emerge, ING Bank closely monitors markets in order to be positioned adequately in anticipation of either a prolonged period of a low interest rates or a potential increase of short term and long term interest rates.

Impact ING Insurance Eurasia and US

Since we are mainly a life insurance company with long-term commitments to our clients, a low(er) interest rate will result in a high(er) market value of the liabilities (MVL). The risk of low interest rates combined with other risks, such as longevity, will further increase the MVL and reduce available capital.

F-136

Notes to the consolidated financial statements continued

The ING Insurance entities have an ALM process where investments are bought such that they match with the duration profile of our liabilities. The remaining interest exposure is closed through a derivative portfolio. Long term guarantees and options are more difficult to hedge and expose ING to further risks. Further, in several countries the interest rate guarantees provided have a maturity significantly longer than asset maturities in the currency of these countries. In these cases ING runs non-hedgeable interest rate risks. These risks are well-known within ING’s risk appetite as these risks are part of doing life insurance business in these countries, and within market risk limits defined and monitored on a quarterly basis.

The exact impact of the low interest differs per entity and per products offered. However, in general lower interest rates lead to higher provisions and thus lower available capital. In addition, capital requirements will also go up; the matching quality of the assets that back the liabilities will determine the magnitude. In conclusion, lower interest rates will result in higher capital needs.

Impact ING Group

The impact of the low interest rate environment for Bank and Insurance goes further than earnings and reserves, that are described in the sections above. Low interest rates result in addition to provisions for guarantees that are included in life insurance and variable annuity contracts, as the guarantees become more valuable to policy holders. Thereby the solvency position of the Insurance businesses is negatively impacted, which can also impact the proceeds of the Insurance divestment. The proceeds of the Insurance divestments are to be used to pay back the double-leverage. In case the Insurance proceeds are not sufficient to do so, ING Bank will need to upstream extra dividend to ING Group. EUR 1.0 billion of the November 2012 dividend payment by ING Bank to the Group has been used for this purpose. Note however, that when future Bank earnings and future capital position are negatively impacted such capital up-streams are difficult to establish. And this can be further hampered by the on-going increasing capital requirements for banks in general.

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RISK MANAGEMENT ING BANK

Taking risks is an essential part of banking business. To ensure controlled and measured risk-taking throughout the organisation, ING Bank operates through a comprehensive risk management framework. This ensures that these risks are identified, well understood, accurately measured, controlled and pro-actively managed at all levels of the organisation so that ING Bank’s financial strength is safeguarded.

ING Bank uses risk assessment and measurement models to guide decision making. To guard the quality of these risk models there is a governance process for approval of risk models, methods and parameters. This ensures compliance with business and regulatory requirements, via a clear assignment of responsibility and accountability. Nevertheless, users of the disclosed information in the risk management section should bear in mind that the analyses provided are based on forward looking models that rely on assumptions and estimates of future events, some of which are considered extreme and therefore unlikely to occur. In the normal course of business ING Bank continues to develop, recalibrate and refine the various models that support risk metrics, which may result in changes to the risk analyses as disclosed.

Although ING Bank strives towards a reporting basis that is consistent over time, the risk management section is subject to enhancements and improvements. These are needed to reflect the continuous developments that take place in ING Bank’s risk function and on-going (macro-) economic developments that require additional disclosures. Also the continuing changes in the environment in which ING Bank operates like new regulations but also voluntary initiatives from the banks themselves need to be reflected. In October 2012, the Financial Stability Board (FSB) published the results of the ‘Enhanced Disclosure Task Force’ (EDTF). This taskforce consisted of a collaboration between users and preparers of financial reports, and the recommendations are therefore not only based on expertise from but also supported by global financial institutions (ING Bank included), investors, rating agencies and external auditors. The taskforce identified some fundamental principles for enhancing the bank’s risk disclosures and thereby contributing towards the further development of financial disclosures that communicate banks’ business models and the key risks arising from them.

As ING Bank’s risk disclosure has been striving to generate the same high-quality and transparent description of its risk, it embraces the EDTF principles and recommendations and used it to further fine-tune its practice on risk disclosures. ING Bank is of the opinion that disclosures should be clear, balanced and understandable by external observers, and that risk information is disclosed on a timely basis. The latter not only applies for the Annual Accounts and the risk management paragraph but also for the concurrent publication of the Pillar 3 section.

The risk management rection describes the ING Bank business model, and the key risks that arise from it. It also explains how the risk management function is embedded within the organisation based on the ‘three lines of defence’. This includes front office as ‘first line of defence’, risk management as independent observer in the ‘second line of defence’ and the internal audit function in the ‘third line’. The key risks resulting from the bank’s business model are managed by dedicated and specific risk management departments that each covers their own area of expertise. Each of these departments explains the respective governance framework, relevant risks and how they are expressed on a qualitative and quantitative basis within this report. Although ING Bank strives towards a reporting basis that is consistent over time, changes arise due to new regulations and on-going (macro-) economic developments that require additional disclosures.

Although it is ING Bank’s ambition to disclose all risk related items into one comprehensive section, this is in practice not always possible. For instance, the capital-linked recommendations that have been listed by EDTF are included in the Capital Management section. Further, assets and liabilities per contractual maturity via predefined time-bands are displayed in specific notes of the Consolidated Annual Accounts. The additional Pillar 3 information that stems from the Basel II accords provides detailed tables on ING Bank’s credit portfolio. An overview of all the EDTF recommendations and how they are being followed-up can also be found in the introduction of this same Pillar 3 section. It is ING Bank’s ambition to incorporate most of the information into the risk management section such that all disclosed risk information is present in one section of the Annual Report. This contributes to the EDTF recommendations that strive towards transparent and comparative risk disclosures by global banks.

With respect to comparability of risk disclosures, it is important to note that since the start of the financial crisis there has been much debate on the risk-weighted capitalisation of banks, and in specific whether internal models are appropriate for such purposes. ING Bank is of the opinion that internal models are very valuable since they better represent the bank’s business model, its customers and its credit quality than a standardised approach. However, we also acknowledge that interpretations between banks and also between regulators may differ. This stresses the importance of having a level playing field via a uniform banking supervision within the EU, but also includes improving and aligning risk disclosures as proposed by the EDTF as much as possible. To reflect this importance, ING Bank aligned its Risk Weighted Assets (RWA) disclosure as much as possible with the EDTF set-up to present RWAs on a detailed and granular level, and to make our risk profile more comparable with peers.

Many elements of the EDTF recommendations were already reflected in last year’s risk disclosure, although not all in the form that can be directly linked to the EDTF set-up. Given the limited time between publication of the EDTF recommendations and publishing date of this report, ING Bank has decided to incorporate the most feasible elements of the EDTF recommendations into this year’s risk disclosure. The remaining others will be disclosed in future reports.

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Subject	Improvement	Page
Business model and risk culture	Explicit inclusion of a description and how these link to the already disclosed key risks and key model disclosures	F-142
Risk appetite framework	More extensive description	F-142
RWA disclosure	More aligned with the EDTF set-up, and also better linked to ING Bank’s capital position and balance sheet composition.	F-153
Credit portfolio per type (per exposure class, per product type and per geography) and Basel II model approach	Better alignment to the EDTF recommendations of our disclosures, More aligned Information on the bank’s credit quality via non-performing loan disclosures, provisions and past due loans	F-161
Forbearance	Inclusion of a quantitative and qualitative disclosure in line with EDTF, also in the light of the recent European Securities and Markets Authority (ESMA) proposals	F-167

The results of all these improvements can be found within the below described sections that describe qualitative and quantitative elements of ING Bank’s risk practice. The set-up of the risk disclosure is as follows:

• Mission and objective of ING Bank’s risk management. This is followed by a description of our risk governance where ING Bank’s risk culture is described – including how risk is embedded throughout the organisation based on the three lines of defence model.

• ING Bank’s business model and the resulting key financial and non-financial risks. This section includes the functioning of our Risk Appetite Framework at bank level and how it’s translated throughout the organisation.

• Quantitative risk disclosure on Bank level, where the most common metrics over all different risk types are displayed: RWA via regulatory capital and economic capital, followed by an overview of the key risk developments in 2012.

• Detailed disclosure of the most significant financial and non-financial risk types, where per risk type the organisation, governance, risk metrics and risk profile is elaborated.

• Additional information on ING Bank’s credit portfolio, in terms of composition, credit quality and modelling approaches, can be found in the Pillar 3 section.

MISSION

The mission of ING Bank’s risk management function is to have a sustainable competitive advantage by fully integrating risk management into daily business activities and strategic planning. This mission is fully embedded in ING Bank’s business processes. The following principles support this mission:

• Products and portfolios are structured, underwritten, priced, approved and managed appropriately and compliance with internal and external rules and guidelines is monitored;

• ING Bank’s risk profile is transparent, managed to avoid surprises, and is consistent with delegated authorities;

• Delegated authorities are consistent with the overall Bank strategy and risk appetite;

• Transparent communication to internal and external stakeholders on risk management and value creation.

Risk management benefits ING Bank and its stakeholders directly by providing more efficient capitalisation and lower costs of risk and funding. The cost of capital is reduced by working closely with rating agencies and regulators to align capital requirements to risks. Risk Management helps business units to lower funding costs, make use of the latest risk management tools and skills, and lower strategic risk. This enables them to focus on their customers with excellent service, fair and transparent products and pricing. Thus maintaining a loyal customer base and a leadership position in our key markets and product franchises.

RISK GOVERNANCE

ING Bank’s risk management framework is based on a ‘three lines of defence’ governance model, whereby ownership for risk is taken at three levels in the organisation. This governance framework ensures that risk is managed in line with the risk appetite as defined by the Management Board Bank (and ratified by the Supervisory Board) and is cascaded throughout ING Bank.

The commercial departments form the first line of defence. They originate loans, deposits, insurance and wealth management products and other products, they know our customers well and are best placed to act in both the customers’ and ING’s best interest.

The second line of defence consists of the risk management organisation, headed by the chief risk officer (CRO), and the corporate legal function. The membership of the CRO on the MBB ensures that risk management issues are heard and discussed at the highest level, thus establishing the appropriate tone at the top. The CRO steers a functional, independent risk organisation both at bank and regional/local level, which supports the commercial departments in their decision-making, but which also has sufficient countervailing power to prevent risk concentrations and other forms of excessive risks.

The internal audit function provides an on-going independent (i.e. outside of the risk organisation) and objective assessment of the effectiveness of internal controls of the first two lines, including financial and non-financial risk management and forms the third line of defence.

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Board level risk oversight

ING Bank has a two-tier board structure consisting of the Management Board Bank and the Supervisory Board; both tiers play an important role in managing and monitoring the risk management framework.

• The Supervisory Board is responsible for supervising the policy of the Management Board Bank, the general course of affairs of the Company and its business (including its financial policies and corporate structure). For risk management purposes the Supervisory Board is assisted by two sub-committees:

• The Audit Committee, which assists the Supervisory Board in reviewing and assessing ING Bank’s major risk exposures and the operation of internal risk management and control systems, as well as policies and procedures regarding compliance with applicable laws and regulations; and

• The Risk Committee, which assists the Supervisory Board on matters related to risk governance, risk policies and risk appetite setting.

• The Management Board Bank (MBB) is responsible for managing risks associated with the activities of ING Bank. The MBB’s responsibilities include ensuring that internal risk management and control systems are effective and that ING Bank complies with relevant legislation and regulations. On a regular basis, the MBB reports on these issues and discusses the internal risk management and control systems with the Supervisory Board. On a quarterly basis, the MBB reports on the Bank’s risk profile versus its risk appetite to the Risk Committee, explaining changes in the risk profile.

The Chief Risk Officer (CRO) ensures that the boards are well informed and understand ING Bank’s risk position at all times. Every quarter, the CRO reports to the board committees on ING Bank’s risk appetite levels and on ING Bank’s risk profile. In addition the CRO briefs the board committees on developments in internal and external risk related issues and ensures the board committees understand specific risk concepts.

As part of the integration of risk management into the annual strategic planning process, the MBB issues a Planning Letter which provides the corporate strategic direction, and addresses key risk issues. Based on the Planning Letter, the business lines and business units develop their business plans which align with the Bank’s strategic direction. The process includes a qualitative and quantitative assessment of the risks involved. As part of the process strategic limits and risk appetite levels are explicitly discussed. Based on the business plans, the Management Board Bank formulates the Strategic Plan which is submitted to the Supervisory Board for approval.

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Executive Level

The ING Bank Finance and Risk Committee (F&RC) is a platform for the CRO and the Chief Financial Officer (CFO), along with their respective direct reports, to discuss and decide on issues that relate to both the finance and risk domains. The primary responsibility of the F&RC is to co-ordinate, on a high level, the finance and risk decisions that have an impact on internal and/or external reporting.

The risk committees described below act within the overall risk policy and delegated authorities granted by the Management Board Bank:

• ING Bank Credit Committee – Policy (GCC(P)): Discusses and approves policies, methodologies and procedures related to credit, country and reputation risks within ING Bank. The GCC(P) meets on a monthly basis;

• ING Bank Credit Committee – Transaction Approval (GCC(TA)): Discusses and approves transactions which entail taking credit risk (including issuer investment risk). The GCC(TA) meets twice a week;

• Asset and Liability Committee ING Bank (ALCO Bank): Discusses and approves on a monthly basis the overall risk profile of all ING Bank’s market risks that occur in its Commercial Banking and Retail Banking activities. ALCO Bank defines the policy regarding funding, liquidity, interest rate mismatch and solvency for ING Bank; and

• Non-Financial Risk Committee Bank (NFRC Bank): Accountable for the design and maintenance of the Risk Management Framework including the ORM, Compliance and Legal policies, minimum standards, procedures and guidelines; the NFRC structure; development of tools, methods and key parameters (incl. major changes) for risk identification, measurement and monitoring/reporting.

Risk Management Function

The risk management function is embedded in all levels of ING Bank organisation. The Chief Risk Officer, who is a MBB member, bears primary overall responsibility for the risk management function. The CRO is responsible for the management and control of risk on a consolidated level to ensure that ING Bank’s risk profile is consistent with its financial resources and the risk appetite. The CRO is also responsible for establishing and maintaining a robust organisational basis for the management of risk throughout the organisation.

The organisation chart below illustrates the functional reporting lines within ING Bank risk organisation.

The heads of these departments (Risk General Managers) report to the CRO and bear direct responsibility for risk (mitigating) decisions at the Bank level. The Risk General Managers and the CRO are responsible for the harmonisation and standardisation of risk management practices.

In addition two staff departments report to the CRO:

• Risk Integration and Analytics (RI&A), which is responsible for inter-risk aggregation processes and for providing bank-wide risk information to the CRO and Management Board Bank; and

• Model Validation (MV), which carries out periodic validations of all material risk models used by ING Bank. To ensure independence from the business and other risk departments, the department head reports directly to the CRO.

Risk policies

ING Bank has a framework of risk management policies, procedures and standards in place to create consistency throughout the organisation, and to define minimum requirements that are binding to all business units. The governance framework of the business units aligns with the Bank’s level framework and meets local (regulatory) requirements. Senior management is responsible to ensure policies, procedures and standards are implemented and adhered to. Policies, procedures and standards are regularly reviewed and updated via the relevant risk committees to reflect changes in markets, products and emerging best practices.

Risk model governance and model validation

All risk models are built according to the internal risk modelling methodology standards and model life cycle, in line with regulatory requirements. After thorough review of the documentation by model development departments and Model Validation (MV), specific model risk committees for each risk type approve the models. After approval by the dedicated risk committee, a risk model is implemented and entitled for usage. In addition, MV validates each model on a regular basis. The validation results and its capital impact are reported on a quarterly basis to senior management and to DNB. Independent Model Validation is one of the cornerstones of ING Bank’s risk model

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governance. It consists of the process of determining that a model is appropriate for its intended use. It is an on-going process whereby the reliability of the model is verified at different stages during its lifecycle: at conception, before approval, periodically after implementation, and when significant changes are made to the model. The validation process contains a mix of developmental evidence, process verification and outcome analysis. To ensure the independence of Model Validation, this department reports directly to the CRO.

The Model Validation department undertakes backtesting of all existing risk models. In addition to evaluating the underlying model parameters, ensuring continued applicability of the models for the relevant portfolios, and discussing the model performance with front office and risk users of the models, Model Validation also tests the observed performance of a model (and its components) with the predicted level. A model where the observed results deviate from the predicted results is a candidate for either re-calibration or re-development.

BUSINESS MODEL AND RISK PROFILE

Business Model

ING Bank is a large European Retail Bank with a strong world-class Commercial Banking franchise operating an extensive network with presence in over 40 countries. Next to the operations in its historic markets of the Benelux, ING has developed a strong (internet) banking franchise in a number of European countries and in Asia and Australia.

This business model is translated into the following specific ambitions:

• ING Bank’s long term ambition is to become a strong predominantly European focussed bank with a low risk balance sheet offering a competitive return on equity of 10% to 13% through low costs and low risks.

• Retail Banking will pursue the One Bank strategy: ING Bank will converge to one retail model: ‘easy, fair, and at low costs’.

• Commercial Banking will build further on its present strengths: leadership position in core markets (Benelux, Germany and Central and Eastern Europe) and in its core products (Structured Finance and Benelux Corporate market).

Key Risks

ING Bank recognises the following key risks (financial as well as non-financial risks) that are associated with its business activities.

Financial risks:

• Credit risk: the risk of potential loss due to default by ING Bank’s debtors (including bond issuers) or trading counterparties;

• Market risk: the risk of potential loss due to adverse movements in market variables. Market risks include interest rate, equity, real estate, implied volatility, credit spread, and foreign exchange risks;

• Liquidity risk: the risk that ING Bank or one of its subsidiaries cannot meet its financial liabilities when they come due, at reasonable cost and in a timely manner. Liquidity risk can materialise both through trading and non-trading positions; and

• Business risk: the exposure to value loss due to fluctuations in volumes, margins and costs, as well as customer behaviour risk. These fluctuations can occur because of internal, industry, or wider market factors. It is the risk inherent to strategy decisions and internal efficiency, and as such strategic risk is included in business risk.

Non-financial risks

• Operational risk: the risk of direct or indirect loss resulting from inadequate or failed internal processes, people and systems or from external events. It includes reputational risk, as well as legal risk; and

• Compliance risk: the risk of impairment of ING Bank’s integrity as a result of failure (or perceived failure) to comply with relevant laws, regulations, ING Bank policies and standards as in ING Bank Business Principles.

Risk Appetite Framework

ING Bank uses an integrated risk management approach for its banking activities. The Management Board Bank (MBB) uses the bank risk appetite framework both to set boundaries for the budget process (MTP) monitor and manage the actual risk profile in relation to the risk appetite.

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Process

The ING Bank risk appetite framework consists of specific risk appetite statements which are approved in the MBB on an annual basis or more frequently if this is felt necessary, and reviewed quarterly in the MBB and the Supervisory Board (SB). The bank risk appetite process is focused on setting the appetite at the consolidated Bank level and across the different risk categories. It is therefore essentially a top down process, which bases itself on the ambition of the Bank in terms of its risk profile and a function of the actual risk profile, the regulatory environment and the economic context. The process is set up according to the following steps:

Step 1. Define ING Bank’s risk ambition

ING Bank defines a Bank Risk Appetite Framework in line with its business model and risk ambition, which is currently formulated as following:

ING Bank Risk Appetite: ING Bank has the ambition to be and remain a strong bank, resilient to possible adverse events on a standalone basis and able to address such developments based on its own strengths and resources.

In order to achieve this risk ambition, ING Bank believes it should have the following targets:

• Rating: have a rating ambition which is in line with the strongest among its peer group;

• State Support: be able to restore capital and liquidity position following a stress situation on its own strength;

• Regulatory based: be in a position to meet current and forthcoming regulatory constraints and targets;

• Peer comparison based: have a risk profile that compares favourably to its main banking peers.

Step 2. Setting ING Bank Risk Appetite Statements

Based on ING Bank’s risk ambition, specific targets are set for both financial and non-financial risks:

Financial risks

For financial risks, ING Bank expresses its risk appetite as the tolerance to allow key ratios to deviate from their target levels. Therefore the high level risk ambition is translated into quantitative targets on ING Bank level for solvency risk, liquidity & funding risk and for concentration & event risk.

The solvency risk appetite is closely aligned to Capital Management activities and policies. ING Bank has expressed tolerances for its risk weighted solvency position (core tier 1 ratio), for non-risk weighted solvency (leverage ratio) and for more value based solvency (economic capital). The solvency risk appetite statements are not only compared to the actual reported level, but also include the potential impact of a standardised and pre-determined 1 in 10 years stress event (i.e. at the 90% confidence level and a 1 year horizon). Based on this mild stress scenario the impact on ING Bank’s earnings, revaluation reserve and RWA is calculated (which are labelled as earnings-at-risk, revaluation reserve-at-risk and RWA-at-risk). These stressed figures are used as input for a two year simulation which depicts the developments of ING Bank’s solvency level versus its risk appetite.

Liquidity and funding risk have two dimensions: where liquidity focuses on having a sufficient buffer to cope with the short term situation, managing the funding profile ensures long term compliance to both internal and external targets. Managing liquidity and funding risk focuses on both ‘business as usual’ (based on the run-off profile to show the stickiness of deposits combined with the run-off of assets without new production) and a stressed situation. There we define liquidity risk as the time to survive a specific scenario, while for funding risk we focus on the maximum funding gap allowed.

The concentration and event risk appetite set at ING Bank level are directly translated into corresponding limits in the underlying credit, market and liquidity & funding risk appetite statements.

Non-financial risks

To ensure robust non-financial risk management, ING Bank monitors the implementation of ING Bank’s Risk Policies and Minimum Standards. Business units have to demonstrate that the appropriate steps have been taken to control their operational, compliance and legal risks. ING Bank applies Key Control testing scorecards to measure the quality of the internal controls within a business unit, which are based on the ability to demonstrate that the required risk management processes are in place and effective within the business units.

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Key Control testing forms one of the inputs of the Non-Financial Risk Dashboard (NFRD) which is a report that is a fixed item on the agenda for the meetings of the MBB and the Risk Committee. NFRD provides management at all organisational levels with information on their key operational, compliance and legal risks. NFRD is based on their risk tolerance within their business and a clear description of the risks and responses enabling management to prioritise and to manage operational, compliance and legal risks.

Step 3. Cascade into statements per risk type and per business

The Bank Risk Appetite is translated per risk type, which is further cascaded down through the organisation to the lowest level needed. The risk appetite statements are then translated into dedicated underlying risk limits which are used for day-to-day monitoring and management of ING Bank’s risks.

For financial risks a sequence of different risk appetite frameworks are implemented to address the most significant risks. This implies that a whole framework of credit risk limits is in place that monitors the overall quality of the ING Bank credit portfolio, but also of all the underlying portfolios. In addition, specific concentration risk appetites are defined on product level, geographic level and (single name) counterparty level which are cascaded down into the organisation. For market risk, the risk appetite for the trading book activities within Financial Markets is accompanied by a risk appetite framework for market risks in the banking books. For both types of market risk, limits at Bank level are translated down into the organisation. The liquidity & funding risk appetite statements that are defined on ING Bank level are translated down into the organisation, taking the liquidity & funding specific situation of each (solo) unit into account.

The non-financial risk appetite framework that is described under the previous step is cascaded down within the organisation without any need to make specific adjustments for each of the reporting solo entity.

Step 4. Monitoring and management of underlying risk limits

In order to verify that it remains within the risk appetite framework as it is executing its budget, ING reports monthly through regular reporting towards senior management committees as ALCO Bank. The Risk Management Report reflecting the exposure of ING Bank against the Risk Appetite targets is submitted to the MBB and to the (Risk Committee of the) Supervisory Board.

Stress testing

Stress testing is a key tool of risk management that involves consideration of the impact of adverse movements in one or more risk factors. Its importance and awareness has been substantially increased as a result of the recent financial crisis. For ING Bank, stress testing evaluates the bank’s financial stability under severe but plausible stress scenarios and assists in decision-making that assures that the bank remains a financially-healthy on-going concern after a severe event occurs. Stress testing is used to understand what happens to ING Bank’s ability to meet its external and internal capital as well as liquidity requirements, if external conditions change for the worse over a period of time and is expressed in increased RWA, risk costs and losses. The scope of stress testing can include the whole balance sheet of ING Bank, but it can also be used to analyse the potential impact on certain asset classes or certain activities. Stress testing helps ensure the risks we take remain within our Risk Appetite, and is a key component of our capital management and internal capital adequacy assessment processes (ICAAP). Stress testing outcomes are regularly reviewed by senior management, including the Finance & Risk Committee.

ING Bank regularly performs ad-hoc stress testing which has become a very important risk management tool during the past couple of years. Although stress testing is not formally part of the Bank Risk Appetite Statements, it is an integral part of ING Bank’s risk management practice. Bank-wide stress tests are conducted under the governance of the Stress Test Steering Committee (STSC). All stakeholders are represented in the STSC, such as representatives of the different Corporate Risk departments, Capital Management, Finance and the Economic Bureau. The STSC ensures a solid stress test process and submits the stress test results to the Finance & Risk Committee for formal approval.

Internal stress testing

Our internal stress testing program utilises stress scenarios featuring a range of severities based on exceptional, but plausible adverse market and economic events. These stress scenarios are evaluated across the organisation, and results are integrated to develop an enterprise-wide view of the impacts on our financial results and capital requirements. This program uses situation specific macroeconomic projections that are then transformed into stress impacts on various types of risk across the organisation. Our evaluations indicate whether the resulting capital and financial impacts of these stress scenarios are within our ability to manage.

Sector-wide stress testing

In addition to the enterprise-wide program, ING takes part in a broad range of stress testing activities that are specific to a particular line of business, portfolio or risk type including market risk, liquidity risk, structural interest rate risk, retail and wholesale credit risk. Test results are used in a variety of decision-making processes including adjustments to certain risk limits, specific portfolios, and business implementation strategies.

In October 2012, the European Banking Authority published the results of a capital requirements exercise. These confirmed that the Bank remains well capitalised with a strong core Tier 1 capital ratio.

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ECONOMIC CAPITAL

Model Disclosure

This model disclosure section explains the methodologies and models used to determine Economic Capital (EC) the disclosed metrics. The risk models for the EC calculations are reviewed on a periodic basis and validated by the internal Model Validation department. The Economic Capital calculation is also used as part of the Basel II Pillar 2 Internal Capital Adequacy Assessment Process (ICAAP) and the Supervisory Review and Evaluation Process (SREP) that is performed regularly by the Dutch Central Bank.

Economic Capital is defined as the amount of capital that a transaction or business unit requires in order to support the economic risks it takes. In general EC is measured as the unexpected loss above the expected loss at a given confidence level. This Economic Capital definition is in line with the net market value (or surplus) definition. The process of EC modelling enables ING Bank to allocate Economic Capital to the business units and support risk-adjusted performance measurement (RAROC). The use of RAROC increases focus on risks versus rewards in the decision making process, and consequently stimulates the use of scarce capital in the most efficient way.

The following fundamental principles and definitions have been established for the model:

• ING Bank uses a one-sided confidence level of 99.95% – consistent with ING’s target debt rating (AA) – and a one-year time horizon to calculate EC;

• It is assumed that all currently known measurable sources of risk are included;

• The best estimate risk assumptions are as objective as possible and based on proper analysis of statistical data. There is one set of best-estimate assumptions for each risk type to be used at ING Bank;

• The EC calculation is based on fair value principles. Where complete and efficient markets exist, fair value is equal to market value;

• The EC calculations reflect known embedded options and the influence of customer behaviour in banking products;

• The EC calculations are on a pre-tax basis and do not consider the effect of regulatory accounting and solvency requirements on capital levels; and

• The framework does not include any franchise value of the business, discretionary management intervention or future business volumes and margins.

Specific measurement by risk type is described in greater detail in the separate risk type sections.

Aggregation model

The main processes executed in ING Bank Economic Capital aggregation model are depicted in the flowchart below. The white boxes show the processes performed by the model while the shaded box indicates inputs from other risk departments.

Correlation factors between risk types used for diversification are based on best estimate assumptions supported by statistical analysis of historical data, ING Bank risk expert judgement, external benchmark studies and common logic. As shown in the flow-chart, the correlation factors are stressed upwards where necessary to account for potential measurement inaccuracy in extreme events due to limited historic data observations. Expert opinion is used for aggregating business and operational risk.

The Economic Capital for ING Bank involves the aggregation of the underlying EC of five risk types, namely credit, transfer, market, operational and business risks. Model disclosures are given in the respective risk sections. These risk types are aggregated to provide a total diversified ING Bank Economic Capital by applying the variance-covariance approach with a 5 x 5 inter-risk correlation matrix.

For allocation of Economic Capital to units and products, diversification factors are calculated for each risk type. These factors are applied consistently throughout ING Bank. The level of diversification benefit is dependent on both the inter-risk correlations as well as the relative size of the undiversified EC exposure for each risk type.

Reporting Framework

For each business unit and product line, the gross Economic Capital for each risk type is delivered. The net Economic Capital figures are calculated by taking the product of the gross EC and one minus the diversification factor. Total Economic Capital is calculated as the sum of the net EC for each risk type at all reporting levels.

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Economic Capital and Regulatory Capital

Main risk management tools for ING Bank are Economic Capital (EC) and Regulatory Capital (RC). Both of these Capital metrics are used to determine the amount of capital that a transaction or business unit requires to support the economic risks it faces. RC is driven by methodologies prescribed by regulators whereas EC is driven by internally developed models.

Economic capital is a non-accounting measure which is inherently subject to dynamic changes and updates as a result of ING Bank’s portfolio mix and general market developments. ING Bank has been and will continue recalibrating the underlying assumptions to its economic capital models, which may have a material impact on the economic capital values going forward.

The tables below provide ING Bank’s Economic Capital and Regulatory Capital by risk type and business line. The main driver of the decrease in capitals compared to 2011 is the divestment of ING Direct US and ING Direct Canada in combination with the further de-risking of the balance sheet. Excluding ING Direct US and Canada in 2011, the total EC for 2011 would have been EUR 24 billion and the total RC for 2011 would have been EUR 23.5 billion.

Economic and Regulatory Capital (Bank diversified only) by risk type

	Economic Capital				Regulatory Capital
	2012		2011		2012		2011
Credit risk		11,875		14,365		18,684		22,474
Add-on credit risk		4,248
Market risk		6,326		8,262		772		1,124
Business risk		1,837		2,448
Operational risk		1,763		1,683		2,836		2,836
Total banking operations		26,049		26,758		22,292		26,434

Economic Capital (Bank diversified only) by business line combination

	Economic Capital				Regulatory Capital
	2012		2011		2012		2011
Commercial Banking		8,019		9,726		9,897		11,615
Retail Banking Benelux		4,155		4,445		5,679		5,552
Retail Banking International		6,518		9,475		6,028		8,783
Corporate Line Bank (1)		3,109		3,112		688		484
Unallocated		4,248
Total banking operations		26,049		26,758		22,292		26,434

⁽¹⁾  Corporate Line includes funding activities at ING Bank level, internal transactions between business units and the Corporate Line, and is managed by Capital Management.

Differences between RC and EC are mainly due to:

• The EC figures shown reflect all diversification effects within ING Bank, including risk reduction between the risk categories; while for RC no diversification is taken into account.

• The credit risk EC is lower than RC due to the fact that Economic Capital (EC) is defined as ING’s own methodology for credit risk. It is the amount of capital that is needed at a minimum to cover for Unexpected Losses within a certain confidence level and a certain time horizon. Further credit risk EC includes transfer risk while RC does not;

• The market risk Economic Capital is higher than the Regulatory Capital primarily due to the inclusion of the interest rate risk banking books in Economic Capital. The market risk RC includes a stressed VaR charge, while EC does not; the EC figures take the diversification across risk types into account;

• The EC figures include Business risk, while RC does not;

• The operational risk Economic Capital is lower than the Regulatory Capital mainly due to the application of inter-risk diversification, whilst Regulatory Capital does not encompass inter-risk diversification; and

• A 99.95% confidence level is used for EC, while the confidence level is 99.9% for RC. Correcting for the difference in confidence level will lead to an EC figure that is lower than the RC figure.

In addition to the ‘bottom-up’ calculated credit risk EC, ING Bank has added EUR 4.2 billion to its internal Economic Capital framework for elements such as concentration risk and model risk. This amount is not yet allocated per business line.

The above risk metrics and risk appetite framework do not cover liquidity risk: the risk that ING Bank or one of its subsidiaries cannot meet its financial liabilities, at reasonable cost and in a timely manner, when they come due. ING Bank has a separate liquidity management framework in place to manage this risk, which is described in the Liquidity Risk section of ING Bank.

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ONGOING CHANGES IN THE REGULATORY ENVIRONMENT

After the turmoil in the financial markets over the last couple of years and the need for governments to provide aid to financial institutions, financial institutions have been under more scrutiny from the public, supervisors and regulators. The resulting revised regulations are intended to ensure that a crisis in the financial system can be avoided in the future.

To accomplish this, regulations focus primarily at the following issues:

• The Basel III proposal more stringently aligns risk taking with the capital position of financial institutions via enlarged risk weights for counterparty credit risk. The Basel III proposal narrows the definition of core Tier 1 and Tier 1 capital, and limits a bank’s leverage via a ratio that should become part of Pillar 1 of the Basel framework. The Basel Committee has also issued proposals for liquidity and funding requirements via the so-called Liquidity Coverage Ratio and the Net Stable Funding Ratio. The aim of the first metric is to monitor a bank’s capability to survive a short-term liquidity stress, where the latter aims to ensure that long term asset activities are similarly funded.

• Apart from the above mentioned proposals, another aim is to reduce ‘pro-cyclicality’, to avoid that banks would be required to increase their capital in difficult financial times when it is most scarce. Lastly, there is a proposal to introduce additional capital requirements for counterparty credit risk. In addition, the Basel Committee and Financial Stability Board (FSB) are currently considering measures that may have the effect of requiring higher loss absorbency capacity, liquidity surcharges, exposure limits and special resolution regimes for ‘systemically important banks’ (SIBs) and so-called ‘Global’ SIBs (G-SIB). ING Bank has been designated as a global SIB by FSB and a domestic SIB by DNB.

• Separate from but in line with the Basel III proposal, on a country level local regulators are becoming more stringent on the maximum credit risk bank subsidiaries and branches are allowed to have on their holding companies. In the absence of a supranational harmonisation this leads to so-called trapped pools of liquidity, i.e. excess liquidity in a country that cannot merely be transferred (unsecured) to a central treasury in another country.

The Basel III proposals and their potential impact are semi-annually monitored via semi-annual monitoring exercises, where ING Bank participates in. Due to such monitoring exercises and on-going discussions within the regulatory environment revisions take place in the original Basel III proposals as for instance has been done for the Liquidity Coverage Ratio in January 2013. For European banks these Basel III requirements will be implemented through the Capital Requirement Directive (CRD) IV, which might deviate in its final state from the original Basel III requirements.

The Basel III accord was originally intended to enter its first phase of implementation on 1 January 2013. This has been extended by the regulators. Nonetheless, ING Bank has been preparing for the functioning of the key Basel III elements and was prepared to implement. Significant management actions have been undertaken on both the liquidity and capital front to adjust the business model and exposure to certain asset classes to minimise the impact of Basel III developments. Examples include reducing short-term funding and shifting significant derivative settlement to Central Clearing Parties. Although not all definitions and parameters of Basel III have been finalised, ING Bank has been making continuous impact analyses of the proposed changes. The overall effect of Basel III on ING Bank’s capital and liquidity ratios, even before management actions, was considered to be lower than most peers. The key principles of Basel III have been included in both the Solvency and Liquidity Risk Appetite Framework that are continuously monitored by senior management.

Therefore, Basel III and the implications for ING Bank were the central theme in the January 2012 ING Investor Day. The strategy of the Bank focuses on effective balance sheet management in order to meet all the new requirements. The stricter capital requirements will be met by combining strong continued capital generation with RWA containment. To underpin this, ING Bank disclosed its ambition to reach a Basel III Core Tier 1 ratio in 2013 that is greater than 10%. Via strong capital generation and further continuing balance sheet optimisation efforts, also the Basel III Leverage Ratio will be met. To adhere to the new liquidity and funding requirements strong funds entrusted generation and increased long-term funding will be combined with reduced reliance on short-term professional funding and the transformation of the investment book into a liquidity portfolio.

RISK DEVELOPMENTS IN 2012

Liquidity risk

In 2012, funding and liquidity risk management continued to be an important topic for senior management and the Asset and Liability Committee (ALCO) Bank, as markets remained volatile in respect of the Eurozone uncertainties. External market and regulatory developments and internal financial developments are closely monitored. Regular stress testing and measurement of early warning indicators are, among others, used to provide additional management information. In 2012 the funding and liquidity risk appetite statements were updated. The appetite statement is set and allocated throughout ING Bank. In addition, funding and liquidity usage is steered by means of funds transfer pricing thus embedding funding and liquidity risk management in the total organisation. This all is part of global project that was started in 2011 on new frameworks for funding and liquidity risk management. The implementation of these frameworks will be finalised in the course of 2013.

Capital markets and money markets improved in the course of 2012 and ING Bank continued to have access to funding at acceptable pricing, sufficient long tenors and good volume. Short term professional funding was further reduced and partly replaced by long-term debt, as the bank continues to lengthen its funding profile as part of its balance sheet optimisation programme ahead of Basel III. ING Bank issued EUR 33 billion of long term debt in 2012. Growth in funds entrusted continued to develop favourably at Retail Banking, while within Commercial Banking deposits from corporate treasuries and assets managers decreased. Throughout the credit and liquidity crisis,

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ING has maintained its liquidity position within conservative internal targets. ING Bank’s Loan-to-Deposit ratio, excluding securities that are recorded at amortised costs in loans and advances and the IABF government receivable, improved to 1.13.

Dutch Mortgages

In 2012 the Dutch housing market slowed down significantly due to economic downturn and political uncertainty regarding the housing market. The Dutch housing market is historically characterised by housing shortage, high income tax with deductibility of interest on mortgages, and tax driven mortgage products. Due to elections of a new government in September 2012 and the need of a reduction of the government deficit the tax-deductions where reviewed. During 2012 there was a lack of clarity of the new government plans and economic uncertainty resulting in households postponed buying houses, with a lowering impact on the Dutch house prices. As long as the government plans concerning the total housing market (including reform of the rental market) remain uncertain and consumer confidence is not restored, the housing market coming will not recover early 2013. Although the house prices decreased, the Dutch payment behaviour is good, reflecting in a slightly elevated but still low percentage of non-performing loans by the end of 2012. Given the significant amount of mortgages in our credit portfolio, ING Bank closely follows all developments related to Dutch housing market and its mortgage portfolio.

Business lending Benelux

ING Bank’s Business Lending, defined as lending to corporates in the business line Retail Banking, is concentrated within the Benelux. The weak economic environment was reflected by increased risk costs and elevated percentage of non-performing loans. The Netherlands showed the same development as Belgium and Luxembourg, with increased non-performing loans in the categories Builders & Contractors, Food, Beverages and personal care and Transport & Logistics.

Real Estate Finance

ING Bank finances commercial real estate via Real Estate Finance (REF) in various countries over the world, although half of this portfolio is based in the Netherlands. Risk costs and non-performing loans in REF were elevated given deteriorating European commercial real estate markets. REF financing policy is based on cash flow generating prime real estate portfolio, senior secured facilities, relatively low starting LTV’s and conservative covenant setting. Construction is less than 0.9% of the total portfolio and at least 70% is pre-sold/pre-rented.

Cybercrime

2012 saw an increase in the world-wide cyber threat and more stringent regulations being introduced regarding cyber security of e-banking (e.g. ECB’s Recommendations for the security of Internet Payments). Under the auspices of the Management Board, a Cybercrime Task Force has been set up within ING to ensure a coordinated and effective response to the threat of cybercrime. The Cybercrime Task Force aims to improve knowledge sharing and to structure effective prevention, detection and incident response across ING Bank. The Cybercrime Task Force is chaired by CIO Bank and includes key e-business management, risk, anti-fraud and IT senior management representatives.

In 2012 we have further strengthened our external collaboration against cybercrime with the industry (e.g. national bank associations), law enforcement, government (e.g. Nationale Cyber Security Center) and Internet Service Providers (ISPs). At the beginning and the end of our measures is the customer: we are trying to make the customer aware of the cyber threats/risks and to collaborate with us for a safer internet.

Recovery and Resolution plans

As a consequence of the global financial crisis ING Bank has set up an all-encompassing recovery planning process to enhance the bank’s readiness and decisiveness to tackle financial crises on its own strength. Furthermore in the course of 2012, DNB has requested ING Bank to prepare and submit information on the basis of which the Dutch Resolution Authorities will be able to develop a Resolution Plan. ING is diligently working towards providing this information and meeting the deadlines provided by DNB.

CREDIT RISK

The credit risk section provides information on how ING Bank manages, measures and monitors credit risk and will give an insight into the ING Bank portfolio from a credit risk perspective. Prior to providing insight into the portfolio, we will explain how ING Bank ensures that credit risk is properly addressed and managed within ING Bank.

The ING Bank business model is to be a strong predominantly European bank, with leading positions in attractive, stable home markets, with options for future growth beyond Europe. ING Bank primarily extends credit to two types of customers; Retail customers made up largely of individuals and small businesses and Commercial Banking made up of larger corporate, financial, and sovereign counterparties. In general, Retail customers tend to be served by country specific organisations while Commercial Banking counterparties are often multi-jurisdictional and even global. Therefore, it is important that the credit risk management department has both local product knowledge as well as understanding of global industries.

In order to properly assess, monitor, and manage the credit risks over such a broad spectrum of products, industries, and geographies, Credit Risk Management (CRM) is organised both locally and centrally. The local risk management teams have knowledge of specific geographic markets and the products and their risk characteristics. The central risk team focuses on more global industries and customers. The central risk team is also responsible for setting the ING Bank credit risk policies and standards. The local and central credit risk teams

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strive to have a consistent risk appetite which is facilitated by a large number of job rotations and a robust credit risk infrastructure that supports the entire credit lifecycle.

The overall credit risk appetite framework allows ING Bank to manage the portfolio and avoid undesired concentrations of credit risk. CRM is supported by dedicated credit risk information systems and internal credit risk measurement methodologies for all types of counterparties. CRM creates consistency throughout the credit risk organisation by providing common credit risk policies, methodologies, and tools across the ING Bank. Credit risk managers use these tools and processes to manage credit risk within ING Bank.

Credit risk management has evolved into a multifactorial discipline and CRM has a responsibility to ensure a common understanding of the contribution of credit risk to ING Bank’s strategy and the diverse aspects of credit risk throughout ING Bank. To accommodate this CRM actively involves stakeholders from the business and other risk departments, but in addition CRM promotes assignments and exchange of employees to facilitate a shared understanding and create an environment of co-operation. CRM informs the ING Bank community about new developments and insights in multiple manners, ranging from presentations, workshops and news alerts.

Credit Risk Definitions

Credit risk is the risk of loss from the default and/or credit rating deterioration of counterparties (including bond issuers). Credit risks arise in ING Bank’s lending, financial market and investment activities. Credit risk exposure is the total amount of outstanding plus the unused portion of commitments. It can be measured on various levels, such as customer, legal or economic one obligor group, product, portfolio, customer type, industry, and country. Each level can in turn be broken down from the consolidated ING Bank NV level to a local branch/ unit level. As the distribution of the exposures is of great importance in correctly managing the credit risk exposure, ING Bank has established the credit risk appetite and concentration framework.

CRM uses risk categories to differentiate between the different types of credit risk exposures. All products within ING Bank are aggregated to one of the following risk categories:

• Pre-settlement risk: arises when a counterparty defaults on a transaction before settlement and ING Bank has to replace the contract by a trade with another counterparty at the then prevailing (possibly unfavourable) market price. The pre-settlement risk (potential or expected risk) is the cost of ING Bank replacing a trade in the market. This credit risk category is associated with dealing room products such as options, swaps, and securities financing transactions. Where there is a mutual exchange of value, the amount of credit risk outstanding is generally based on the replacement value (mark-to-market) plus a potential future volatility concept, using a 3-7 year historical time horizon and a 97.5% confidence level.

• Money market risk: arises when ING Bank places short-term deposits with a counterparty in order to manage excess liquidity. As such, money market deposits tend to be short-term in nature. In the event of a counterparty default, ING Bank may lose the deposit placed. Money market risk is measured as the notional value of the deposit, excluding any accrued and unpaid interest or the effect of any impairment.

• Lending risk: arises when ING Bank grants a loan to a counterparty, or issues guarantees on behalf of a counterparty. This includes term loans, mortgages, revolving credits, overdrafts, guarantees, letters of credit, etc. The risk is measured as the notional amount of the financial obligation that the counterparty has to repay to ING Bank, excluding any accrued and unpaid interest, discount/premium amortisations or impairments.

• Investment risk: is the credit default and risk rating migration risk that is associated with ING Bank’s investments in bonds, commercial paper, securitisations, and other similar publicly traded securities. This can be viewed as the worst-case loss that ING Bank may incur as a result of holding a position in underlying securities whose Issuer’s credit quality deteriorates or defaults. All investments in the banking book are classified in the investment risk category. The primary purpose of ING Bank’s investments in the banking books is for liquidity management.

• Settlement risk: is the risk that a counterparty will fail to deliver on financial markets (PS or MM) transaction/contract at Settlement and ING Bank could lose up to 100% of the value expected to be delivered. Settlement Risk arises when there is an exchange of value (funds or instruments) for the same value date or different value dates and receipt is not verified or expected until after ING has given irrevocable instructions to pay or has paid or delivered its side of the trade. The risk is that ING Bank delivers but does not receive delivery from ING Bank’s counterparty. ING manages Settlement Risk in the same way as other risks including a per borrower risk limit structure. However, because of the short term nature and per definition double count of Settlement Risk, ING Bank does not hold provisions or capital for specific Settlement Risk. Although a relatively low risk, ING increasingly uses DVP (Delivery versus Payment) and FITO (First in Then Out) payment techniques to reduce Settlement Risk.

Governance

Credit risk management (CRM) within ING Bank belongs to the second line of defence (the front office being the first) and aligns the credit risk taking with the strategic planning of ING Bank. It is responsible for reviewing and managing credit risk including environmental and social risk for all types of counterparties. CRM consists of line credit risk managers who are responsible for their business lines and manage specific portfolios and experts who support both the line credit risk manager as well as the business with tools like credit risk systems, policies, models and reporting. The CRM General Manager is functionally responsible for the global network of credit risk staff and the heads of the credit risk management functions for the business lines and the corporate staff functions report directly to him.

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ING Bank’s credit policy is to maintain an internationally diversified loan and bond portfolio, while avoiding large risk concentrations. The emphasis is on managing business developments within the business lines by means of the top-down risk appetite framework, which sets concentration limits for countries, individual counterparties and counterparty groups and investment activities. The aim is to expand relationship-banking activities, while maintaining stringent internal risk/reward guidelines and controls. To ensure a proper risk reward balance in our portfolios, the risk appetite framework is linked to the Medium Term Planning (MTP) process.

Credit analysis at portfolio level is a function of different concentration levels and various metrics like Economic Capital, Regulatory Capital, Exposure at Default, Probability of Default and Loss Given Default. The risk/reward is monitored and managed at portfolio level to ensure efficient use of ING Bank’s capital. Credit analysis at facility level is also risk/reward-oriented in that the level of credit analysis is a function of the risk amount, tenor, structure (e.g. covers received) of the facility, and the risks entered into. Risk Adjusted Return on Capital (RAROC)-based tools are used internally to ensure a proper balance of risk and reward within the portfolio and concentration parameters. ING Bank’s credit analysts make use of publicly available information in combination with in-house analysis based on information provided by the counterparty, peer group comparisons, industry comparisons and other quantitative techniques and tools.

Within ING Bank, the ultimate authority to set the risk appetite and approve or decline credit proposals resides with the executive board. The executive board has further delegated authorities, based on amounts and tenors to lower levels of the organisation. Transactions are approved via a dual signatory approval system that requires an individual sign off from both front office and credit risk management. For larger and higher risk credits a committee structure exists whereby the credit risk chair takes the final decision with support of the respective committee members, thereby ensuring accountability. Retail business units have delegated authority to decide within policies and mandates approved by CRM and any decisions outside those policies or above the delegated mandate require a specific credit risk approval.

Credit Risk Appetite and Concentration Risk Framework

The Credit Risk Appetite and Concentration Risk Framework enables ING to prevent undesired high levels of credit risk and credit concentrations within various levels of the ING portfolio.

Credit Risk Appetite

Credit risk appetite is the maximum level of credit risk ING Bank is willing to accept for growth and value creation. This credit risk appetite is linked to the overall Bank-wide Risk Appetite Framework. Articulating the credit risk appetite is a complex task that requires balanced views. It can be expressed in quantitative and qualitative measures. Having a credit risk appetite achieves:

• Clarity over the credit risks that ING Bank can strategically assume; Focused execution in balancing ING Bank’s credit risk exposures within the boundaries of ING’s strategy, target setting and prudent risk management;

• Consistent communication to different stakeholders;

• Guidelines how to align reporting and monitoring tools with the organisational structure and strategy;

• Alignment of business strategies and key performance indicators of business units with the overall ING Bank credit risk appetite by means of the MTP.

Credit risk appetite is present across different levels within ING Bank, at the portfolio level as well as transaction level. The various credit risk appetite components at the portfolio and transaction level together result in the credit risk appetite framework.

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Credit risk appetite statements are defined top-down across the credit risk categories (pre-settlement, money market, lending, investment, but excluding settlement), and connected to ING Bank high-level risk appetite across all risk types (credit, market, business and non-financial risk). They consist of a set of high-level credit risk metrics; expected loss, economic capital, risk-weighted assets and exposure at default. For each credit risk metric a boundary is set that is cascaded down and monitored on a monthly basis. The adherence to the boundaries and the pro-active approach to manage the portfolio within the risk appetite boundaries are part of the key performance indicators of the business line managers and as such have a direct impact on their remuneration.

Concentration Risk Framework

The concentration risk framework consists of a number of different components to properly manage and control any concentration levels within the ING portfolio.

Country risk framework

Country risk is the risk specifically attributable to events in a specific country (or group of countries). Country risk is the risk of loss that ING Bank faces associated with lending, pre-settlement, money market and investment transactions in any given country or group of countries, as a result of country risk events. A country risk event can be described as any event or crisis, which relates mostly to large domestic economic, financial and political shocks, as well as transfer or exchange restrictions, affecting all counterparties in a specific country in an indiscriminate way. The occurrence of a country risk event may cause all counterparties in a country to be unable to ensure timely payments, despite their willingness to meet their contractual debt obligations. As such, country risk is an additional factor to be taken into account in the credit approval process of individual customers, as the country risk event probability may impact the default probability of individual counterparties.

To manage country risk effectively, ING Bank uses two components, which together form the country risk framework: The first component is to set a maximum economic capital consumption and the second component is to assign country reference benchmarks, which define the maximum appetite for credit risk, that ING Bank has per country to ensure that exposures and potential future losses do not exceed a certain agreed level. The country reference benchmark is based on the country’s GDP and the funds entrusted locally in that country. In countries where ING Bank is active, the relevant country’s risk profile is regularly evaluated, resulting in a country rating, which is used to set the country reference benchmark. Based on these two components country limits are set and exposures derived from lending, investment, pre-settlement and money market activities are then measured and reported against these country limits on a daily basis.

Single name and sector concentration

ING Bank has established the concentration risk framework in order to identify, measure monitor concentrations at portfolio and/or counterparty level. It consists of single name concentration: losses due to the unexpected jump-to-default of a single counterparty. Sector concentration (systemic risk): substantial increase of the ING Bank risk profile (expressed in increased risk weighted assets) due to the joint deterioration of a group of correlated counterparty/transactions, sensitive to the same external (macro-economic) factor(s) related to their geographic location, exposure class or industry. The risk metrics used for the single name concentration is the loss given default amount.

Scenarios and Stress Tests

Stress testing is a valuable risk management tool. Stress testing evaluates the bank’s financial stability under severe but plausible stress scenarios and assists in decision-making that assures the bank to remain a financially-healthy on-going concern after a severe event occurs. In addition to the bank-wide stress test framework as described in the risk profile section of ING Bank, CRM performs stress tests on a monthly basis in order to continually assess the portfolio risks and concentrations. These monthly stress tests are consistent with the stress scenario as established in the ING Bank wide credit risk appetite framework. The monthly stress tests are reviewed in the Credit Portfolio Committee (CPC) and potential management actions are proposed if necessary.

ING Bank performs periodical stress tests based on a standardised and pre-determined 1-in-10year-stress event (i.e. at 90% confidence level and 1 year horizon) which is similar to the one applied in the solvency risk appetite. Based on this confidence level, a through the cycle rating migration for the entire portfolio is simulated. For this simulated portfolio, provisions, RWA and EC are recalculated to assess what the combined impact of such a year would be. The additional CRWA that ING should allocate in such an event is named CRWA@ Risk. These stress test results are submitted to CPC on a periodical basis, in which the results are explained and discussed. If needed actions are formulated.

Next to the periodical pre-determined stress test related to CRWA@Risk, CRM performs ad-hoc stress tests based on severe but plausible scenarios. These stress tests can be for internal purposes or at the request of the regulators and are input for future Credit Risk Appetite setting. Stress testing is used as an additional safety net within CRM. Through stress tests the impact of severe but plausible downturn scenarios are determined, which might not be captured in the regular rating models (Probability of Default, Loss Given Default and Exposure at Default). Therefore, next to the Pillar 1 and Pillar 2 capital calculations, based on the results of various stress test, ING Bank ensures that adequate levels of capital (and liquidity) are available to sustain such severe but plausible scenarios.

Product Approvals

Across ING Bank the product approval and review process ensures effective management of risks associated with products. It ensures that sound due diligence is performed by relevant stakeholders to ensure that risks (credit, operational, legal etc.) are mitigated.

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Risk Programs

Within ING we distinguish between risk programs for retail lending and risk programs for commercial lending business.

The retail risk portfolio program is defined as a set of policies and processes, which are laid down to manage a retail risk portfolio within a predefined risk appetite statement. A retail risk portfolio is defined as a group of sufficiently homogeneous credit assets, where:

• A consistent set of credit policies and processes for approving a high volume of counterparties and transactions could be applied,

• Exposures could be pooled and managed through a set of standard policies and procedures over its entire life cycle.

A risk appetite statement in the context of a retail risk portfolio program is a pre-defined set of minimum performance criteria required to be achieved for ING Bank business labels conducting retail risk portfolio program.

The commercial lending risk program is a detailed analysis of a defined product and/or industry that identifies the major risk drivers and mitigants, the internal business mandate, and proposes the minimum risk (including business) parameters – and potentially the maximum product and/or portfolio limit – to undertake that business. A risk program is always prepared by the Front Office responsible for the internal business mandate and requires an approval from the Global Credit Committee (unless specifically delegated to a region).

Reference Benchmarks

A reference benchmark defines the maximum appetite for credit risk per counterparty group. It is expressed as an EAD Exposure at the concentration risk level, which corresponds to an (maximum) internal capital consumption for credit risk. It is used as a tool in the credit approval process.

Credit Approval Process

The credit approval process ensures that individual transactions are assessed on a name-by-name basis. For each type of counterparty (corporate, banks/financial institution, structured products clients) there is a separate process. The line credit risk managers are organised along the business lines of ING Bank and are specialised in the relevant area of expertise. The credit approval process is supported by, amongst others, a credit approval system which ensures consistency and completeness; a risk rating (PD) system which contains all the risk rating models to ensure a proper rating is given to a counterparty and a limit and exposure monitoring system which subsequently feeds into the credit approval system. The rating model is used to indicate a counterparty’s creditworthiness, and to determine the maximum risk appetite that ING Bank may have for a given type of counterparty (reference benchmark). The determination of the delegated authority (the amount that can be approved at various levels of the organisation) also depends on the risk rating. ING Bank has a rating system with in total 22 grades (1=highest rating; 22=lowest rating) and are split in the following categories:

• Investment grade (Risk Rating 1-10);

• Non-investment grade (Risk Rating 11-17);

• Problem Loan grade (Risk Rating 18-22);

• Restructuring (Risk Rating 18-19)

• Default (Risk Rating 20-22).

The rating grades categories 1 to 17 are in alignment with the risk grades used by S&P and Fitch/IBCA (AAA-CCC) as well as Moody’s (Aaa-Caa1).

Problem Loan management

A problem loan is a loan where there is a reasonable probability that ING Bank may end up with a loss, unless ING Bank intervenes with specific and significant actions. In other words, in this category, an account or portfolio requires a more intensified approach, which may include renegotiation of terms and conditions and/or business/financial restructuring. Problem loans are managed by the Global Credit Restructuring (GCR) or by the Regional Restructuring Units (RRUs) in the various regions and network banks. GCR, which structurally falls under CRM, is the dedicated corporate department unit at the highest level, entrusted with the management of problem loans. Front Office, including mid- and back office functions, remain fully involved and committed to the management of GCR files. GCR’s management of problem loans can be divided in:

I. Watch list: An assessment is made whether there may be deterioration in the risk reward relationship. At this stage, no specific and significant intervention from ING Bank is deemed necessary to ensure that the risk reward relationship improves. For severe cases additional monitoring takes place. Theoretically, accounts with watch-list status carry a risk rating of 1 to 19, but would typically have a rating of 15 to 17;

II. Restructuring: A credit enhancement process is needed to achieve a turnaround in the problem loan. This may involve financial and/or business workarounds with the objective of ultimately improving the risk profile. The (credit) relationship is maintained during and after the period of restructuring. Accounts with restructuring status can be rated anywhere in the 15-19 range but typically carry a risk rating of 18 to 19;

III. Recovery: An amicable or forceful exit from the (credit) relationship, where the objective is to lower the risk cost as much as possible. All Recovery status accounts are rated 20, 21 or 22. Based on expected cash flows for loans (above a certain threshold) rated between 20

• 22 specific, provisions are taken to minimise ING Bank’s exposure.

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	Regular	Watch List	Restructuring	Recovery
Possible ratings	1–19	1–19	15–19	20–22
Typical ratings	1–14	15–17	18–19	20–22
Deterioration in risk	Not significant	Significant	Significant	Significant
Significant intervention	Not required	Not required	Required	Required
Impaired	No	No	No	Yes
Account Ownership	Front Office	Front Office	Front Office	Front Office
Credit Risk Management	Regular	Regular	Credit Restructuring	Credit Restructuring
Primary Manager	Front Office	Front Office	Credit Restructuring	Credit Restructuring
Second Signature	Credit Risk Management	Credit Risk Management	Front Office	Front Office
Accounting provisioning	IBNR	IBNR	IBNR	INSFA/ISFA

Credit Risk capital and measurement

Credit Risk capital

Regulatory Capital (RC) is a law based prudent measure defined by regulators and serves as the minimum amount of Tier 1, Tier 2 and supplementary capital required to absorb for unexpected losses. RC is the minimum amount of capital (based on 99.90% confidence level) that ING Bank must hold from a regulatory perspective as a cushion to be able to survive large unexpected losses.

RWA COMPARISON

Comparison of RWA and risk weights across institutions is inherently challenging. A recent study classified differences in RWA among banks in 3 categories:

1. Risk based drivers that stem from the differences in underlying risk at the exposure/ portfolio level and in business models/ strategies including asset class mix.

2. Practice-based drivers including approaches to risk management and risk measurement.

3. Regulating environment such as supervisory practices, implementing laws and regulations including national discretion and accounting standards.

Risk Based Drivers

ING Bank portfolio is heavily dominated by secured lending especially in the areas of residential mortgages, structured finance, leasing and commercial real estate. Secured lending tends to have a much lower LGD, given the collateral involved, which is a key driver of RWA. Another key element of the ING business model is the focus on retail exposures collateralised by residential property. The regulatory formula for this exposure class tends to result in the lowest RWA, all other factors being equal.

Practice Based Drivers

ING Bank tries to have an ‘early in early out’ approach to troubled exposures. This means that ING has a very conservative default definition. This will have a direct impact on the level of RWA. For non-retail customers, ING uses a borrower rating which means that a customer will only have one PD regardless of the type(s) of transactions done with ING Bank. This also means that if one facility is in default, all facilities of the client are in default. ING Bank generally does not use a ‘quarantine’ period for defaulters. Once a customer is deemed to be performing, a non-default PD will be given to the borrower.

Regulatory Environment

ING Bank is regulated by many host supervisors; however the primary regulating entity in DNB. Several strict interpretations of the Basel Accord are enforced by DNB including the requirement to have at least 85% of the portfolio qualify as AIRB before allowing AIRB implementation. This prevents arbitrage between the different Basel approaches. DNB also has a strict ‘significant change’ policy that requires all changes to the Basel measurement above a threshold to be reviewed and approved by DNB.

Risk based drivers, practice based drivers and regulatory environment can have a substantial impact on the regulatory capital/ RWA of a financial institution. These factors make it challenging to compare capital levels across banks. ING Bank continues to work with industry groups including EDTF to improve the transparent reporting of our capital calculations.

Economic Capital (EC) reflects ING Bank’s own view on credit risk, which allows it to be used in decision making processes at transaction level, counterparty level and (sub) portfolio levels. Credit risk and transfer risk capital are calculated on all portfolios which contain credit or transfer risk, including investment portfolios. EC is the minimum amount of capital required to cover for unexpected losses within a 99.95% confidence level and a 12 months’ time horizon. It is used throughout ING Bank in the transactional decision making process (mainly commercial banking), in risk adjusted counterparty and portfolio profitability measurement tools (commercial banking and retail), in investment and divestment decisions, in the country risk framework and in concentration risk management such as risk appetite statements (RAS) and the systemic risk reports (sector concentration report).

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EC is an important ingredient for the risk adjusted return on capital (RAROC) ratio. RAROC is a risk adjusted profitability measure over economic capital and supports transaction decision-making processes (for example through the ING Bank loan pricer tool). RAROC allows measuring the risk adjusted return of different products and structures within different parts of the organisation along one and the same yardstick. Next to Pillar 2 based RAROC, within commercial banking, a Pillar 1 ‘sanity check’ is performed on transaction level. This sanity check is a ‘margin over credit risk weighted asset (CRWA)’ ratio, which should exceed a pre-determined level (hurdle), which is tested in the Front Office ‘green light committees’.

An important characteristic of the CCRM infrastructure and framework is that models are built for several purposes, including EC, RC and Loan Loss Provision. Since these rating models are broadly used throughout the ING Bank organisation it enforces the compliance to the Basel Use Test requirement.

In order to provide a short overview the main differences between RC and EC, within ING Bank are listed here below:

Conceptual differences between Regulatory Capital and Economic Capital

Regulatory Capital	Economic capital
Use of Regulatory Downturn PD values, which are floored for non-Sovereign exposures	Non-floored economic PD values
Regulatory downturn based LGD values, including a 10% Residential Mortgages LGD floor	Economic LGD values (without downturn factors and without Regulatory floor for Residential Mortgages)
Regulatory (Basel II based) confidence level of 99.90%	Linked to our Risk Appetite, a more conservative confidence level of 99.95% is used
Basel II Scaling-factor of 1.06 is used	No Basel II Scaling-factor is used
For most non-FM and non-trade related finance exposures a regulatory minimum tenor of 1 year is used, for all exposures a 12 month PD is used	For short tenor exposures, the actual tenor is used and for exposures shorter than 1 year the effective PD (not 12 months PD) is used
For OTC derivatives and Repo Like transactions, based on Current Exposure Method (CEM), risk weights are laid down in the law	For OTC derivatives and Repo Like transactions, risk weights are based on internal methodology
The best rated Sovereign exposures (Credit quality step 1, translated into: internal rated 1 up to and including 4) expressed in local currency are under the partial permanent exemption	EC is calculated for all Sovereigns based on the economic PD, LGD, EAD and remaining maturity
For Securitisations the Securitisations Framework is followed (external risk weights based on external ratings)	EC for Securitisations is calculated through the Corporate B2 methodology (based on internal PD, EAD, LGD values and remaining maturity)
CRWA for SA portfolios are based on Regulatory SA rules	For SA and AIRB portfolios the same INCAP methodology apply

EC is calculated using the economic values of rating models (PD, EAD and LGD). In line with regulatory requirements, so-called ‘significant changes’ to these rating models are communicated to the regulator for approval. Significant changes relate to the impact on CRWA (Pillar 1) or to the significance (size) of the model to the ING Bank portfolio.

Economic and Regulatory Capital (Bank diversified only) by risk type

	Economic Capital				Regulatory Capital
	2012		2011		2012		2011
Credit risk		11,875		14,365		18,684		22,473
Add-on credit risk		4,248

ING Bank also proposes several credit economic capital additions based on elements such as concentration and model risk. In 2012, EUR 4.2 billion of additional credit risk economic capital was proposed.

Credit Risk Measurement

There are two broad ways to measure credit risk within ING Bank’s portfolio, depending on whether the exposure is booked under an ING office which is permitted by the DNB to use the Advanced Internal Rating Based (AIRB) approach, or if it falls under the Standardised (SA) approach. ING Bank does not use the Basel Foundation (FIRB) approach for any portfolio.

Standardised Approach

Unlike the AIRB approach, the standardised approach applies a fixed risk weight to each asset as dictated by the Financial Supervisory Authorities, and is based on the exposure class to which the exposure is assigned. As such, the Standardised Approach is the least sophisticated of the Basel II methodologies and is not as sensitive as the risk-based approach. Where external rating agency ratings are available, they may be used as a substitute to using the fixed risk weightings assigned by the Financial Supervisory Authorities. Because the underlying obligors are relatively small, the underlying obligors tend not to have external ratings.

Advanced Internal Rating Based (AIRB) Approach

There are four elements which drive the Basel II ‘risk-based approach’ to the determination of the capital base.

Probability of Default (PD): The first is the counterparty’s probability of default, which measures a counterparty’s creditworthiness in terms of likelihood to go into default. The result of this calculation attempts to measure the senior, unsecured standalone creditworthiness of an organisation without consideration of structural elements of the underlying transactions, such as collateral, pricing, or maturity. Each borrower should have a rating which translates to a PD.

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Exposure at Default (EAD): The second element is the counterparty’s exposure at default. These models are intended to estimate the outstanding amount or obligation at the moment of default in the future. Since the fact that a counterparty will go into default is not known, and the level of outstandings that may occur on that date is also not known, ING Bank uses a combination of statistical, expert and hybrid models to estimate the Exposure at Default. With the exception of guarantees and letters of credit, the EAD is always equal to or higher than the associated credit risk outstandings, under the assumption that counterparties tend to absorb liquidity from available credit resources before financial problems become apparent to the counterparty’s creditors. The EAD is largely a function of the type of credit facility (revolving, overdraft, term) offered to the borrower.

Loss Given Default (LGD): The third element is the loss given default. These models are intended to estimate the amount ING Bank will lose when liquidating collateral pledged in association with a given loan or financial obligation, or alternatively, liquidating the company as a whole, as part of a workout process. LGD models are based on cover types, estimated recovery rates given orderly liquidation, and (in) direct cost of liquidation.

Maturity (M): The fourth element is the time to the maturity of the underlying financial obligation. Basel II caps the maturity element at five years, despite the fact that many obligations extend longer than five years.

Expected Loss (EL): The expected loss provides a measure of the value of the credit losses that ING Bank may reasonably expect to incur on its portfolio. ING Bank must hold a reserve (as part of its capital base) to cover the expected losses in its credit portfolio. In its basic form, the expected loss can be represented as:

EL = PD * EAD * LGD

Additionally, ING Bank must also maintain a capital buffer against unexpected losses in order to protect itself against credit losses associated with unusual market events outside of the statistical norms.

Securitisations

ING Bank has implemented the AIRB approach for credit risk. As a consequence, ING Bank uses the Rating Based Approach (RBA) for investments in tranches of asset-backed securities (ABS) and mortgage-backed securities (MBS) which have been rated by external rating agencies. Rating agencies which are used by ING Bank under the RBA include: Standard & Poor’s, Fitch, Moody’s and DBRS.

Under the RBA, the risk-weighted assets (RWA) are determined by multiplying the amount of the exposure by the appropriate regulatory risk weights, which depend on:

• The external rating or an available inferred rating;

• The seniority of the position; and

• The granularity of the position.

ING Bank uses the Internal Assessment Approach (IAA) for the support facilities it provides to Asset Backed Commercial Paper (ABCP) conduit Mont Blanc Capital Corp., based on externally published rating agency methodologies.

Credit Risk Models

Within ING Bank internal Basel models are used to determine the PD, EAD and LGD for regulatory and economic capital. Bank wide, ING Bank has implemented more than 100 models, including various sub models that may be applicable for a specific portfolio.

There are three types of modelling which form the foundation of these PD, EAD and LGD models used throughout the bank.

• Statistical models are created where a large set of default or detailed loss data is available. They are characterised by a sufficient number of data points that facilitate meaningful statistical estimation of the model parameters. The model parameters are estimated with statistical techniques based on the data set available.

• Expert models are based on the knowledge and experience of experts from both risk management and front office staff and literature from rating agencies, supervisors and academics. These models are especially appropriate for ‘Low Default Portfolios’, where limited historical defaults exist; thereby reducing the reliability of a statistical model.

• Hybrid models contain characteristics of both expert and statistical models.

Next to the model choice, the definition of default is an important starting point for model building. ING Bank uses a framework that integrates elements of the regulatory definition of ‘Default’ and the loan loss provisioning indicators under IAS 39. The rationale is that several indicators are very close to the indications of an obligor’s ‘unlikeliness to pay’ under Basel II and similar regulations. Integration of both frameworks makes it possible to use the regulatory risk components PD, LGD and EAD in the collective provisioning process under IAS 39, further enhancing ING Bank’s compliance with the Basel II ‘use test’. Key differences between the parameters used for Loan Loss Provisioning and Regulatory Capital calculations are that Regulatory Capital parameters are typically through the cycle while Loan Loss parameters tend to be more point in time. Additionally, the LGD for Regulatory Capital calculations is based on a down-turn LGD.

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Pre Settlement (PS) measurement models.

For regulatory capital the Pre-Settlement (PS) exposure is calculated using a Marked to market (MtM) plus regulatory-based add-on tables. For internal capital purposes ING Bank uses two methodologies to calculate its Pre-Settlement (PS) exposures. Ideally, all parts of ING Bank would apply identical methodologies at all times. However, it is recognised that the ability to implement risk measurement methodologies is highly dependent on systems capabilities, and in certain cases the benefits of implementing a methodology may not be justified by the costs. Therefore more than one methodology is presently in use at ING Bank.

• MtM plus model based add-on approach: In this approach, the PS risk is calculated as the sum between the MtM of the trade and the model-based Add-on. The MtM fluctuates through the life of the contract. The model-based Add-on is product-specific, and takes into account remaining time to maturity, profiling per time-buckets etc. Add-ons are updated with a frequency that takes into account the major market changes. This methodology is used for pre-deal exposure assessment of all ING Bank financial markets products and for post-deal risk calculations for financial markets portfolios for which computational efforts and costs associated with implementation of Scenario Simulation approach are not justifiable;

• Scenario Simulation approach (Monte Carlo approach): Scenario Simulation approach is the most complex of the methods for PS risk calculations. This approach is the only approach that fully takes into account the daily market conditions, including correlations between the risk factors and portfolio benefits. This approach is also referred to as Monte Carlo (MC) approach and is currently used for the largest volume of derivative products such as FX and interest rate derivatives. ING Bank is in the process of implementing this approach for more products. The monitoring of the PS exposures and the limit setting for the products within the scope of the MC approach are based on the exposures resulting from the MC approach, the pre-deal check exposure assessment is based on the MtM plus model add-on approach.

In addition to the two approaches ING recognises that certain trading products that are outside of this scope may be deemed insufficiently accurate. For example, highly structured or exotic derivative transactions may differ significantly from the generic transactions used to calculate the Add-ons. For the assessment of risk exposures of such complex products a bespoke calculation is made.

The figure below provides a high level summary of the application of model outcomes (PD, EAD and LGD).

Credit risk model governance

All PD, EAD and LGD models are built according to the ING Bank internal credit risk modelling methodology standards and model life cycle. After thorough review of the documentation by the Model Development Committee (MDC) and Model Validation (MV) the Credit Risk Committee (CRC) approves the models. Local model approval is delegated by the CRC to the MDC. Each model has both a credit risk and a front office co-sponsor. Both the MDC and the CRC have participation from both credit risk officers as well as the front office to ensure maximum acceptance by the organisation. The capital impact from the implementation of approved models is reported to the DNB in a quarterly report. In addition, MV validates each model on an annual basis. During such periodical validation the model performance is analysed via amongst others back testing. Most of the credit models reviewed by Model Validation show a conservative observed performance compared to predicted levels.

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Credit risk rating process

In principle all risk ratings are based on a Risk Rating (PD) Model that complies with the minimum requirements detailed in the CRD, the DNB Supervisory Rules and EBA guidelines. This concerns all counterparty types and segments, including countries.

ING Bank’s probability of default (PD) rating models are based on a 1-22 scale, which roughly corresponds to the same rating grades that are assigned by external rating agencies, such as Standard & Poor’s and Fitch. For example, an ING Bank rating of 1 corresponds to an S&P/ Fitch rating of AAA and a Moody’s rating of Aaa; an ING Bank rating of 2 corresponds to an S&P/Fitch rating of AA+ and a Moody’s rating of Aa1, and so on.

Risk ratings (PD) for performing loans (1-19) are calculated in ING Bank IT systems with internally developed models based on data either manually or automatically fed. Under certain conditions, the outcome of a manually fed model can be challenged through a clearly defined rating appeal process. Risk ratings for non-performing loans (20-22) are set on the basis of an approved subjective methodology by the global or regional restructuring unit. For securitisation portfolios, the external ratings of the tranche in which ING Bank has invested are leading.

Risk ratings assigned to counterparties are regularly, at least annually, reviewed, and the performance of the underlying models regularly monitored.

Over 95% of ING Bank’s credit risks have been rated using one of the in-house developed PD rating models. Within the AIRB Portfolio, the level of Basel II ratings exceeds 99% coverage by exposure. Some of these models are universal in nature, such as models for Large Corporates, Commercial Banks, Insurance Companies, Central Governments, Local Governments, Funds, Fund Managers, Project Finance, and Leveraged Companies. While other models are more regional or country specific, such as PD models for SME companies in Central Europe, the Netherlands, Belgium, Luxembourg, and the United Kingdom, as well as residential mortgage and consumer loan models in the various retail markets.

Rating Models for retail counterparties are predominantly statistically driven and automated, such that they can be updated on a monthly or bi-monthly basis. Models for SME companies, and larger corporates, institutions and banks are manually updated, and are individually monitored on at least an annual basis.

Exposure classes

The Basel II Accord has developed the concept of ‘Exposure Classes’. These are essentially groupings of credit risks associated with a common counterparty type or product type. For the AIRB Approach, most of the exposure classes have subcategories. ING Bank has applied the following definitions to determine Exposure Classes:

Governments include Sovereign Government entities, Central Banks and Basel II recognised Local / Regional Authorities as well as Supranational Organisations;

Institutions include all Commercial Banks, non-Bank Financial Institutions, such as Funds and Fund Managers, and Insurance Companies, as well as local and regional government entities not classified as governments;

Corporates includes all legal entities, that are not considered to be Governments, Institutions or Retail Other;

Residential Mortgages include all mortgage loans for residential properties that are not part of a securitisation; and

Retail Other includes all other credit obligations related to Retail SMEs, such as partnerships, one-man businesses and private individuals, such as consumer loans, car loans and credit cards.

Securitisations include securitisation programs for which ING Bank acts as an investor, sponsor or originator.

Under these exposure class definitions, it is possible for a private individual to be included under both residential mortgages and retail other. For other types of counterparties or issuers, there is no potential overlap.

The Pillar 3 disclosure provides detail of the ING portfolio classified by these Exposure Classes. This should be helpful for comparison with other AIRB banks. However, ING Bank does not manage its portfolio according to these exposure classes but based more on geography, customer segment, industry, and product. Therefore, additional portfolio breakdowns are also provided in Pillar 3 that reflect these management classifications of the portfolio.

Securitisations

ING Bank primarily plays three roles in its exposure to securitisations programs which are:

ING Bank as Investor

ING Direct has been the primary investor in securitisation transactions within ING Bank. Its core strategy is gathering customer deposits and providing lending products to its retail customers. The savings product is typically the first product to be launched in a country followed by mortgages and other retail products (current accounts, unsecured loans, credit cards etc.). The difference between retail liabilities and own originated retail assets is invested in high quality bonds and when appropriate in certain internal assets originated by other ING Bank entities. The execution of this business model in a cost-efficient manner is ING Direct’s competitive advantage. Given ING Direct’s business model as a liability driven operation with a focus on cost efficiency, ING Direct invests with a view to minimise credit risk, while ensuring sufficient liquidity. Hence, ING Direct accumulates highly rated debt securities with minimal credit risk thereby capitalising on its economies of scale.

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ING Bank as Originator

ING Bank originates own securitisation transactions for economic and regulatory capital purposes, as well as liquidity and funding purposes. Securitisations originated by a company may only be considered for balance sheet de-recognition when the requirements for significant credit risk transfer have been fulfilled. However, for a securitisation transaction to be recognised as for RWA reduction, risk transfer alone may be insufficient due to the increasing impact of the maturity mismatch formula. As a consequence, the RWA of the retained tranches for one of the transactions would be higher than the total RWA of the underlying pool before securitisation. In such cases the RWA calculation for the transaction is performed as if it was not securitised.

ING Bank as Sponsor

In the normal course of business, ING Bank structures financing transactions for its clients by assisting them in obtaining sources of liquidity by selling the clients’ receivables or other financial assets to an SPV. The transactions are often funded by the ING Bank administered multi seller Asset Backed Commercial Paper (ABCP) conduit Mont Blanc Capital Corp. (rated A-1/P-1). Mont Blanc Capital Corp. continues to fund itself externally in the ABCP markets. In its role as administrative agent, ING Bank facilitates these transactions by providing structuring, accounting, funding and operations services. ING Bank also provides support facilities (liquidity and program wide enhancement) backing the transactions funded by the conduit. Mont Blanc is fully consolidated into the ING Bank financial accounts.

Credit Risk tools

Credit Risk Policies

ING credit risk policies provide for generic rules and roles and responsibilities that should always prevail within ING Bank. While allowance is given for discretionary variation to comply with local regulations, such variations must always comply with the content of a global ING Bank wide credit risk policy and approved by (local) credit risk. All credit risk policies are created according to the policy development standards and reviewed on a regular basis. Each policy has a credit risk sponsor and is created in close consultation with the various stakeholders within credit risk, front office and where applicable other corporate departments. All policies require approval by the Credit Risk Committee (CRC) and where applicable (for instance in case of determining delegated authorities) by the Global Credit Committee (GCC).

Credit Risk systems and data standards

The acceptance, maintenance, measurement, management and reporting of credit risks at all levels of ING Bank is accomplished through promotion of single, common credit risk data standards and the integration into common credit risk tools that support standardised and transparent credit risk practices. ING has chosen to develop the credit risk tools centrally. Corporate Credit Risk Management (CCRM) together with the Bankwide Customer Domain (BCD) jointly designs and operates the tools, the process and the environment while the ING units (the users) provide the data input and various other ING departments and/or external regulators provide the rules, policies, and methodology embedded in the various tools.

The philosophy is to re-use the same data for all purposes, in an integrated approach that overlaps the three key areas of ING Bank policy, the regulatory environment in which we operate, and the daily processes which are active throughout the group. Overlapping these three areas is the essential requirement to ensure data quality standards and discipline remains high. The integrated approach is illustrated in the following diagram.

The CCRM/BCD customer-centric data model conforms strongly to the three core business needs of ING Bank:

• To transact efficiently with our counterparties;

• To be compliant with our internal and external obligations; and

• To monitor the risks we undertake.

The customer-centric approach ensures that ING Bank can react quickly to changing regulations, business needs and best practices in our dealings with our clients and prospects.

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Guiding principles regarding data elements

The guiding principles are that each data element should only be input once, and should have a clear ‘home’ system or database which is leading throughout all uses of that data element. From the data ‘home’, the data may then be redistributed to other systems or databases that may require that data in an automated straight through processing (STP) method. Depending on the need, the data may be transferred in real time, near real time, daily, weekly or monthly. This frequency of underlying data transfer is independent from the data transfer that may take place for consolidation purposes.

The main credit risk systems are all accessed through a portal (Vantage), which also provides global tools for the customer domain (GRID), compliance, and regulatory reporting.

ING Bank main credit risk systems

Global relationship database (GRID)

One global counterparty database for all incorporated entities throughout the world, GRID is leading for all data related to an organisation, such as ownership (legal and economic), legal name, industry code, town and country of residence, town and country of incorporation, customer type, and customer segment. The data in GRID is static, which implies that it does not change (on average) more than once per year.

The organisations in GRID include ING Bank’s counterparties and prospects. GRID also contains private individuals, who are in scope when they are Private Banking customers, Ultimate Beneficiary Owners (UBOs), related parties, or cover providers to businesses. GRID also contains ING’s contacts.

GRID’s cross-reference functionality is essential. It enables us to link company information from different internal and external databases, with different local identification codes. Additionally, ING Bank automatically uploads credit ratings (from S&P, Fitch, and Moody’s) and any (new) security ID (CUSIP, SEDOL, Bloomberg ID, or ISIN) on a daily basis, based on this cross-reference structure.

To ensure data integrity, GRID is reconciled on a weekly basis to over 17 external databases. Internally, GRID feeds data to 108 databases and additionally reconciles data for 122 systems.

ING Bank consolidated risk data warehouse (Vortex)

Vortex was built based on the credit risk requirements, which means it thinks, calculates and reports based on this concept. Vortex has three main functions and three main purposes. The three main functions of Vortex;

• Credit Risk Data Warehouse covering close to 100% of ING Bank credit risk exposure;

• Calculation Engine: Vortex calculates country risk, large exposure, exceptions, average limit/ Outstanding, provisions, economic capital and regulatory capital;

• Provide reports at a transactional, organisational, counterparty, department or ING Bank entity level.

The three main purposes of Vortex;

• Analysis for decision makers;

• Compliance: Vortex is compliant and meets the requirements set by the regulators;

• Disclosure: Vortex delivers reports to external rating agencies and investor relations.

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Integrated credit process environment (STARpro)

STARpro is an integrated suite of applications, which manages various workflow processes related to counterparty on-boarding for most of the commercial and business banking activities. STARpro is actually a series of interrelated functions that are required to seek approval, such as:

• Financial statements import and projection analysis;

• Establishing and appealing risk ratings;

• Customer due diligence (CDD) Risk Level determination;

• MiFID classification determination;

• Environment and social responsibility reviews

• Determining loan pricing;

• Seeking credit risk approval (the analysis);

• Administration of (standardised) documentation;

• Problem loan management and determining the level of ISFA provisions;

• Document management (an electronic library);

• Research reports from external rating agencies (S&P, Fitch, Moody’s, and Graydon) as well as internal equity research;

• STARpro automatically receives organisation data from GRID and exposure information from Vortex.

The Financial Statements module provides the user with the ability not only to register a company’s financial statements in a common (IFRS-based) format, but also to project the company’s future financial position as a result of the transactions contemplated. This allows the common view on the company’s financial status to be communicated throughout ING and to form a consistent basis on decision making processes relying on financial information. This data is then aggregated and presented on the (read-only) browser-based Financial Statements component of STARpro.

Financial Statements data is automatically forwarded to Risk Rater, where it is incorporated into one of the various probability of default rating models. Risk Rater contains two kinds of rating models:

• Automated, whereby the data for a large number of counterparties is automatically processed from the source systems on a periodic (usually monthly) basis to determine new risk ratings; and

• Manual ratings, which are calculated on an individual basis and where the user is required to also answer additional subjective questions in order to create a rating.

Once a rating is approved the rating results are forwarded in real time to GRID. GRID then redistributes the rating (update) to the subscribing systems.

The Loan Pricer module is used to price loans and investments. It accesses existing data from within Vantage for existing deals and uses this data in the loan pricing component, a tool which assists the user in structuring and optimising a deal, while determining if the transaction meets ING Bank’s internal risk/reward requirements. Functionality includes the ability to create and compare different scenarios, and to search for break-even values.

The Approval Package module supports the credit approval process by automating the creation and management of credit application documents and routing them to reviewers and approvers. Approval Package is the tool that collects the data from all of the other modules (including data received from other STARpro modules and all exposure data from Vortex), in order to put together the credit application package. For annual reviews, the user is required to check the existing data (sourced from their local tools via Vortex), and make any requested changes. For new deals, the user (usually an account manager) inputs the entire deal structure (using local source system codes) directly into Approval Package. The tool then has a workflow function to guide the credit application through the credit approval process.

The Problem Loans module is used to create provisions for organisations where the rating is set to 20, 21 or 22 and the outstanding is equal or bigger than the threshold (in general 1 million Euro, in individual cases or for certain units, the threshold could be lower). It also records detailed information on organisations in default. In addition the Problem Loan tool supports the problem loan provisioning process by automating the creation of problem loan applications and routing provisioning proposals to designated reviewers and approvers. It also provides a centralised ING Bank-wide repository for problem loan applications. All relevant policies, regulations and methodologies are as much incorporated in the systems as possible, providing an integrated approach.

Credit Risk reporting

Credit risk reporting is a crucial element of credit risk management. Regulators and ING Bank’s management increasingly recognise the value of risk-reporting systems and accessibility of data to monitor trends as well as to keep consistency and credibility in published data. A dedicated credit risk reporting department addresses various reporting requirements as well as key reporting principles.

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Role of reporting department

The credit risk reporting department contributes in the following ways to CRM:

• Provides periodic overviews of credit capital, migration of risk weighted assets, concentration overviews by industry/sector/counterparty names required or requested by the DNB and other European regulators;

• Participate in the various exercises/simulations conducted by regulators and other policy-makers by being transparent in the data and analysis shared, to allow useful results and work towards more stable and efficient financial markets;

• Provides senior management and other risk departments an insight showing trends and quantitative as well as qualitative analysis in material risk areas within ING Bank in a comprehensive and simplified manner to facilitate informed decision-making;

• Addresses ad hoc requests from regulators, analysts and rating agencies and other external stakeholders which are driven by current market events impacting specific regions, portfolios or counterparties;

• Serves as a control function by analysing various portfolios and comparing them to certain risk policies. In addition, significant monthly portfolio changes are analysed and reviewed.

ING Bank’s reporting principles

The Basel Committee on Banking Supervision (BCBS) released a consultative paper in June 2012, entitled ‘Principles for Effective Data Aggregation and Risk Reporting’. The paper stems from a recommendation made by the Financial Stability Board (FSB) and outlines 11 key principles for global systemically important banks to follow. ING Bank has done a self-assessment and rates itself satisfactory or better on all principles. Nonetheless, gaps have been identified in certain sub-portfolios and actions are being planned to further improve the credit information technology and reporting. The following are the key principles based on which this information is obtained and shared:

• Accuracy: Reports made by analysts are peer-reviewed, management reviewed, reconciled with other publications for consistence and validated by responsible departments.

• Timeliness: Up to date information is provided to stakeholders in a timely and dynamic manner to ensure relevance and usefulness in this quickly changing economic environment;

• Completeness: ING Bank’s reporting tools capture and aggregate all credit risk data across the banking group providing a complete overview within the depth and scope of ING Bank’s operations and risk profile;

• Adaptability: Reporting systems and tools are enabled with various filters and options which allow the reporting department to quickly aggregate risk data to meet a broad range of ad hoc requests;

• Auditability: Data, sources and methods used for reporting are maintained in a proper and clear manner which is audited by external sources to ensure credibility and efficiency.

Credit Risk Portfolio

ING Bank’s credit exposure is mainly related to traditional lending to individuals and businesses followed by investments in bonds and other securitised assets. Loans to individuals are mainly mortgage loans secured by residential property. Loans (including guarantees issued) to businesses are often collateralised, but can be unsecured based on internal analysis of the borrowers’ creditworthiness. Bonds in the investment portfolio are generally unsecured. Securitised assets such as Mortgage Backed Securities and Asset Backed Securities are secured by the pro rata portion of the underlying diversified pool of assets (commercial or residential mortgages, car loans and/or other assets) held by the security‘s issuer. The last major credit risk source involves pre-settlement exposures which arise from trading activities, including derivatives, repurchase transactions and securities lending/borrowing and foreign exchange transactions.

Risk rating buckets per line of business

Risk rating buckets are defined based upon the quality of the exposures in terms of creditworthiness, varying from investment grade to problem grade expressed in S&P, Moody’s and Fitch/IBCA equivalents.

Risk classes ING Bank portfolio, as % of total outstandings ⁽¹⁾

		Commercial Banking						Retail Banking Benelux						Retail Banking International (2)						Corporate Line						Total ING Bank
		2012			2011			2012			2011			2012			2011			2012			2011			2012			2011
1	(AAA)		2.9	%		2.9	%		0.0	%		0.0	%		7.6	%		9.6	%		0.8	%		6.1	%		3.3	%		4.5	%
2 – 4	(AA)		12.6	%		17.7	%		5.1	%		4.2	%		16.0	%		16.0	%		80.5	%		81.9	%		12.5	%		13.8	%
5 – 7	(A)		19.3	%		20.4	%		5.8	%		5.1	%		21.2	%		17.8	%		9.0	%		10.5	%		15.0	%		15.0	%
8 – 10	(BBB)		25.5	%		24.6	%		42.6	%		42.8	%		26.7	%		29.2	%		0.8	%		0.7	%		31.1	%		31.3	%
11 – 13	(BB)		25.4	%		22.4	%		34.6	%		37.3	%		20.9	%		15.9	%		0.2	%		0.3	%		26.7	%		24.1	%
14 – 16	(B)		8.9	%		8.2	%		6.2	%		5.4	%		5.5	%		8.1	%		0.4	%					6.8	%		7.3	%
17 – 22	(CCC & Problem Grade)		5.4	%		3.8	%		5.7	%		5.2	%		2.1	%		3.4	%		8.3	%		0.5	%		4.6	%		4.0	%
			100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

⁽¹⁾ Based on credit risk measurement contained in lending, pre-settlement, money market and investment activities. The ratings reflect probabilities of default and do not take collateral into consideration.

⁽²⁾ Covered bonds are presented on the basis of the external credit rating of the issuer in question. Covered bond issues generally possess a better external credit rating than the issuer standalone, given structural features of such covered bonds.

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Notes to the consolidated financial statements continued

The relative shifts in rating classes 1 and 17 – 22 for Corporate Line are the results of the run off of certain ING securitisation programs and the inclusion of parts of the ING Direct ALT-A portfolio in the Corporate Line after the sale of ING Direct US, respectively. On a total portfolio level, in absolute numbers, these changes are negligible.

Credit Risk types

Within the Lending portfolio, by nature the largest risk category with 78%, there was an upward shift towards rating classes A and AA. In these buckets a noticeable shift in outstandings was seen from Central Governments to Private Individuals, in line with ING’s continuous focus on core clients. In the Investment portfolio there was a shift to better risk categories across the Institutions portfolio. Bond investments especially in Southern Europe were actively de-risked. The decrease in the AA bucket for Money Market is directly related to less deposits given to the Dutch and North American central banks. The decrease in the AAA bucket for Investment is directly related to the divestment of Direct US and Direct Canada.

Risk classes ING Bank portfolio per credit risk type, as % of total outstandings ⁽¹⁾

		Lending						Investment						Money Market						Pre-settlement						Total ING Bank
		2012			2011			2012			2011			2012			2011			2012			2011			2012			2011
1	(AAA)		1.4	%		1.6	%		12.9	%		18.9	%		9.8	%		1.4	%		3.5	%		2.9	%		3.3	%		4.5	%
2 – 4	(AA)		6.3	%		5.2	%		45.3	%		38.3	%		35.5	%		71.6	%		11.0	%		17.0	%		12.5	%		13.8	%
5 – 7	(A)		10.7	%		9.4	%		18.2	%		23.9	%		35.7	%		19.3	%		54.9	%		50.9	%		15.0	%		15.0	%
8 – 10	(BBB)		36.1	%		37.8	%		11.4	%		13.3	%		13.4	%		2.7	%		17.4	%		18.5	%		31.1	%		31.3	%
11 – 13	(BB)		31.6	%		31.5	%		9.3	%		2.2	%		5.4	%		4.9	%		10.1	%		8.2	%		26.7	%		24.1	%
14 – 16	(B)		8.4	%		9.7	%		1.1	%		0.4	%		0.2	%		0.1	%		1.9	%		1.7	%		6.8	%		7.3	%
17 – 22	(CCC & Problem Grade)		5.5	%		4.8	%		1.8	%		3.0	%		0.0	%		0.0	%		1.2	%		0.8	%		4.6	%		4.0	%
			100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

⁽¹⁾  Based on credit risk measurement contained in lending, pre-settlement, money market and investment activities. The ratings reflect probabilities of default and do not take collateral into consideration.

Risk industry concentration

ING Bank uses a common industry classification methodology based on the NAICS system (North American Industry Classification System). This methodology has over 1,500 detailed industry descriptions, which are aggregated into 22 industry classes at the highest level. Certain countries require ING Bank to report locally based on other industry classification methodologies, which are generally derived from the NAICS classifications presented here. Residential mortgages are generally only extended to private individuals.

As part of the focus on core clients, ING Bank further reduced its relative exposure to central governments and banks and the financial sector while growing the private individual and corporate portfolios. The category Central Banks reduced considerably as less excess liquidity was deposited at Central Banks.

Risk concentration: ING Bank portfolio, by economic sector ⁽¹⁾

	Commercial Banking						Retail Banking Benelux						Retail Banking International						Corporate Line						Total ING Bank
	2012			2011			2012			2011			2012			2011			2012			2011			2012			2011
Private Individuals		0.0	%		0.0	%		75.4	%		75.3	%		58.4	%		55.0	%								42.9	%		41.2	%
Commercial Banks		12.8	%		16.2	%		0.2	%		0.2	%		12.3	%		11.1	%		9.2	%		14.9	%		8.1	%		9.8	%
Real Estate		14.9	%		13.0	%		4.6	%		4.5	%		1.1	%		0.9	%								7.0	%		6.2	%
Non-Bank Financial Institutions		11.1	%		10.7	%		0.9	%		1.1	%		8.3	%		14.5	%		10.6	%		4.5	%		6.8	%		9.4	%
Central Governments		9.7	%		10.7	%		0.9	%		0.9	%		4.6	%		6.6	%		79.5	%		48.5	%		6.7	%		6.5	%
Natural Resources		13.3	%		10.9	%		0.4	%		0.4	%		0.7	%		0.4	%								4.9	%		4.1	%
Transportation & Logistics		6.9	%		5.9	%		1.2	%		1.3	%		0.2	%		0.2	%								2.9	%		2.5	%
Central Banks		6.0	%		9.6	%		0.1	%		0.1	%		2.2	%		3.3	%					30.7	%		2.8	%		4.6	%
Lower Public Administration		0.5	%		0.4	%		1.9	%		1.4	%		5.9	%		4.4	%								2.6	%		2.1	%
Services		3.4	%		3.3	%		3.1	%		3.3	%		0.5	%		0.3	%					0.5	%		2.4	%		2.2	%
Food, Beverages & Personal Care		3.5	%		3.0	%		2.1	%		2.1	%		1.1	%		0.6	%					0.0	%		2.3	%		1.9	%
General Industries		3.4	%		3.3	%		1.4	%		1.5	%		1.4	%		0.8	%		0.4	%					2.1	%		1.9	%
Builders & Contractors		2.7	%		2.4	%		1.9	%		2.0	%		1.3	%		0.8	%								2.0	%		1.7	%
Other		11.8	%		10.6	%		5.9	%		5.9	%		2.0	%		1.1	%		0.3	%		0.9	%		6.6	%		5.9	%
Total		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

⁽¹⁾  Based on the total amount of credit risk in the respective column using ING Bank’s internal credit risk measurement methodologies. Economic sectors below 2% are not shown separately but grouped in Other.

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Notes to the consolidated financial statements continued

Country Risk

In 2012 a more comprehensive Country Risk Framework was implemented which resulted in enhanced disclosure of country risk information. For comparison reasons, we have used the same framework settings for the 2011 figures.

The largest relative geographic area of growth was Rest of Europe which was mainly due to increased exposure to Private Individuals in Turkey and Poland. Germany was the second region in terms of relative growth which was also due to increased exposure to Private Individuals.

In line with ING Bank’s de-risking strategy, the portfolio developments in the Americas showed the biggest relative decline due to the sale of ING Direct US and ING Direct Canada. Exposure in the Netherlands continued to decline mainly due to decreased exposure to the Dutch Central Bank.

Exposure continued to grow in core home markets of Europe, while declining in North America due to the sale of the units ING Direct US and Canada in the course of 2012. This also had a large relative effect and far outweighed any currency movements.

Largest economic exposures: ING Bank lending portfolio, by geographic area ⁽¹⁾

	Commercial Banking						Retail Banking Benelux						Retail Banking International						Corporate Line						Total ING Bank
	2012			2011			2012			2011			2012			2011			2012			2011			2012			2011
Netherlands		15.5	%		18.6	%		72.5	%		73.7	%		0.6	%		3.4	%		76.6	%		83.4	%		31.1	%		29.1	%
Belgium		8.0	%		7.5	%		25.7	%		24.3	%		0.6	%		0.3	%		0.3	%		0.5	%		11.5	%		9.6	%
Germany		4.0	%		4.2	%		0.2	%		0.1	%		39.2	%		25.5	%		2.2	%		5.4	%		12.6	%		10.4	%
Rest of Europe		45.1	%		41.6	%		1.3	%		1.2	%		36.3	%		27.8	%		10.6	%		8.0	%		27.7	%		25.4	%
Americas		15.0	%		16.1	%		0.2	%		0.2	%		1.0	%		28.0	%		10.3	%		2.6	%		6.2	%		15.7	%
Asia/Pacific		11.8	%		11.5	%		0.1	%		0.1	%		22.3	%		15.0	%		0.0	%		0.1	%		10.7	%		9.5	%
Rest of World		0.6	%		0.5	%		0.0	%		0.4	%		0.0	%		0.0	%		0.0	%		0.0	%		0.2	%		0.3	%
Total		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

⁽¹⁾  Geographic areas are organisation based and for private individuals based on country of residence.

Credit Risk Mitigation

As with all financial institutions and banks in particular, ING Bank is in the business of taking credit risks in an informed, controlled and measured fashion. As such, the creditworthiness of our customers, trading partners and investments is continually evaluated for their ability to meet their financial obligations to ING Bank. ING Bank uses different credit risk mitigation techniques, of which entering into Master Agreements, Collateral Agreements and CDS contracts are the main techniques used.

Compensation and master agreements

ING Bank uses various market pricing and measurement techniques to determine the amount of credit risk on pre-settlement activities. These techniques estimate ING Bank’s potential future exposure on individual and portfolios of trades. Master agreements and collateral agreements are frequently entered into to reduce these credit risks.

ING Bank matches trades with similar characteristics to determine their eligibility for offsetting. This offsetting effect is called ‘compensation’. Subsequently, ING Bank reduces the amount by any legal netting that may be permitted under various types of Master Agreements, such as ISDAs, GMRAs, GMSLAs, etc. Lastly, the amount is further reduced by any collateral that is held by ING Bank under CSAs or other similar agreements.

The use of Central Clearing Parties (CCPs) is becoming an increasing element of the derivative business. CCPs do not really mitigate the counterparty risk. Instead, the credit risk is shifted from Counterparties to CCPs. By year end 2012 the notional Pre-Settlement exposure that was cleared via CCPs increased by 50%.

Collateral policies

During the assessment process of creating new loans, trading limits, or making investments, as well as reviewing existing loans trading positions and investments, ING Bank determines the amount and type of collateral, if any, that a customer may be required to pledge to ING Bank. Generally, the lower the perceived creditworthiness of a borrower or financial counterparty, the more collateral the customer or counterparty will have to provide. Within counterparty trading activities, ING Bank actively enters into various legal arrangements whereby ING Bank and/or counterparties may have to post collateral to one another to cover market fluctuations of their relative positions. Laws in various jurisdictions also affect the type and amount of collateral that ING Bank can receive or pledge. The type of collateral which is held as security is determined by the structure of the loan or position. Consequently, since ING Bank’s portfolio is diversified, the profile of collateral it receives is also diversified in nature. The one exception is residential mortgages which comprise a significant part of the lending portfolio. Per definition, residential mortgages are collateralised by housing. ING Bank maintains the residential mortgage collateral in its centralised data base and in most cases uses external data to index the market value.

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Notes to the consolidated financial statements continued

As part of its securities financing business, ING Bank entities actively enter into agreements to sell and buy back marketable securities. These transactions can take many legal forms. Repurchase and reverse repurchase agreements, buy/sellback and sell/buyback agreements, and securities borrowing and lending agreements are the most common. The amount of marketable securities that ING Bank held as collateral under these types of agreements was EUR 88.4 billion at 31 December 2012 and EUR 74.0 billion at 31 December 2011. Overall open securities financing trades showed a small increase at year end 2012 compared to year end 2011. These amounts exclude the cash leg of the respective transactions, as well as any pledges of securities under Tri-Party agreements (as the underlying is not directly pledged to or owned by ING Bank). As a general rule, the marketable securities that have been received under these transactions are eligible to be resold or repledged in other (similar) transactions. ING Bank is obliged to return equivalent securities in such cases.

Repossession policy

It is ING Bank’s general policy not to take possession of assets of defaulted debtors. Rather, ING Bank attempts to sell the assets from within the legal entity that has pledged these assets to ING Bank, in accordance with the respective collateral or pledge agreements signed with the obligors. In those cases where ING Bank does take possession of the collateral, ING Bank generally attempts to sell the assets as quickly as possible to prospective buyers. Based on internal assessments to determine the highest and quickest return for ING Bank, the sale of repossessed assets could be the sale of the obligor’s business as a whole (or at least all of its assets), or the assets could be sold piecemeal. With regard to the various mortgage portfolios, ING Bank often has to take possession of the underlying collateral but also tries to reduce the amount of time until resale.

Credit derivatives

ING Bank actively participates in the credit risk derivative (CDS) trading market, as a net purchaser of credit risk protection from other counterparties. ING Bank has purchased a small amount of credit risk protection for hedging purposes, usually in order to reduce concentration on certain ‘legal one obligor groups’ without having to reduce ING Bank’s relationship banking activities. ING Bank does not actively sell credit default swaps for hedging or investment purposes. Although Basel II rules permit a reduction of credit risk capital under certain circumstances where ING Bank has purchased CDS protection, ING Bank does not currently make use of this provision in determining its Basel II capital base.

Credit Covers

At ING Bank, cover is a term which is defined as any security, lien, mortgage, or collateral interest in an asset or guarantee, indemnification or undertaking received (either by contract and/or by law) that is intended to reduce the losses incurred subsequent to an event of default on an obligation (usually financial in nature) a customer may have towards ING Bank. Within ING Bank, covers are subdivided into two distinct groups, called collateral and promises. Reference is made to credit risk management classification as included in the accounting policies for the consolidated annual accounts for a reconciliation between credit risk outstandings categories and financial assets.

Collateral

Collateral is a security interest in assets. If the customer defaults on its promised performance, the asset is given as collateral or security for that obligation is liquidated, such that the proceeds can be applied towards full or partial compensation of the pledgor’s (financial) obligation to ING Bank. Assets have monetary value and are generally owned by the person or organisation, which gives them as collateral to ING Bank. An asset may be tangible, like plant & machinery, buildings, bonds, receivables etc. or intangible like patents, copyrights and trademarks.

In the table below the residential mortgage portfolio, the mortgage collateral amounts and the commercial banking related exposures and its attached collaterals are shown. Please note that the figures shown for the AIRB portfolio are based on official regulatory settings, amongst others resulting in collateral values before haircuts, as, if and when applicable. The exposure classes shown are based on Basel II Accord exposure classes. ING Bank records collateral values per facility: for the AIRB portfolio, these figures are based on original cover values, although some business units attempt to update to actual market values. This is inherently difficult in volatile markets. Some facilities have various levels of collateral; others have no collateral at all. Looking at the total figures may not reflect the collateral value per facility.

Promises

Promises are defined as a legally binding declaration by persons or organisations that give ING Bank the right to expect and claim from those persons or organisations if ING Bank’s customer fails on its obligations to ING Bank. Common examples are guarantees received and letters of credit.

The following table shows the regulatory credit risk exposures at default and cover values per line of business: Retail Banking (comprising both Benelux, Direct & International) and Commercial Banking. Exposures for Retail Banking are reported for the most relevant retail product being Residential Mortgages while the remaining regulatory exposures at default are classified as Retail SME Retail.

Exposures at default for Commercial Banking are reported for the most relevant exposure classes being Institutions, Corporate and Central Governments and Central Banks. Regulatory credit risk exposure at default is inclusive of both on balance and off balance sheet exposures, and of all risk categories.

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Notes to the consolidated financial statements continued

For each product or category, the cover amounts are then reported for the most relevant collateral categories being Mortgages and Eligible Financial Collateral (including cash and securities), and for the most relevant Promises category being Guarantees. The remaining collaterals and promises are included in the category Other.

In 2012, ING Bank changed the way it allocated guarantees at the request of DNB. The goal was to ensure that no guaranteed risk weight is lower than the risk weight of the guarantor on an unsecured basis. In order to ensure this calculation, ING removed two conservative cover allocation methods related to guarantees. Previously, guarantees were allocated by borrower group instead of facility and a maximum of 100% of the facility was used for guarantees. These two elements have been eliminated in 2012. In addition, ING Lease has begun classifying certain purchase obligations as guarantees. The net effect of these changes is that the amount of guarantees in 2012 is not directly comparable with the 2011 level.

Performing Assets – Cover values including guarantees received** – AIRB Portfolio based

	READ*				Total Credit Covers*****				Mortgages****				Eligible Financial Collateral				Guarantees***				Other
	2012		2011		2012		2011		2012		2011		2012		2011		2012		2011		2012		2011
Retail
Residential Mortgages		289,044		335,099		445,727		505,991		412,926		465,778		n.a		n.a		32,636		39,971		165		242
Retail SME		34,764		35,987		31,424		29,855		14,604		16,201		764		776		7,338		3,897		8,718		8,980
Total Retail		323,808		371,086		477,151		535,846		427,530		481,979		764		776		39,974		43,868		8,883		9,222
Commercial
Institutions		85,226		99,703		14,271		10,183		82		90		92		406		13,528		9,079		569		609
Corporate		243,508		265,030		203,263		186,030		79,458		82,195		16,518		12,965		36,922		28,965		70,365		61,904
Central Governments and Central Banks		84,462		107,613		1,731		2,879		135		83		3		12		1,520		2,726		73		58
Total Commercial		413,196		472,346		219,265		199,092		79,675		82,368		16,613		13,383		51,970		40,770		71,007		62,571
Total		737,004		843,432		696,416		734,938		507,205		564,347		17,377		14,159		91,944		84,638		79,890		71,793

* Regulatory Exposure At Default based on Basel II Accord.

** Excluding intercompany positions.

*** Guarantees received can be additional to pledges and not necessarily replace covers.

**** The used valuations methods for the underlying covers may vary per cover.

***** Credit covers are the sum of all existing covers. Excess cover amounts on specific loans cannot be put in place for loans without covers.

Therefore, the figures shown in the table should not be used for netting calculation purposes.

The cover tables show a breakdown of ING Bank’s retail and commercial portfolios. The Residential Mortgages portfolio relates to private individuals and small and medium sized enterprises. The growth in this portfolio was mainly driven by Germany. After the sale of ING Direct USA and ING Direct Canada, ING Bank’s residential mortgage portfolio outstandings decreased to approximately 39% of ING Bank’s credit outstandings. The Financial Institutions portfolio is comprised of commercial banks and non-bank financial institutions. Corporates range from large enterprises to small and medium sized companies. Central governments and central banks consist of all governmental layers, from local to national and central banks. The decrease in this portfolio was mainly driven by exposure in The Netherlands.

Loan-to-Value (LTV)

The LTV ratio relates the total loan amount to the market value of the collateral. The market value is usually the registered value as adopted from the valuation report of a qualified appraiser or valuer. ING Bank has a team of specialists for the valuation of real estate, which is supplemented with external and desk top valuation. In some countries residential mortgages are covered by governmental or commercial insurers. For example the Nationale Hypotheek Garantie (NHG) in The Netherlands, which guarantees the repayment of a loan in case of a forced property sale. The LTV in The Netherlands is relatively high, but is partially compensated by the NHG guaranteed portfolio and other secondary covers, such as life insurance policies, savings and investment products.

When available, indexation is applied to re-evaluate the collateral to the present value. In the LTV calculation the following property covers are included: residential and industrial/commercial properties, land and applicable other fixed assets. All other covers are excluded.

ING Bank’s residential mortgage portfolio outstandings amount to EUR 296 billion, making up 39% of the total ING Bank credit risk outstandings. The average LTV of the total residential mortgage portfolio amounts to 79% (2011: 75%).

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Notes to the consolidated financial statements continued

In the cover table below the performing and nonperforming Residential Mortgages in the Retail SA portfolio are shown, together with the original cover values.

Cover values Residential Mortgages – SA Portfolio based

	READ*				Mortgages**
	2012		2011		2012		2011
Retail
Residential Mortgages Performing Assets		11,334		10,528		26,216		25,342
Residential Mortgages Problems Assets		26		16		93		106
Total Residential Mortgages		11,360		10,544		26,309		25,448

* Regulatory Exposure At Default based on Basel II Accord

** Based on original cover value

Credit quality

Since the beginning of the crisis, increases in past due obligations, impaired loans, provisions and problem loans in general have occurred in the ING credit risk portfolio. Due to the continued economic pressure and low investor appetite, the restructuring of files is getting more complicated and as a result, the average turnaround time of the files at Global Credit Restructuring has increased. In the work out practice, ING faces an increasing number of situations where the traditional Plan A is not a realistic possibility. Plan A generally consists of an amicable restructuring agreement with the present owner and, sometimes, the executive management, based on debt reduction, additional collateral or external equity versus improved conditions and risk / reward profile for the bank. Other cases demand another arrangement or a Plan B – a lender led solution where the bank(s) temporarily take ownership or take the company through, pre-packaged, insolvency to find a new strategic partner, which can add value in terms of liquidity, synergies and management. Successful restructuring outcomes are more difficult to achieve.

Past-due obligations

ING Bank continually measures its portfolio in terms of payment arrears. Particularly the retail portfolios are closely monitored on a monthly basis to determine if there are any significant changes in the level of arrears. Generally, an obligation is considered ‘past-due’ if a payment of interest or principal is more than one day late. In practice, the first 5-7 days after an obligation becomes past due are considered to be operational in nature for retail loans and small businesses portfolios. After this period, letters are sent to the obligor reminding the obligor of its (past due) payment obligations. If the arrear still exists after 90 days, the obligation is transferred to one of the ‘problem loan’ units. In order to reduce the number of arrears, ING banking units encourage their obligors to set up automatic debits from their (current) accounts to ensure timely payments.

Credit quality: ING Bank portfolio, outstandings

	2012		2011
Neither past due nor impaired		712,020		849,283
Past due but not impaired (1 – 90 days) (1)		6,579		6,649
Impaired (2)		14,928		13,382
Total		733,527		869,314

⁽¹⁾  Based on lending (consumer loans and residential mortgages only).

⁽²⁾  Based on credit risk measurement contained in lending and investment activities.

Aging analysis (past due but not impaired): ING Bank portfolio, outstandings ⁽¹⁾

	2012		2011
Past due for 1 – 30 days		5,350		5,455
Past due for 31 – 60 days		1,142		1,111
Past due for 61 – 90 days		87		83
Total		6,579		6,649

⁽¹⁾  Based on lending (consumer loans and residential mortgages only). The amount of past due but not impaired financial assets in respect of non-lending activities was not material.

ING Bank considers past due loans to be those loans where any payment of interest or principal is more than one day past due. The methodology is principally extended to loans to private individuals, such as residential mortgage loans, car loans, and other consumer loans. For business loans (governments, institutions, corporates), ING Bank has adopted a policy to classify the obligor as a problem loan as quickly as possible upon the occurrence of a payment default. This can even occur before a payment default has taken place. Therefore, the concept of past due loans does not exist for these types of obligors (and hence the reason why certain exposure classes show no figures).

As a general rule, ING Bank considers business loans as non-performing after a payment default of fourteen days. This is much stricter than required under the Basel 2.5 definition.

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Notes to the consolidated financial statements continued

Forbearance

Forbearance activities are activities that are employed in order to maximise collection opportunities and, if possible, avoid default, foreclosure or repossession. Such arrangements include extended payment terms, a reduction in interest and/or principal repayments, approved external debt management plans, debt consolidations, the deferral of foreclosures and other modifications. Forbearance may be an effective measure to avoid default, foreclosure or repossession, but there remains a risk that default, foreclosure or repossession may still occur, despite forbearance being offered.

ING Bank applies forbearance activities to a limited extent in accordance with its Retail Loan Modification policy. Each ING Bank business unit that applies forbearance activities has established clear criteria to determine a client’s eligibility for a loan modification, procedures to verify a client’s representations and specific approval mandates. Such criteria, procedures and mandates are approved by local credit risk management. Credit risk management monitors the performance of clients with modified loans at least on a monthly basis.

Clients that are offered a loan modification, and who have accepted such modification, are assigned a specific risk rating and PD. A loan modifications is, on itself, not considered as a credit default trigger, but may be applied to loans that are in default based on other triggers. For significant loan modifications, the difference between the net present value of expected future cash flows before and after the modification is charged to the profit and loss account and added to the loan loss provision. All modified loans are flagged in the credit risk systems. Loan modifications include one or more of the following (i) tenor extension, (ii) temporary interest-only payments, (iii) loan consolidation and (iv) refinancing.

In certain circumstances ING grants borrowers postponement and/or reduction of loan principal and/or interest payments for a temporary period of time to maximise collection opportunities and, if possible, avoid default, foreclosure or repossession. When such postponement and/or reduction of loan principal and/or interest payments is executed based on credit concerns it is also referred to as ‘forbearance’. In general, forbearance represents an impairment trigger under IFRS. In such cases, the net present value of the postponement and/or reduction of loan and/or interest payments is taken into account in the determination of the appropriate level of loan loss provisioning as described below. If the forbearance results in a substantial modification of the terms of the loan, the original loan is derecognised and a new loan is recognised at its fair value at the modification date.

ING Bank does not have a wide spread forbearance practice leading to financial losses in its business units. Most of the renegotiated loans are typically not impaired – which is valid for all loans where the renegotiated terms are (still) based on current market rates and contractual agreed cash flows are expected to be collected in full during the life of the loan. Modifications of loans which do not affect payment agreements, such as restructuring in relation to loan elements including collateral, structure and (waivers of) covenant rights, are not seen as sufficient indicators of impairment in themselves.

In Corporate Banking, (potentially) problematic loans are typically assessed on an individual basis and the occurrence of an impairment (or Basel II) default trigger – including the ‘unlikely to pay’ default trigger. This assessment is done on a quarterly basis, and will lead to the calculation of a loan loss provision whenever ING Bank estimates that not all contractual cash flows will be collected over time – in which case the loan asset is considered no longer ‘money good.’

In Retail Banking, the (re)modified loans are segregated from the other parts of the loan portfolio for collective impairment assessment to reflect the possibility of higher losses in this segment and to recognise the financial loss that already has occurred – e.g. the contractual agreed interest rate reduction for a period of time. The applicable Model PD’s and LGD’s for these loan portfolios are – also on a quarterly basis – monitored whether they still reflect the historical and also latest loss observations – and will be adjusted when this is no longer the case.

ING knows three different types of loan assets in which a (definite, non-recoverable) financial loss was incurred.

• Corporate Banking: Troubled Debt Restructuring (risk rating 20)

• Corporate Banking: Fair Value Adjustment (risk rating better than 20)

• Retail Banking: (re)Modified Loans to Private Individuals (mostly Mortgages)

ING defines a loan as a Troubled Debt Restructuring (TDR) when a combination of the following is applicable (i) the loan is already impaired, (ii) NG Bank will or is likely to incur a loss by means of concessions agreed with the Borrowers and (iii) The company will not be liquidated, i.e. can be restructured and made financially healthy again. Within ING Bank, TDRs have a risk rating of 20. Impaired Borrowers that are unable to reach a consensual restructuring will either repay or will likely end up in liquidation and, in the latter case, be risk rated 21 or 22 (and are not considered to be TDR). Likewise all (potentially) problematic Borrowers, regardless of label being Watch list, Restructuring or Recovery, and where ING has not (yet) agreed to a concession leading to a financial loss, are not considered to be TDRs.

In all three cases, ING has incurred, or will incur a financial loss, which was accepted for non-commercial reasons. In the TDR case, the (loan loss) provision will be at least equal to the financial loss incurred.

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Notes to the consolidated financial statements continued

Corporate Banking: Troubled Debt Restructurings

The total portfolio of loans classified as TDR amounted to EUR 1.2 billion in 2012.

Corporate Banking: Troubled Debt Restructuring

Region	2012		2011
UK		533		536
Netherlands		479		276
Germany		98		102
India		73		52
Poland		53		29
Italy		14		15
Austria		4		4
Russia		2		3
Czech Republic		1		2
Total		1,257		1,019

Corporate Banking: Fair Value Adjustment

There are loan situations where we have entered into a troubled debt restructuring (and have incurred a financial loss) but where we expect the Borrower to fully perform the restructured debt service. In such a case, the Borrower may be upgraded to a regular / performing Risk Rating – implying that the restructured debt is money good – while the loss is reflected in a Fair Value Adjustment to the original asset. In such a case the original loan asset will be derecognised and administered / rebooked as a new loan however with a lower carrying value than the original loan value – the difference being the fair value adjustment. As per 2012, ING Bank recognised EUR 189 million (2011: EUR 97.2 million) of Fair Value adjustments on EUR 1.3 billion of original exposure (EUR 1.1 billion in 2011) for the Corporate Lending

Corporate Banking: FVA on Corporate Loans

Region	2012*		2011*
UK		730		553
Spain		485		485
Total		1,215		1,038

* Outstandings at moment of FVA.

Retail Banking: (re)Modified Loans to Private Individuals

ING Bank applies forbearance activities to a limited amount in accordance with the Retail Loan Modification policy. Under this policy, each ING bank business units should have clear criteria to determine a client’s eligibility for a loan modification, procedures to verify client’s presentation and specific approval mandates. Credit Risk Management monitors the performance of clients with modified loans at least on a monthly basis. All modified loans are flagged in the credit risk systems. Clients that are offered a loan modification, and who have accepted such modification, are assigned a specific risk rating and PD.

In the Retail Banking environment the (re)modified loan will normally reflect a fair value adjustment as in the Corporate Banking environment. In most cases, the (re)modification will lead to an interest reduction during the tenor of the loan. The financial loss, expressed as Net Present Value loss (or again Fair Value Adjustment), will be calculated as the difference between the market conform interest and the actual agreed interest x the tenor of the (re)modified loan, or NPV((Market Interest – Contractual Interest) x tenor in years). The outcome of this calculation will be deducted from the original carrying value of the loan, the original loan asset will be derecognised and replaced by a new FVA asset with a lower carrying value, reflecting the financial loss incurred.

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Notes to the consolidated financial statements continued

As per 2012, ING Bank Retail reported EUR 291 million (EUR 1.6 billion in 2011) of Loan Modifications:

Retail Banking: Remodified Loans, outstandings and number of clients

		Outstanding				Clients
Region	Customer Segments	2012		2011		2012		2011
Belgium	Consumer Lending & Mortgages		139		127		913		725
Australia	Mortgages		60		43		265		196
Spain	Mortgages		52		30		304		173
UK	Mortgages		25		12		65		35
Italy	Mortgages		7		6		62		54
Romania	Consumer Lending & Mortgages		5		12		316		566
Poland	Consumer Lending & Mortgages		2		1		327		173
Luxembourg	Mortgages		1				3		1
Netherlands*	Mortgages		n.a				n.a
Turkey	Consumer Lending & Mortgages				1		19		182
US	Mortgages				1,364				3,417
Germany	Consumer Lending & Mortgages
Total			291		1,596		2,274		5,522

* ING Domestic Bank Netherlands has a loan modification policy where modified customers are considered in default. These loans are tracked as defaulters and not under the Retail Loan Modification policy. These clients are not included in the above table. This is a conservative approach as most of these clients are current on their obligations. ING is considering to transfer these clients from the default category to remodified loans in order to provide better comparison to other Dutch mortgage providers and other international markets. As per 31 December 2012, the number of modified loans which are tracked as defaulters at ING Domestic Bank Netherlands is around 3,000, which represents around EUR 0.6 billion in outstanding amount.

Impaired loans

The credit portfolio is under constant review. Generally, all loans with past due financial obligations of more than 90 days are automatically reclassified as impaired. For the wholesale lending portfolios and securities obligations, there are generally reasons for declaring a loan impaired prior to being 90 days past due. These include, but are not limited to, ING Bank’s assessment of the customer’s perceived inability to meet its financial obligations, or the customer filing for bankruptcy or bankruptcy protection. In some cases, a material breach of financial covenants will also trigger a reclassification of a loan to the impaired category. ING Bank identifies as impaired loans those loans for which it is probable, based on current information and events that the principal and interest amounts contractually due will not be collected in accordance with the contractual terms of the loan agreements.

The table below represents the economic sector breakdown of credit risk outstandings (including impaired amounts) for loans and positions that have been classified as problem loans and for which provisions have been made.

Impaired Loans: ING Bank portfolio, outstandings by economic sector ⁽¹⁾

	2012		2011
Private Individuals		4,370		4,790
Real Estate		3,723		2,671
Builders & Contractors		1,087		774
Transportation & Logistics		954		797
Food, Beverages & Personal Care		846		784
General Industries		649		819
Services		550		718
Other		2,749		2,029
Total		14,928		13,382

⁽¹⁾  Economic sectors below EUR 500 million in both years are not shown separately but grouped in Other.

The largest sector remained private individuals and is a function of the large mortgage portfolio of ING Bank. The sale of ING Direct Canada and especially ING Direct US reduced the amount of private individuals in default. On the contrary, the amount of exposure to real estate customers in default increased sharply during 2012. This was largely the result of the deterioration of commercial real estate markets in many countries where ING is active.

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Notes to the consolidated financial statements continued

Provisions

There are three types of provisions that have to be made and accounted for:

• Individually Significant Financial Asset (ISFA) Provisions: for those loans where specific, individualised provisions are still required. These are generally loans that exceed the threshold amount. The threshold amount varies per business unit, but generally is nil in the international units, and EUR 1 million in the ‘home markets’. These provisions are made using an estimated future recovery methodology and then applying a net present value concept. The future cash flows are based on the restructuring officers’ best estimate of when/if recoveries will occur. Recoveries can be from any source, such as the sale of collateral, on-going cash flows, sale of a business/subsidiary, etc. ISFA provisions are all calculated using a common tool across ING Bank.

• Incurred But Not Recognised (IBNR) Provisions: are made for the ‘performing’ loan portfolio as an estimate or proxy for the losses/ defaults that may have already occurred in the portfolio, but which ING Bank has not yet determined or recognised. These provisions are based on a modified expected loss methodology. The primary modification is that the PD time horizon (12 months) is shortened to periods of 3, 6, or 9 months, depending on the type of obligor. Generally, the larger the obligor, the shorter the PD time horizon. IBNR provisions are calculated centrally using a common tool across ING Bank.

• Individually Not Significant Financial Asset (INSFA) Provisions: are made for acknowledged problem loans (ratings 20-22) that are below the threshold amount. Due to their small size, the IFRS-EU rules permit a statistical approach to measuring these provisions. Therefore, the calculation is based on the same statistical formula that is used to determine IBNR Provisions and is also calculated centrally using a common tool across ING Bank.

A formal analysis takes place quarterly to determine the provisions for possible bad debts, using a bottom-up approach. Conclusions are discussed by the ING Provisioning Committee (IPC) Bank, which advises the Management Banking Board on specific provisioning levels.

ING Bank holds specific and collective provisions of EUR 3,415 million and EUR 1,336 million, respectively (2011: EUR 3,040 million and EUR 1,133 million respectively), representing the difference between the amortised cost of the portfolio and the estimated recoverable amount discounted at the effective rate of interest. In addition, there is EUR 753 million (2011: EUR 777 million) in provisions against the performing portfolio. The 2011 figures are including ING Direct USA and Canada.

Provisions: ING Bank portfolio ⁽¹⁾

	Commercial Banking				Retail Banking Benelux				Retail Banking International				Total ING Bank
	2012		2011		2012		2011		2012		2011		2012		2011
Opening Balance		2,039		1,855		1,751		1,641		1,160		1,699		4,950		5,196
Changes in the composition of the group				–3						–13		–565		–13		–568
Write-offs		–717		–373		–793		–494		–172		–437		–1,682		–1,304
Recoveries		41		66		90		37		11		9		142		112
Increase/(decrease) in loan loss provision		955		479		833		603		337		588		2,125		1,670
Exchange or other movements		–14		15		–17		–36		14		–134		–17		–156
Closing Balance		2,304		2,039		1,864		1,751		1,337		1,160		5,505		4,950

⁽¹⁾  The 2011 figures are excluding ING Direct USA.

The 2012 figures are excluding ING Direct UK held for sale.

The economic distress had its impact on the development of the risk costs in 2012. Since 4Q11, risk costs have remained at elevated levels.

Large parts of the Investment portfolio and real estate development exposures are not part of the loan book and thus evaluated for impairment instead of provision. The Global Impairment Meeting is a quarterly process that reviews all assets that qualify against the IFRS impairment test.

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Notes to the consolidated financial statements continued

Credit Covers Problem Assets

The table hereunder shows the cover values per credit risk category classified based on Retail and Commercial Banking products. In the ING Bank master scale which ranges from 1 being the best rating to 22 being the worst rating, Problem Assets are the Assets with ratings in the range 20–22. All other are called Performing Assets and are shown in the table below.

Problem Assets – Cover values including guarantees received** – AIRB Portfolio based

	READ*				Total Credit Covers*****				Mortgages****				Eligible Financial Collateral				Guarantees***				Other
	2012		2011		2012		2011		2012		2011		2012		2011		2012		2011		2012		2011
Retail
Residential Mortgages		3,605		4,072		4,232		4,206		3,949		3,979		n.a		n.a		281		223		3		5
Retail SME		1,661		1,503		2,100		1,199		923		843		30		8		854		148		293		261
Total Retail		5,266		5,575		6,332		5,405		4,872		4,822		30		8		1,135		371		296		266
Commercial
Institutions		769		784		4		4										4		4
Corporate		9,142		7,493		8,812		6,194		4,627		3,320		353		485		1,127		397		2,704		1,990
Central Governments and Central Banks		1		1
Total Commercial		9,912		8,278		8,816		6,198		4,627		3,320		353		485		1,131		401		2,704		1,990
Total		15,178		13,853		15,148		11,603		9,499		8,142		383		493		2,266		772		3,000		2,256

* Regulatory Exposure At Default based on Basel II Accord.

** Excluding intercompany positions.

*** Guarantees received can be additional to pledges and not necessarily replace collaterals.

**** The used valuations methods for the underlying collaterals may vary per collateral.

***** Credit covers are the sum of all existing covers. Excess cover amounts on specific loans cannot be put in place for loans without covers.

Therefore, the figures shown in the table should not be used for netting calculation purposes.

Please see above analysis regarding collateral and other covers for analysis.

MARKET RISK

Market risk is the risk that movements in market variables, such as interest rates, equity prices, foreign exchange rates, credit spreads and real estate prices, negatively impact the bank’s earnings, market value or liquidity position. Market risk either arises through positions in trading books or through the banking (non-trading) book positions. The trading positions are typically held short-term, while the banking book positions are intended to be held in the long-term (or until maturity) or for the purpose of hedging other banking book positions.

Governance

Within ING Bank, market risk (including liquidity risk) falls under the supervision of the ALCO function with ALCO Bank as the highest approval authority. ALCO Bank determines the overall risk appetite for market risk. The ALCO function is regionally organised. The business lines Retail Banking (both Benelux and International) and Commercial Banking are represented within the respective regional and local ALCO’s. The ALCO structure within ING Bank facilitates top-down risk management, limit setting and the monitoring and control of market risk. This ensures a correct implementation of the ING Bank risk appetite.

The Market Risk Management department (MRM) is the designated independent department that is responsible for the design and execution of the bank’s market risk management functions in support of the ALCO function. The MRM structure recognises that risk taking and risk management to a large extent occurs at the regional/local level. Bottom-up reporting allows each management level to fully assess the market risk relevant at the respective levels.

MRM is responsible for determining adequate policies and procedures for managing market risk and for monitoring the compliance with these guidelines. An important element of the market risk management function is the assessment of market risk in new products and businesses. Furthermore MRM maintains an adequate limit framework in line with ING Bank’s risk appetite. The businesses are responsible for adhering to the limits that ultimately are approved by ALCO Bank. Limit breaches are reported to senior management on a timely basis and the business is required to take the appropriate actions to reduce the risk position.

Model Disclosure: Economic Capital for Market Risk

Economic Capital for market risk is the Economic Capital necessary to withstand unexpected value movements due to changes in market variables. Economic Capital for market risk is calculated for exposures both in trading portfolios and non-trading portfolios and includes real estate risk, foreign exchange rate risk, equity price risk, interest rate risk and model risks. Economic capital for market risk is calculated using internally developed methodologies with a 99.95% confidence interval and a horizon of one year, which represents extreme events and ING’s target rating.

For the trading and most of the non-trading portfolios (including equity investments), the actual VaR (measured at a 99% confidence interval, a one day holding period and under the assumption of an expected value of zero) is taken as a starting point for the Economic

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Notes to the consolidated financial statements continued

Capital calculations for market risk. To arrive at the Economic Capital for market risk, a simulation based model is used which includes scaling to the required confidence interval and holding period. In determining this scaling factor, several other factors are also taken into account like the occurrence of large market movements (events) and management interventions.

Economic Capital for market risk for the mortgage portfolios within ING Retail Banking (both Benelux and International Banking) and ING Commercial Banking is calculated for embedded option risk (e.g. the prepayment option and offered rate option in mortgages). The embedded options are hedged using a delta-hedging methodology, leaving the mortgage portfolio exposed to convexity and volatility risk.

Real estate price risk includes the market risks in both the investment portfolio and the development portfolio of ING Commercial banking. The real estate price risk for the investment portfolio is calculated by stressing the underlying market variables.

While aggregating the different Economic Capital market risk figures for the different portfolios, diversification benefits (based on stressed correlations) are taken into account as it is not expected that all extreme market movements will appear at the same moment.

The nature of market risk Economic Capital, evaluating the impact of extreme stress with a 99.95% confidence level, can sometimes be difficult to evidence in a statistical sound manner with the available historical data. The Economic Capital figures disclosed by ING Bank are a best effort estimate based on available data and expert opinions.

Economic and Regulatory Capital (Bank diversified only) by risk type

	Economic Capital  (1)				Regulatory Capital
	2012		2011		2012		2011
Market risk		6,326		8,262		772		1,124

⁽¹⁾  This includes model risk.

The market risk Economic Capital is higher than the Regulatory Capital primarily due to the inclusion of the interest rate risk in banking books in Economic Capital. The main drivers for the decrease in market risk Economic Capital are the sale of ING Direct US and to a lesser extent due to divestments in the real estate portfolio. The decrease in market risk Regulatory Capital is due to position changes and more volatile scenarios dropping out of the VaR calculation.

Market Risk in Trading Books

Within the trading portfolios, positions are maintained in the professional financial markets. These positions are often the result of transactions with clients and may serve to benefit from short-term price movements. Market risk arises in the trading portfolios through the exposure to various market risk factors, including interest rates, equity prices, foreign exchange rates and credit spreads.

Governance

The Financial Markets Risk Committee (FMRC) is the market risk committee that, within the risk appetite set by ALCO Bank, sets market risk limits both on an aggregated level and on a desk level, and approves new products. MRM advises both the FMRC and ALCO Bank on the market risk appetite of trading activities.

With respect to the trading portfolios, MRM focuses on the management of market risks of Commercial Banking (mainly Financial Markets) as this is the only business line where trading activities take place. Trading activities include facilitation of client business, market making and proprietary position taking in cash and derivatives markets. MRM is responsible for the development and implementation of trading risk policies and risk measurement methodologies, the reporting and monitoring of risk exposures against approved trading limits and the validation of pricing models. MRM also reviews trading mandates and limits, and performs the gatekeeper role in the product review process. The management of trading market risk is performed at various organisational levels, from MRM overall down to specific business areas and trading offices.

Fair values of financial trading assets and liabilities

Fair values of financial assets and liabilities that are quoted in active markets are determined by using quoted market prices. Where quoted prices are not available, other pricing sources and valuation techniques are used to determine fair value.

Other pricing sources can be independent market vendors, brokers or market makers, or recent transactions. The range of prices obtained from these pricing sources can diverge. The choice of one or the other pricing source can therefore result in different estimates of fair value. Selecting the most appropriate price within this range requires expertise and judgement.

Valuation techniques range from discounting of cash flows to valuation models. Such models may be based on relevant factors such as the market price of underlying reference instruments, market parameters (volatilities, correlations and credit ratings) and customer behaviour. Some of these price factors require various assumptions which imply that valuation models are subjective by nature. According to what valuation technique is used and what assumptions are made, the obtained fair value can be different.

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Notes to the consolidated financial statements continued

All valuation techniques used are subject to a model governance framework. Model governance refers to a set of policies and procedures that have to be strictly followed and that cover the complete lifecycle of a model, i.e. its development, validation, approval, implementation and maintenance. The pillars of model governance are independent validation and periodic review. Such a review aims to determine whether a model still is appropriate for its intended use. Where models are used for valuation, there can be uncertainty on the assumptions of the underlying models and/or parameters. In those cases where significant uncertainty on assumptions arises, a model risk valuation adjustment is applied.

In general, positions are valued taking the bid price for a long position and the offer price for a short position. In cases where positions are marked at mid-market prices, a fair value adjustment is calculated.

To include credit risk in the fair valuation, ING applies both credit and debit valuation adjustments. Own issued debt and structured notes that are valued at fair value are adjusted for credit risk by means of a debit valuation adjustment. Additionally, derivatives valued at fair value are adjusted for credit risk by a credit valuation adjustment. This credit valuation adjustment is of a bilateral nature; both the credit risk on the counterparty as well as the credit risk on ING are included in the adjustment. All market data that is used in the determination of the CVA is based on market implied data. Additionally, wrong-way risk (when exposure to a counterparty is increasing and the credit quality of that counterparty decreases) and right way risk (when exposure to a counterparty is decreasing and the credit quality of that counterparty increases) are included in the adjustment. ING applies CVA also to for pricing credit risk into new external trades with counterparties. All credit and debit valuation adjustments and their exposures are managed centrally on a global level.

Market Risk Management Product Control has the role to identify or challenge the pricing sources as well as determining the parameters that will be used in the valuation models. When using valuation techniques, the identified sources used for the calculations are independently challenged, reviewed and validated on a regular basis, most of it daily. In order to guarantee the highest quality of the used market data, ING uses a single in house developed infrastructure. Information is received from external data vendors (e.g. Bloomberg, Reuters and others) and plausibility checks are in place to determine the correctness and consistency of the data. Price testing is performed on listed products to assess whether the process of valuation has led to an appropriate fair value of the position.

In this context, a global and local parameter committee have been set up. Finance, Market Risk Management Product Control and Front Office are represented in these committees and discuss numerous topics regarding the product valuation and decide on the outcome of price testing as well as valuation adjustments.

To secure segregation of duties between Front Office and Market Risk Management Product Control, the systems for pricing and price testing are secured in order to prevent unauthorised access.

Reference is made to Note 30 ‘Fair value of financial assets and liabilities’ for the basis of the determination of the fair values of the financial instruments and related sensitivities.

Model Disclosure of Trading Risk Measures

Value at Risk

MRM uses the historical simulation Value at Risk (VaR) methodology as its primary risk measure. The VaR for market risk quantifies, with a one-sided confidence level of 99%, the maximum overnight loss that could occur due to changes in risk factors (e.g. interest rates, equity prices, foreign exchange rates, credit spreads, implied volatilities) if positions remain unchanged for a time period of one day. Next to general market movements in these risk factors, VaR also takes into account market data movements for specific moves in e.g. the underlying issuer of securities. The impact of historical market movements on today’s portfolio is estimated, based on equally weighted observed market movements of the previous year. ING Bank uses VaR with a 1-day horizon for internal risk measurement, control and back testing, and VaR with a 10-day horizon for determining regulatory capital.

Limitations

VaR has some limitations. VaR uses historical data to forecast future price behaviour. Future price behaviour could differ substantially from past behaviour. Moreover, the use of a one-day holding period (or ten days for regulatory capital calculations) assumes that all positions in the portfolio can be liquidated or hedged in one day. In periods of illiquidity or market events, this assumption may not hold. Also, the use of 99% confidence level means that VaR does not take into account any losses that occur beyond this confidence level.

Back testing

Back testing is a technique for the on-going monitoring of the plausibility of the VaR model in use. Although VaR models estimate potential future results, estimates are based on historical market data. In a back test, the actual daily result is compared with the 1-day VaR. In addition to using actual results for back testing, ING Bank also uses hypothetical results, which measure results excluding the effect of intraday trading, fees and commissions. When the actual or hypothetical loss exceeds the VaR an ‘outlier’ occurs. Based on ING Bank’s one-sided confidence level of 99% an outlier is expected once in every 100 business days. In 2012, like in 2011, there was no occurrence where a daily trading loss exceeded the daily consolidated VaR of ING Commercial Banking. ING Bank reports the results of this back testing to DNB on a quarterly basis.

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Notes to the consolidated financial statements continued

Basel 2.5 / CRD III

As of 31 December 2011 the Basel requirements on Stressed VaR and the Incremental Risk Charge (Basel 2.5) have come into force in European legislation (CRD III), complementing the use of VaR. ING follows this framework for its regulatory capital calculations since Q4 2011.

Stressed VaR

The Stressed VaR (SVaR) is intended to replicate a VaR calculation that would be generated on the bank’s current portfolio with inputs calibrated to the historical data from a continuous 12-month period of significant financial stress relevant to the bank’s portfolio. To calculate SVaR, ING Bank uses the same model that is used for VaR (historical simulation). The historical data period used includes the height of the credit crisis around the fall of Lehman brothers, and is reviewed regularly.

Incremental Risk Charge

With the Incremental Risk Charge (IRC) ING Bank calculates an estimate of default and migration risk for unsecuritised credit products in the trading book over a one-year capital horizon at a 99.9% confidence level. For the calculation of IRC ING Bank performs a Monte Carlo simulation based on a Gaussian copula model. For all issuers the rating is simulated over the different liquidity horizons (time required to liquidate the position or hedge all material risks) within one year. The financial impact is then determined based on the migration to default (based on LGD), or migration to a different rating category (based on credit spread changes).

The liquidity horizon has been set to the regulatory minimum of three months for all positions in scope. Given the types of products in ING Bank’s trading portfolio ING considers this horizon to be conservative. We have demonstrated that ING Bank could still actively trade its positions that are significant for IRC under stressed market circumstances, allowing ING Bank to fully redeem its positions within three months.

Stress testing

Stress testing is a valuable risk management tool. Stress testing evaluates the bank’s financial stability under severe but plausible stress scenarios and assists in decision-making that assures the bank to remain a financially-healthy on-going concern after a severe event occurs. In addition to the bank-wide stress test framework as described in the ING Bank risk profile section, MRM performs separate stress tests to monitor market risks under extreme market conditions. Since VaR in general does not produce an estimate of the potential losses that can occur as a result of extreme market movements, ING Bank uses structured stress tests for monitoring the market risk under these extreme conditions. Stress scenarios are based on historical as well as hypothetical extreme events. The result of the stress test (also called event risk) is an estimate of the profit and loss caused by a potential event and its world-wide impact for ING Commercial Banking. The event risk number for the ING Commercial Banking trading activity is generated on a weekly basis. Like VaR, event risk is limited by ALCO Bank.

ING Bank’s event risk policy is based on a large set of possible stress scenarios per risk type (fixed income, equity, foreign exchange, credit and related derivative markets). For example, for equity products we assume both a crisis scenario (prices decreasing) as well as a bull scenario (prices increasing). Stress parameters are set per country. Scenarios are calculated based on events happening independently, jointly by region, or in all countries simultaneously. This way, for each risk type, a large set of scenarios is calculated. The worst scenarios per market are combined across markets by assessing both independent events per market, and worst events happening in all markets at the same time.

Other trading controls

VaR and event risk limits are the most important limits to control the trading portfolios. Additionally, limits have been set on SVaR and IRC. Furthermore, ING Bank uses a variety of other controls to supplement these limits. Position and sensitivity limits are used to prevent large concentrations in specific issuers, sectors or countries. In addition to this, other risk limits are set with respect to the activities in complex derivatives trading. The market risk of these products is controlled by product specific limits and constraints.

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Risk Profile

The following chart shows the development of the overnight VaR under a 99% confidence interval and a 1-day horizon versus daily trading profits and losses. The overnight VaR is presented for the ING Commercial Banking trading portfolio for 2011 and 2012.

Consolidated trading VaR ING Commercial Banking 2011–2012

In EUR millions

The risk figures in the table below only relate to the CAD2 trading books for which the internal model approach is applied.

Risk Measures for Internal Model Approach Portfolios ⁽¹⁾

	Minimum				Maximum				Average				Year end
	2012		2011		2012		2011		2012		2011		2012		2011
Interest rate		4		9		21		21		10		15		4		12
Equity		3		1		9		18		5		7		4		7
Foreign exchange		1		1		6		4		3		2		2		2
Credit spread		2		6		6		8		4		7		3		6
Diversification (1)										–9		–12		–7		–12
Total VaR		5		12		28		29		13		19		7		15
Stressed VaR (10-day, 99%)		56		104		171		182		100		139		89		117
Incremental Risk Charge (1-year, 99.9%)		244		363		451		545		344		445		291		368

⁽¹⁾ The total VaR for the columns Minimum and Maximum cannot be calculated by taking the sum of the individual components since the observations for both the individual markets as well as total VaR may occur on different dates.

VaR decreased during the year due to position changes and more volatile scenarios dropping out of the VaR calculation.

Regulatory Capital

According to the Dutch regulation, regulatory capital for trading portfolios can be calculated using the standardised approach or an internal model approach. ING Bank received approval from the DNB to use an internal Value-at-Risk (VAR) model to determine the regulatory capital for the market risk in most trading books of ING Bank. Market risk capital of CAD2 trading books is calculated according to the Basel 2.5 framework, using an internal Value at Risk (VaR), Stressed VaR (SVaR) and Incremental Risk Charge (IRC) model, where diversification is taken into account. On the other hand, market risk capital of CAD1 books is calculated using standardised fixed risk weights. In 2012, capital on all trading books is performed under the Internal Model Approach, except for securitisations which are calculated under the Standardised Approach. Mismatches in FX risk from the banking books are also incorporated under the Standardised Approach.

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Regulatory Capital

					2012		2011
	SVaR		VaR		Total		Total
Interest rate / Credit spread		206		46		252		484
Equity		54		10		64		142
Foreign exchange		54		14		68		27
Incremental Risk Charge						360		437
Total Internal Model Approach						744		1,090
Standardised model (1)						28		34
Total Regulatory Capital						772		1,124
Market Risk Weighted Assets (2)						10		14

⁽¹⁾ Standardised model is applied to FX positions in trading and banking books and to securitisations in the trading books. The capital requirement for securitisations, which equals 100% of outstanding exposure amounts to EUR 3 million.

⁽²⁾ Amounts are in EUR billions.

Movement in risk levels is mainly due to changes in trading positions and less volatile markets.

Sensitivities

The following tables show the largest trading foreign exchange positions and interest rate and credit spread sensitivities. The credit spread sensitivities are furthermore split in different risk classes and sectors.

Most important foreign exchange positions (year-end 2012)

	2012			2011
Foreign exchange			Foreign exchange
US Dollar		–302	Chinese Yuan		355
Chinese Yuan		178	US Dollar		–282
Taiwan Dollar		151	Czech Koruna		–155
Russian Ruble		–37	Taiwan Dollar		–44
Czech Koruna		33	Bulgarian Lev		–43

Most important interest rate and credit spread sensitivities (year-end 2012)

amounts in thousands of euros	2012			2011(3)
Interest Rate (BPV (1))			Interest Rate (BPV (1))
United States		–124	Eurozone		482
South Korea		–122	Mexico		–98
Russia		–84	South Korea		–82
Taiwan		80	Czech Republic		76
Eurozone		64	Russia		–71
Credit Spread (CSO1 (2))			Credit Spread (CSO1 (2))
Finland		–278	Germany		–903
Korea		–192	Netherlands		774
Netherlands		126	Korea		–231
Russia		–119	Mexico		–226
Norway		–100	Finland		–125

⁽¹⁾ Basis Point Value (BPV) measures the impact on value of a 1 basis point increase in interest rates or credit spreads.

⁽²⁾ Credit Spread Sensitivity (CS01) measures the impact on value of a 1 basis point increase in credit spreads.

⁽³⁾ 2011 Interest Rate BPV figures are restated due to the exclusion of CAD3 books formerly under the trading governance.

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Credit spread sensitivities per risk class and sector (year-end 2011)

		2012				2011
amounts in thousands of euros Credit Spread (CSO1 (1))		Corporate		Financial Institutions		Corporate		Financial Institutions
Risk classes
1	(AAA)		–4		–124		–5		–16
2 – 4	(AA)		–38		–65		–12		–49
5 – 7	(A)		–42		–247		15		–256
8 – 10	(BBB)		23		–68		–50		–42
11 – 13	(BB)		–40		–25		–14		–24
14 – 16	(B)		–12		–4		–18		–8
17 – 22	(CCC and Problem Grade)		–47		–2		2		–21
Not rated			–1		–16		–1		0
Total			–161		–551		–82		–416

⁽¹⁾ Credit Spread Sensitivity (CS01) measures the impact on value of a 1 basis point increase in credit spreads.

Market risk in Banking Books

ING Bank makes a distinction between trading and banking (non-trading) books. Positions in banking books can originate from the market risks inherent in commercial products that are sold to clients. Both the commercial products, and the products used to hedge market risk exposures in these products are intended to be held until maturity, or at least for the long-term. ING Bank distinguishes the following types of market risk in banking books:

• Interest Rate Risk;

• Foreign Exchange (FX) Risk;

• Equity Price Risk; and

• Real Estate Price Risk.

An important element of the management of market risks in the banking books is the process of risk transfer. In this process the interest rate, FX and liquidity risks are transferred through matched funding to Bank Treasury, where it is centrally managed. The scheme below presents the transfer and management process of market risks in the banking books:

Interest Rate Risk in Banking Book

Interest rate risk in the banking books is defined as the exposure of a bank’s financial condition to adverse movements in interest rates originated from positions in the banking books.

Governance: Interest Rate Risk framework

The management of interest rate risk follows the Interest Rate Risk in the Banking Book framework as approved by ALCO Bank. This framework describes roles and responsibilities, risk metrics, and policies and procedures related to interest rate risk management are defined. Furthermore, on an overall level, a risk appetite for interest rate risk is set, which is translated into limits for interest rate risk metrics.

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The ING Bank approach to interest rate risk management, as set forth in this framework, is centralisation of risks from commercial books (that capture the products sold to clients) to central interest rate risk books. This enables a clear demarcation between commercial business results and results on unhedged interest rate positions.

ING Bank distinguishes three types of activities that generate interest rate risk in the banking books:

Investment of own capital (by Capital Management);

Commercial business (e.g. retail business); and

The strategic interest rate position (Bank Treasury).

Below the three activities are described in more detail:

Capital Management is responsible for managing the investment of own funds (core capital), more information can be found in the Capital Management section. Capital is invested for longer periods, targeting to maximise return, while keeping it stable at the same time.

Commercial activities result in interest rate risk, as for example repricing tenors of assets differ from those of liabilities. Linear interest rate risk is transferred from the commercial business to the treasury books (Bank Treasury), based on estimations of customer behaviour. The originating commercial business is ultimately responsible for estimating customer behaviour, leaving convexity risk and (unexpected) customer behaviour risk with the commercial business.

Customer behaviour risk is defined as the potential future value loss due to uncertainty in the behaviour of clients towards embedded options in commercial products customer behaviour risk is reported as part of business risk Economic Capital. The risk transfer process takes place on a monthly basis, but more often if deemed necessary, for instance in volatile markets. The customer behaviour in relation to mortgages, loans, savings and demand deposits is modelled by MRM, based on extensive research. Models and parameters are back-tested regularly and updated when deemed necessary. In the modelling of savings and current accounts different elements play a role: pricing strategies, outstanding and expected volumes and the level and shape of the yield curve. The analyses result in an investment rule for the various portfolios. With respect to mortgages and loans, prepayment behaviour and the interest sensitivity of the embedded offered rate options are modelled.

Convexity risk is defined as the sensitivity towards interest volatility and second order changes in the interest rate. Convexity risk is a result of products that contain embedded options, like mortgages. In some cases, convexity risk is transferred from the commercial books to treasury books using swaption and cap/floor contracts.

Bank Treasury manages the strategic interest rate position. The main objective is to maximise the economic value of the book and to generate adequate and stable annual earnings within the risk appetite boundaries set by ALCO Bank.

Risk Profile

In the following sections, the interest rate risk exposures in the banking books are presented. Previous year figures have been adjusted to include all banking book exposures. ING Bank uses risk measures based on both an earnings and a value perspective. Earnings Sensitivity (ES) is used to provide the earnings perspective and the Net Present Value (NPV)-at-Risk and Basis Point Value (BPV) figures provide the value perspective.

Earnings Sensitivity (ES)

ES measures the impact of changing interest rates on (pre-tax) IFRS-EU earnings. The ES figures in the table below reflect an instantaneous shock up of 1% and a time horizon of one year. Management interventions are not incorporated in these calculations.

The ES is mainly influenced by the sensitivity of savings to interest rate movements. The investment of own funds only impacts the ES marginally, as only a relative small part has to be (re)invested within the 1-year horizon.

Earnings Sensitivity banking books (1% instantaneous upward shock to interest rates)

	2012		2011(1)
By currency
Euro		47		–1
US Dollar		3		–66
Pound sterling		1		–11
Other		17		37
Total		68		–41

⁽¹⁾ Please note that 2011 figures are restated for ING Direct Canada, ING Direct USA, and banking books that were included in trading risk Section h in 2011.

In 2012 short-term interest rates remained at low levels in both the Eurozone and the US. The earnings sensitivity for an upward shock has changed from a negative to a positive impact. A positive earnings sensitivity implies that when rates increase, the positive impact on interest received on assets is larger than the negative impact of interest paid on liabilities. Earnings are per 2012 year end relatively insensitive to rate changes.

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Net Present Value (NPV) at Risk

NPV-at-Risk measures the impact of changing interest rates on value. As a full valuation approach is applied, the risk figures include convexity risk that results from embedded optionalities like mortgage prepayment options. Like for ES calculations, an instantaneous shock up of 1% is applied.

The full value impact cannot be directly linked to the balance sheet or profit and loss account, as fair value movements in banking books are generally not reported through the profit and loss account or through equity. The largest part, namely the value mutations of the amortised cost balances, is neither recognised in the balance sheet nor directly in the profit and loss account. The value mutations are expected to materialise over time in the profit and loss account, if interest rates develop according to forward rates throughout the remaining maturity of the portfolio.

The NPV-at-Risk is dominated by the interest rate sensitive long-term investments of own funds. The value of these investments is impacted significantly if interest rates move up by 1%. Convexity risk in retail portfolios as well as the strategic interest position in Bank Treasury also contributes to the overall NPV at Risk.

NPV-at-Risk banking books (1% instantaneous upward shock to interest rates)

	2012		2011 (1)
By currency
Euro		–2,092		–1,885
US Dollar		–75		–78
Pound Sterling		12		–28
Other		15		–45
Total		–2,140		–2,036

⁽¹⁾ Please note that 2011 figures are restated for ING Direct Canada, ING Direct USA, and banking books that were included in trading risk section in 2011.

NPV-at-Risk increased during 2012. An overall increase of 104 million is shown. This results on one hand from an increase in the duration of the investment of capital as a result of a larger capital base and the lower interest rate environment. Furthermore, in the on-going Eurozone crisis, savings are expected to more closely track the development in market rates, resulting in lower liability durations and therefore lower (positive) NPV-at-Risk for savings exposures, specifically in Germany.

Basis Point Value (BPV)

BPV measures the impact of a 1 basis point increase in interest rates on value. To a large extent the BPV and NPV at Risk reflect the same risk – the difference being that BPV does not reflect convexity risk, given the small shift in interest rates.

In line with NPV-at-Risk, the bank’s overall BPV position is dominated by the long-term investment of capital, as the present value of this position is significantly impacted if interest rates move up by 1 basis point.

BPV per currency banking books

Amounts in thousands of euros	2012		2011 (1)
By currency
Euro		–18,824		–16,127
US Dollar		–656		–848
Pound Sterling		382		–164
Other		1		–230
Total		–19,097		–17,369

⁽¹⁾ Please note that 2011 figures are restated for ING Direct Canada, ING Direct USA, and banking books that were included in trading risk Section in 2011.

In line with the increase in NPV-at-Risk, the overall bpv increased with EUR 1.7 million. As for NPV-at-Risk this results from the increase in the duration of the investment of capital and the higher tracking rate between the client savings rates and market rates.

Foreign exchange (FX) risk in banking books

FX exposures in banking books result from core banking business activities (business units doing business in other currencies than their base currency), foreign currency investments in subsidiaries (including realised net profit and loss) and strategic equity stakes in foreign currencies. The policy regarding these exposures is briefly explained below.

Governance – Core banking business

Every business unit hedges the FX risk resulting from core banking business activities into its base currency. Consequently, assets and liabilities are matched in terms of currency.

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Governance – FX Translation result

ING Bank’s strategy is to protect the target core Tier 1 ratio against FX rate fluctuations, whilst limiting the volatility in the profit and loss account. Protecting the core Tier 1 ratio is achieved by deliberately taking foreign currency positions equal to certain target positions, such that the target core Tier 1 capital and risk-weighted assets are equally sensitive in relative terms to changing FX rates.

Risk profile – FX Translation result

The following table presents the currency exposures in the banking books for the most important currencies:

Net banking currency exposures banking books

	Foreign Investments				Hedges				Net Exposure
In EUR million	2012		2011		2012		2011		2012		2011
US Dollar		2,847		7,641		–198		–2,677		2,649		4,964
Pound Sterling		–1,841		–997		1,756		1,048		–85		51
Polish Zloty		1,714		1,404		–818		–628		896		776
Australian Dollar		2,686		3,165		–1,763		–2,459		923		706
Turkish Lira		2,168		1,830		–574		–425		1,594		1,405
Chinese Yuan		1,511		1,269		–152		–154		1,359		1,115
Canadian Dollar		0		1,230		–2		–919		–2		311
Korean Won		1,256		1,135		–975		–909		281		226
Indian Rupee		287		178		0		0		287		178
Other currency		3,026		3,122		–1,794		–2,190		1,232		932
Total		13,654		19,977		–4,520		–9,313		9,134		10,664

The US dollar Foreign Investments decreased significantly in 2012 as a result of the sale of ING Direct US and the corresponding Capital One Financial shares.

The Pound sterling Foreign Investments decreased significantly mainly due to losses occurred at ING Direct UK related to the announced sale and derisking actions in the investment portfolio, the hedges were adjusted accordingly.

The Canadian dollar position became nil due to the sale of ING Direct Canada.

In order to measure the remaining sensitivity of the target core Tier 1 ratio against FX rate fluctuations, the core Tier 1 ratio at Risk (cTaR) measure is used. It measures the drop in the core Tier 1 ratio from the target when stressing a certain FX rate. The stress scenarios for the FX rates that are used for calculating the cTaR, are presented in the last two columns. Only the scenarios that negatively impact the target core Tier 1 ratio are presented: depending on whether the actual foreign currency position is above or below the target position, the worst case scenario is either a negative or positive movement. A positive stress scenario means that the foreign currency appreciates against the Euro. For the US dollar this means that at the end of 2012 the target core Tier 1 ratio would decrease by 0.08% in absolute terms (e.g. from 10.08% to 10.00%) if the US dollar appreciates by 15%. Back testing shows that the strategy was effective in 2012; the core Tier 1 ratio was hardly affected by changing FX rates.

Core Tier 1 ratio sensitivity ING Bank

	cTaR						Stress Scenario
	2012			2011			2012			2011
Currency
US Dollar		0.08	%		0.12	%		15	%		15	%
Pound Sterling		0.05	%		0.04	%		15	%		15	%
Polish Zloty		0.01	%		0.01	%		–15	%		–15	%
Australian Dollar		0.02	%		0.00	%		–20	%		20	%
Turkish Lira		0.01	%		0.00	%		–25	%		25	%
Chinese Yuan		0.00	%		0.00	%		15	%		15	%
Canadian Dollar		0.00	%		0.00	%		10	%		–10	%
Korean Won		0.00	%		0.00	%		–15	%		–15	%
Indian Rupee		0.02	%		0.02	%		20	%		20	%

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Equity price risk in banking books

Equity price risk arises from the possibility that equity security prices will fluctuate, affecting the value of equity securities and other instruments whose value reacts similarly to a particular security, a defined basket of securities, or a securities index. ING Bank maintains a strategic portfolio with substantial equity exposure in its banking books. This equity exposure mainly consists of the investments in associates of EUR 841 million (2011: EUR 827 million) and equity securities held in the available-for-sale (AFS) portfolio of EUR 2,634 million (2011: EUR 2,466 million). The value of equity securities held in the available-for-sale portfolio is directly linked to equity security prices with increases/decreases being recognised (except in the case of impairment) in the revaluation reserve. During the year ended 31 December 2012 the revaluation reserve relating to equity securities held in the Available-for-Sale portfolio fluctuated between a month-end low amount of EUR 1,082 million (2011: EUR 1,226 million) and a high amount of EUR 1,643 million (2011: EUR 1,706 million).

Investments in associates are measured in accordance with the equity method of accounting and the balance sheet value and therefore not directly linked to equity security prices.

Equities Unrealised Gains and Losses in the AFS portfolio

	2012		2011
Gross unrealised gains		1,385		1,292
Gross unrealised losses				–45
Total		1,385		1,247

Total capital requirement for equity price risk under the Simple Risk Weight Approach at 31 December 2012 results in EUR 201 million (2011: EUR 207 million).

Real Estate price risk in banking books

Real estate price risk arises from the possibility that real estate prices fluctuate. This affects both the value of real estate assets and earnings related to real estate activities.

ING Bank has two main different categories of real estate exposure on its banking books: First, the own buildings ING Bank occupies, and second development assets, which is mostly consisting of former Real Estate Development and Real Estate Investment Management activities.

ING Bank’s real estate exposure in the banking books (i.e. including leverage and committed purchases) is EUR 3.3 billion. For market risk management purposes, the total real estate exposure amounts to EUR 3.2 billion since property from foreclosures (EUR 0.05 billion) and third party interests (EUR 0.04 billion) is excluded.

ING Bank has EUR 0.5 billion out of EUR 3.3 billion recorded at fair value through profit and loss. The remaining EUR 2.8 billion is booked at cost or is revalued through equity (with impairments going through profit and loss).

In total, real estate market risk exposure in the banking books decreased by EUR 0.8 billion mainly as a result of divestments (EUR –0.6 billion) and negative fair value changes and impairments (EUR –0.2 billion). A split on the real estate exposures per continent and sector based on the risk management view is seen below.

Real Estate market risk exposure in banking books (by geographic area and sector type)

	2012		2011			2012		2011
Continent					Sector
Europe		2,246		2,918	Residential		366		582
Americas		328		334	Office		1,144		1,500
Australia		159		196	Retail		1,281		1,407
Asia		271		380	Industrial		79		157
Other		165		147	Other		299		329
Total		3,169		3,975	Total		3,169		3,975

LIQUIDITY RISK

Liquidity risk is the risk that ING Bank or one of its subsidiaries cannot meet its financial liabilities when they come due, at reasonable cost and in a timely manner. Liquidity risk can materialise both through trading and non-trading positions.

Governance

As with other bank market risks, liquidity risk falls under the supervision of the ALCO function within ING Bank, with ALCO Bank as the highest approval authority. ALCO Bank determines the liquidity risk (limit) framework and appetite after which this is cascaded down in the organisation under the responsibility of the regional and local ALCOs. The main objective of ING Bank’s liquidity risk framework is to

ascertain – by means of proper risk appetite limits – that sufficient liquidity is maintained in order to ensure safe and sound operations

under a variety of circumstances.

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In line with market practice and regulatory guidance, ING Bank’s liquidity risk framework is a reflection of a multi-tiered approach, whereby risk principles are implemented, monitored and controlled in conjunction with both first and second line functions within the Bank.

In line with this approach liquidity risk is measured, managed and controlled from three different angles, namely a structural, a tactical and a contingency point of view.

Liquidity position management

ING Bank manages its liquidity position by:

• Funding lending activities by longer term liabilities (including funds entrusted);

• Maintaining sufficient liquid investments and short term deposits;

• Maintaining capacity to generate additional cash, amongst others by means of securitisations.

Liquidity Risk Management

MRM is responsible for determining adequate policies and procedures for managing liquidity risk and for monitoring the compliance with these guidelines.

Risk framework

In 2012, in continuation of the development of an enhanced liquidity risk framework in 2011, activities were undertaken in order to further implement and embed the liquidity risk framework in the organisation, in line with CRD II and ILAAP regulatory requirements.

ING’s liquidity risk framework incorporates all relevant risk principles with regard to the daily and on-going management of liquidity and funding risk. The framework contains the risk boundaries and describes the related metrics to monitor and control on- and off-balance sheet positions, across the major currencies.

The framework incorporates a holistic view on managing liquidity and funding risk, whereby the defined risk appetite statements provide guidance to the organisation with regard to size, form and content of the balance sheet.

The risk appetite statements are also directly linked to liquidity stress testing. In accordance with Dutch Central Bank guidelines, ING Bank’s liquidity positions are stress tested on a monthly basis under a scenario that is a mix between a market event and an ING Bank specific event. Additional stress testing exercises are undertaken on consolidated and local level on a periodic and ad-hoc basis.

The outcome of stress tests provides input to any contingency measures and follow-up required.

In view of emerging macro-economic risks in the Eurozone, ING has increased its focus on the exposures across the Eurozone and taken additional measures to limit and manage these risks.

Next steps were made to prepare the organisation for the upcoming implementation and following observation requirements of Basel III / CRD IV.

In 2012, ING Bank established a dedicated Bank Treasury function which is responsible for the first line execution of liquidity management.

Risk profile

ING Bank has the following funding and liquidity risk management objectives:

• The structural mismatch in expected liquidity tenors of ING Bank’s assets and liabilities per significant currency is capped;

• A pro-active compliance with home/host regulatory liquidity limits;

• The time-to-survive in a funding stress situation should extend multiple quarters;

• Funding of all longer-term assets and investments by stable and longer-term liabilities;

• Eliminate geographical dependencies with respect to intra-group funding;

• Diversification of funding profile, across funds providers, instrument types, geographic markets, tenors and currencies.

These risk appetite statements are incorporated in the manner in which liquidity risk is monitored and measured.

Structural liquidity risk

Structural liquidity risk is the risk that the structural, long-term balance sheet cannot be financed timely or at a reasonable cost.

For the purpose of managing structural liquidity risk, a specific advisory committee to ALCO Bank exists. This committee which consists of key representatives from Bank Treasury, Finance, MRM and Capital Management focuses on all liquidity risk aspects from a going concern perspective. The main objective of the committee is to maintain a sound liquidity profile through:

• Maintaining a well-diversified mix of funding sources in terms of instrument types (e.g. unsecured deposits, commercial paper, long term bonds or repurchase agreements), fund providers (e.g. professional money market players, wholesale and retail clients), geographic markets and currencies; the structural mismatch in expected liquidity tenors of ING Bank’s assets and liabilities per significant currency is capped. Funding concentrations are monitored monthly by ALCO Bank;

• Actively managing access to the capital markets by regularly issuing public debt in all material markets and the maintenance of investor relations;

• Holding a broad portfolio of eligible assets that can be utilised to obtain secured funding, e.g. from the repo market or Central Bank; in this respect the total marketable/Central Bank eligible collateral position (including cash) amounts to EUR 199 billion (MtM);

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Notes to the consolidated financial statements continued

• Management of liquidity gaps, taking into account the asset mix and both the secured and unsecured funding opportunities of ING Bank; and

• Maintaining a funds transfer pricing (FTP) mechanism in which ING Bank’s cost of liquidity is adequately reflected both under a going concern and a contingency perspective. The FTP mechanism also serves to make the business aware of liquidity costs and that these are also properly incorporated in product evaluation and pricing.

Maintenance of the liquidity profile is also reflected in the adherence to regulatory liquidity limits, both at home and host regulatory level. As regulatory requirements on a local level increase, the objective is to reduce or eliminate dependencies on intra-group funding.

With respect to funding sources, ING Bank manages its balance sheet prudently, whereby short-term funding is primarily utilised for short-term assets and we are decreasing these types of funding sources. Consequently, the bank aims to fund all longer term assets and investments by stable and longer term liabilities. In the first half of 2012, the uncertainty with regard to economic developments in Europe and possible implications for the Eurozone led to US MM Funds being more restrictive in funding European counterparties. Monitoring and control of this funding is effectuated through a dedicated USD funding and liquidity risk framework which includes limits and measures in case of contingencies. In the table below, the various funding sources are presented in the funding mix.

ING Bank Funding Mix

	2012			2011
Funding type
Retail deposits		45	%		42	%
Corporate & other deposits		22	%		20	%
Interbank (incl. central bank)		6	%		9	%
Lending/repurchase agreement		3	%		7	%
Public debt		21	%		19	%
Subordinated debt		3	%		3	%
Total		100	%		100	%

The funding mix remained well diversified and according to targets set. Deposits accounted for 67% of the total funding mix, improved from 62% per 2011 year end. Ultimo 2012 the Loan-to-Deposit ratio (excluding securities at amortised costs and IABF receivable) equals 1.13.

Tactical liquidity risk

Liquidity risk which is resulting from short-term cash and collateral positions is managed in the risk framework from a tactical liquidity risk perspective. The day-to-day management of the overall short-term liquidity risk of ING Bank is delegated to Bank Treasury Amsterdam, while regional and local Bank Treasury departments manage liquidity in their respective regions and locations. Within Bank Treasury, the focus is on the daily and intraday cash and collateral positions and the policy is to manage and sufficiently spread day-to-day funding requirements.

Contingency liquidity risk

Contingency liquidity risk specifically relates to the organisation and planning for liquidity management in time of stress. Within ING Bank, for contingency purposes, a specific crisis team – consisting of key Board Members, representatives from staff departments (e.g. Finance, Risk and Capital Management) and Bank Treasury – is responsible for liquidity management in times of crisis. Throughout the organisation adequate and up-to-date contingency funding plans are in place to enable senior management to act effectively and efficiently in times of crisis.

Stress Testing

Stress testing is a valuable risk management tool. Stress testing evaluates the bank’s financial stability under severe but plausible stress scenarios and assists in decision-making that assures the bank to remain a financially-healthy on-going concern after a severe event occurs. In addition to the bank-wide stress test framework as described in the ING Bank risk profile section, ING Bank produces on a regular basis several stress test reports with respect to our funding and liquidity position. Some of these stress tests are regulatory driven, and others which are based on internal stress scenarios:

• On a weekly basis ING reports an internal liquidity stress scenario. This report shows the development of the liquidity buffer during a 3-month-stress period, on a consolidated level and for the main entities, and split in EUR and USD.

• On a monthly basis ING reports a number of stress scenarios, based on regulatory requirements:

• 1-month DNB liquidity buffer, according to DNB regulation.

• Liquidity Coverage Ratio (LCR), based on Basel III and draft CRD IV regulation.

On ad-hoc basis ING Bank has performed additional stress tests related to the funding and liquidity position. Overall stress testing is an integral part of the liquidity and funding risk management framework and serves as input for the risk appetite statements as well as for the contingency funding plan.

Contingency funding plans address both temporary and long-term liquidity disruptions, triggered by either a general market event or an ING Bank specific event.

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NON-FINANCIAL RISK

The Non-Financial Risk (NFR) department encompasses the Operational and Compliance risk management teams. It ensures appropriate risk controls in these areas by setting clear and accessible policies and minimum standards which are embedded in ING Bank business processes in all business lines. An infrastructure is in place to enable management to track incidents and non-financial risk issues. A comprehensive system of internal controls creates an environment of continuous improvement in managing non-financial risk. ING Bank uses this knowledge (including lessons learned from incidents) to improve the control of key risks.

ING Bank believes that fully embedding controls preserves and enhances the trust of its customers, staff and shareholders and so is essential to building sustainable businesses. ING Bank’s Business Principles set the foundation for the high ethical standards ING Bank expects of all business activities. ING Bank’s Business Principles require all staff to conduct themselves, not only within the letter of laws and regulations, but also with integrity, being open and clear, respectful, and responsible.

Governance

At all levels in the organisation Non-Financial Risk Committees (NFRCs) are established that identify, measure and monitor the operational and compliance risks of the region or business unit with appropriate quality of coverage (granularity) and to ensure that appropriate management action is taken by the responsible line managers at the appropriate level of granularity. NFRCs, chaired by the CEO of the entity, steer the risk management activities of the first and second line of defence in their entities.

The Head of Non-Financial Risk is responsible for developing the framework of policies and standards within ING Bank and for monitoring the quality of non-financial risk management in the business lines. The Bank NFRC is the primary approval and oversight committee. The Non-Financial Risk dashboard (NFRD) enables management to focus on the ten operational risk areas through the quarterly report on regional, divisional and Bank level.

The Non-Financial Risk Department uses a layered functional approach within business lines to ensure systematic and consistent implementation of the Bank framework, policies and minimum standards. To avoid potential conflicts of interests, it is imperative that the staff working in the department is impartial and objective when advising business management on non-financial risk matters in their business unit or business line. To facilitate this, a strong functional reporting line to the next higher level within NFR is in place. The functional reporting line has clear accountabilities with regard to objective setting, remuneration, performance management and appointment of new staff.

Framework

ING Bank has a comprehensive framework for Operational and Compliance risks. This supports and govern the process of identifying, mitigating, measuring and monitoring non-financial risks thus reflecting the stages described in the Enterprise Risk Management model of COSO (Committee of Sponsoring Organisations of the Treadway Commission).

The risk appetite (defined as the acceptable and authorised maximum level of risk) is set in each of the NFR risk areas and must be adhered to. This risk appetite is monitored quarterly through the Non-Financial Risk Dashboard which reports the key non-financial risk exposures.

Processes are in place to identify key threats, vulnerabilities and the associated risks which might cause adverse events. Event identification is performed proactively and precedes a risk assessment. Different techniques for event identification exist within ING Bank, e.g. Risk & Control Self-Assessments, scenario analysis, external events inventories, internal incident analysis (e.g. lessons learned based on information from incident reporting), key risk indicator events and threat scans.

At least once a year business units and departments perform a Risk & Control Self-Assessment with involvement of the business and their Operational Risk, Compliance, Legal and Finance departments.

Based on the results of the risk assessment, response measures must be determined for the identified risks beyond the risk appetite. Risk response actions balance the expected cost for implementing these measures with the expected benefits regarding the risk reduction. Risk response can be achieved through several combinations of mitigation strategies, for example reducing likelihood of occurrence, reducing impact, risk avoidance, risk acceptance or through the transfer of risk. Tracking takes place through ING Bank’s central risk management system.

The yearly objective setting process for both business management and NFR professionals aims to keep improving the management of NFR risk throughout ING Bank to ensure that ING stays in control of its current and future NFR risks.

Operational Risk

Operational risk is defined as the risk of direct or indirect loss resulting from inadequate or failed internal processes, people and systems or from external events. It includes the related risk of reputation loss, as well as legal risk but strategic risks are not included. Effective operational risk management leads to more stable business processes (including IT systems) and lower costs.

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Internal and External Fraud Risk

ING Bank continues its strong commitment to preventing any involvement in Banking Fraud. This requires ensuring sufficient allocation of resources and funds for incident investigation and incident management across all business lines. Phishing and Trojans are increasingly becoming more sophisticated but card skimming also remains an important area of focus for fraud risk.

Cybercrime

There continues to be an increase in the world-wide cyber threat and more stringent regulations are being introduced regarding cyber security of e-banking (e.g. ECB’s Recommendations for the security of Internet Payments). Under the auspices of the Management Board, a Cybercrime Task Force has been set up within ING Bank to ensure a coordinated and effective response to the threat of cybercrime. The Cybercrime Task Force aims to improve knowledge sharing and to structure effective prevention, detection and incident response across the ING Bank.

In 2012 ING Bank further strengthened collaboration against cybercrime with the industry (e.g. national bank associations), law enforcement, government (e.g. Nationale Cyber Security Center) and Internet Service Providers (ISPs).

AMA framework and model

In the past two years, ING Bank renewed the different elements of the AMA model and framework: the risk assessment approach, use of a bank wide set of Key Risk Indicators, Risk Appetite Statement, set of Key Controls, registration of risk controls, incidents and issues in a central database and the Operational Risk Capital model. This enables ING Bank and its divisions to manage Operational Risk Capital based on a strong AMA framework and governance.

AMA Model

The AMA model of ING Bank used for regulatory capital reporting follows the Loss Distribution Approach (LDA) and is based on both external and internal loss data exceeding EUR 1 million. The model is adjusted for the specific measured quality of control in a business line. This provides an incentive to local (operational risk) management to better manage operational risk.

Transition to a new Operational Risk capital model

In 2011, ING built a new Operational Risk Capital model in which, the risk profile is more closely tailored to the internal profile of ING Bank and its divisions by using scenario data for capturing severe risks and internal loss and Risk & Control Self-Assessment data for capturing day-to-day risks. The business has a strong role in assessing scenario severities and the Operational Risk Management function in validating the results. This model will be applied from 2013 onwards.

Conceptual differences between Operational Risk model used for Regulatory Capital and Economic Capital

Regulatory Capital	Economic capital
Confidence level of 99.90%	Confidence level of 99.95%
No interrisk diversification applied	Interrisk diversification applied
Operational Risk scenarios used for validation	Operational Risk scenarios included in calculation
Assessment of severe risks mainly driven by External Loss Data	Assessment of severe risks driven by a mix of scenarios and External Loss Data
Internal loss data used for capturing day-to-day risks	Internal loss and Risk & Control Self-Assessment data use for capturing day-to-day risks
Scorecard approach to assess the level of control	Key Control Testing to assess the level of control
Confidence level of 99.90%	Confidence level of 99.95%

Risk profile

The AMA capital for the fourth quarter of 2012 amounts EUR 2,836 million. This equals the reported AMA capital of last year because of an imposed capital floor of EUR 2,836 million.

Economic and Regulatory Capital (Bank diversified only) by risk type

	Economic Capital				Regulatory Capital
	2012		2011		2012		2011
Operational Risk		1,763		1,683		2,836		2,836

Compliance Risk

Compliance risk is defined as the risk of impairment of ING Bank’s integrity as a result of failure (or perceived failure) to comply with relevant laws, regulations, ING Bank policies and standards and the ING Bank Business Principles. In addition to reputational damage, failure to effectively manage compliance risks could expose ING Bank to fines, civil and criminal penalties, and payment of damages, court orders and suspension or revocation of licenses, which would adversely impact customers, staff, shareholders and other shareholders of ING. Clear and practical policies and procedures are embedded in ING Bank business processes in all Business Lines. Systems are in place to enable management to track current and emerging compliance risk issues, to communicate these to internal and external stakeholders, and to drive continuous improvement. ING Bank appreciates that good compliance risk management involves understanding and delivering on the expectations of customers, staff, shareholders and other stakeholders, thereby strengthening the quality of key relationships.

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Governance

Compliance Risk Management function

The Chief Compliance Officer (CCO) is the General Manager of the Compliance Risk Management department. This is an independent function responsible for developing and establishing the Bank-wide Compliance Risk Management Charter & Framework, establishing the Minimum Standards for managing compliance risks and assisting and supporting the Management Board Bank in managing ING Bank’s compliance risks.

ING Bank uses a functional approach to ensure systematic and consistent implementation of the Bank-wide Charter & Framework, policies, Minimum Standards and related procedures. The Local Compliance Officer has the responsibility to assist local management in managing local Compliance Risk. The Regional or Universal Bank Compliance Officer has a management and supervisory role over all functional activities of the Compliance Officers in the respective region or Universal Bank. The CCO and the Bank Compliance Risk Management Team provide overall direction to the Regional or Universal Bank Compliance Officers.

To avoid potential conflicts of interest, it is imperative that the Compliance Officers are impartial and objective when advising business management on Compliance Risk in their business unit, region, country or entity. To facilitate this, a functional reporting line to the next higher level Compliance Officer is in place. The functional reporting line has clear accountabilities relating to objective setting, remuneration, performance management and the appointment of new Compliance Risk Management staff as well as obligations to veto and escalate.

Scope

The Compliance Risk Management function focuses on managing the risks arising from laws, regulations and standards which are specific to the financial services industry. The Compliance Risk Management function actively educates and supports the business in managing compliance risks such as, but not limited to, money laundering, terrorist financing, sanction and export control compliance, conflicts of interest, proper sales and trading conduct and protection of customer interests.

ING Bank categorises compliance risk into four conduct-related integrity risk areas: client conduct, personal conduct, organisational conduct as well as financial conduct. ING Bank has a Whistleblower Procedure which encourages staff to speak up if they know or suspect a breach of external regulations, internal policies or Business Principles.

Extra-territorial regulations

Financial institutions continue to be closely scrutinised by regulatory authorities, governmental bodies, shareholders, rating agencies, customers and others to ensure they comply with the relevant laws, regulations and standards. Bank regulators and other supervisory authorities in Europe, the US and elsewhere continue to oversee the activities of financial institutions to ensure that they operate with integrity and conduct business in an efficient, orderly and transparent manner.

ING is fully committed to complying with all applicable sanction legislation and with all obligations and requirements under those applicable laws including freezing and reporting obligations with regard to transactions involving a US, EU or UN Sanction Targets. In addition ING designates specific countries as Ultra High Risk and prohibits client engagements and transactions (including payments or facilitation) involving those countries. Certain exceptions on this policy are allowed after express and case-specific consent, and provided that the applicable sanctions laws and regulations are met. At present, the specified countries are Myanmar, North Korea, Sudan (North Sudan and South Sudan), Syria, Iran and Cuba. Each of these countries is subject to a variety of EU, US and other sanctions regimes. Cuba, Iran, Sudan, and Syria are identified by the US as state sponsors of terrorism and are subject to US economic sanctions and export controls.

ING Bank has had a sanctions policy in place since 2007 and has a mandate to run down any existing commitments. As such, remaining exposure and contacts arise solely in the context of the Bank’s on-going efforts to run down the legacy portfolio of commitments.

ING Bank seeks to meet the standards and expectations of regulatory authorities and other interested parties (e.g. Governments / NGO bodies) through a number of initiatives and activities, including scrutinising account holder information, payment processing and other transactions to support compliance with regulations governing money laundering, economic and trade sanctions, bribery and other corrupt practices.

ING continuously enhances its compliance risk management programme to ensure that ING complies with international standards and laws.

Furthermore ING has an on-going objective to continuously strengthen the Financial Economic Crime (FEC) controls related to: Managing Anti-Money Laundering (AML), Combat Terrorist Financing (CTF); and Export Trade and Sanction risks. Hence ING implemented Policies on Financial Economic Crime that provide a clear statement on Financial Economic Crime in order to guard against any involvement in criminal activity, and to participate in international efforts to combat money laundering and the funding of terrorist and criminal activities.

Regulatory measures and law enforcement agencies investigations

On 12 June 2012, ING Bank entered into a Settlement Agreement with U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) and Deferred Prosecution Agreements with the Department of Justice, the United States Attorney’s Office for the District of

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Columbia and the District Attorney of the County of New York (together the “U.S. Authorities”) in relation to the investigation by those agencies into compliance with U.S. economic sanctions and U.S. dollar payment practices until 2007. Under the terms of the Deferred Prosecution Agreements, no further action will be taken against ING Bank if it meets the conditions set forth in the agreements during an 18 months period. As part of the settlement, ING Bank has paid a total penalty of EUR 473 million. As announced on 9 May 2012, ING Bank recognised a provision in the first quarter of 2012 by which this issue has been sufficiently covered. ING Bank has cooperated closely and constructively with regulators and other authorities throughout this process. The U.S. Authorities have recognised ING’s substantial cooperation in the resolution and ING’s efforts and commitment to continuously enhance compliance within the organisation.

Enhancements implemented are designed with the aim to support the compliance culture and preventing practices of this nature occurring in the future.

Main developments in 2012

Regulator relationships

Bank Compliance Risk Management continued its policy of investing in pro-active relationship building with regulators in the jurisdictions where ING Bank operates, by striving for an open two-way approach to communication and cooperation in identifying and mitigating compliance risks for ING Bank as well as seeking to contribute to the regulatory debate going forwards.

Promoting Integrity Programme

Bank Compliance Risk Management, together with Human Resources and Corporate Communications & Affairs, continued with the roll-out of the Promoting Integrity Programme (PIP), a global employee education programme focusing on ING Bank’s values (including the ING Bank Business Principles) and the role they play in the business and workplace. Short e-modules were developed on Financial Economic Crime, Information Technology, Business Continuity and Gifts, Entertainment and Anti-Bribery, and were followed by manager-led dialogue sessions, where employees discussed what integrity means for them and how the Business Principles and ING Bank Policies and standards can be applied in their daily work.

Gifts, Entertainment and Anti-Bribery Policy

ING Bank issued a revised Gifts, Entertainment and Anti-Bribery Policy to reinforce its importance, taking into account the changing regulatory landscape (e.g. recent interpretations of the US Foreign Corrupt practices Act) as well as the associated increase of focus by regulators and other interested parties on this topic. Guidance documents, briefings and training were also developed to ensure the appropriate level of understanding across the business.

Learning

Continuous global education and awareness training was provided in face to face sessions and e-learn modules and new resources on topics such as Continuity Risk (covering business continuity, crisis management and disaster recovery), Gifts, Entertainment and Anti-Bribery, FEC (Financial and Economic Crime and Customer Suitability were added to the library. Compliance Risk Management also continued its mandatory global Compliance Officer Training programme for all new compliance officers in ING Bank.

BUSINESS RISK

Business Risk for ING Bank has been defined as the exposure to value loss due to fluctuations in volumes, margins and costs, as well as customer behaviour risk. It is the risk inherent to strategy decisions and internal efficiency. The calculation of Business Risk Capital is done by calculation of two components,

(i) Expense risk relates to the (in) flexibility to adjust expenses, when that is needed.

(ii) Customer behaviour risk relates to clients behaving differently than expected and the effect that this behaviour can have on customer deposits and mortgage pre-payments. The customer behaviour risk is calculated by stressing the underlying assumptions in the models for behavioural assets and liabilities.

Each of these components is calculated separately, and combined to one business risk figure via the variance-covariance methodology.

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ING INSURANCE

ING INSURANCE RISK MANAGEMENT GOVERNANCE

ING is engaged in selling a broad range of life and non-life insurance products. Risks from these products arise with respect to the adequacy of insurance premium rate levels and provisions for insurance liabilities, earnings and capital position, as well as uncertainty as to the future returns on investments of the insurance premiums. Financial Risks include investment risk, asset and liability management and surplus and capital issues. Insurance product risks include insurance risks (actuarial and underwriting) and interest rate sensitivity. Compliance risk, legal risk, reputation risk and operational risk are classified as Non-Financial Risks.

The Management Board Insurance EurAsia (MBE) consists of 8 members, including the members of the ING Group Executive Board, and is responsible for managing risks associated with the insurance activities in Europe and Asia. The Board US Incorporated consists of 6 members, including the members of the ING Group Executive Board, and is responsible for managing risks associated with the insurance activities in the United States (ING Insurance US).

In anticipation of the intended divestment of the insurance activities, to a large extent risk management has been delegated to ING Insurance EurAsia and ING Insurance US with an oversight role at Group level.

In 2011, ING has completed the divestment of its Latin American pensions, life insurance and investment management operations. This transaction was the first major step in the divestment of ING’s insurance and investment management activities. In 2012, ING Insurance and investment management activities in Asia and its reinsured Japan SPVA businesses in Corporate Reinsurance are classified as held for sale and as discontinued operations. In the remaining section of ING Insurance EurAsia, the risks of the discontinued operations in Asia have been removed from the figures in 2011 and 2012.

Governance

Risk governance ensures a robust and responsive governance structure that adequately manages the risks ING is exposed to and effectively responds to adversity so as to preserve ING’s financial position as determined by the risk appetite.

Risk management within ING is the primary responsibility of the ING Group Chief Risk Officer (CRO). The ING Group Chief Risk Officer has a direct functional line with the Chief Risk Officer of ING Insurance EurAsia and with the Chief Risk Officer of ING Insurance US. The General Manager of Insurance Investments is responsible for winding down the activities within Insurance Investments. The ING Group CRO is supported by the Risk functions of ING Group and by the Group functions Corporate Legal and the Functional Controller Insurance.

Ongoing changes in the regulatory environment

Amidst the current and on-going crisis, it is inevitable that regulation will seek more certainty from undertakings. Regulation will impact insurers in many ways which will require adaptation and alignment with internal views. Inter alia, regulation will seek to ensure undertakings maintain capital adequacy. Regulation will also provide impediments to risk-based pricing in the form of anti-discrimination restrictions whereby certain risk factors will not be allowed for risk-based pricing and provisioning.

ING Risk Management will take these developments into account preparing for the new regulatory environment. The involvement in industry associations such as the CRO Forum, CFO Forum and Pan European Insurance Forum (PEIF) keeps ING close to these developments and enables responsive action in this regard.

• The most important regulatory focus for the insurance industry is the continued development by the European Union of the Solvency II capital adequacy framework. Solvency II is intended to be the European, economic, risk-based and market-consistent regime whereby capital requirements are directly dependent on an insurer’s assets and liabilities. However, some of the proposed measures currently under discussion are considered unduly conservative and deviate from economic principles. It is therefore very important that the Solvency II framework, as originally envisaged, will become market-based, avoid pro-cyclicality and adequately reflect the position of insurance undertakings during market volatility. The EU politicians and regulators drafting the framework should therefore ensure that the measures to be implemented are robust enough throughout the cycle. ING Insurance EurAsia is working actively with relevant stakeholder in the insurance industry to advise EU politicians and regulators to come up with concrete proposals that realise these objectives;

• The insurance business is affected by regulatory action, for instance regulations affecting taxes, pension regulation and customer protection. In the first quarter, the European Court of Justice ruled that price differentiation based on gender for any insurance products sold in the European Union is not allowed from 21 December 2012 onwards. This will only impact new business and exclude repricing and extensions. ING Insurance EurAsia will adapt to these impediments such that ING Insurance EurAsia will continue to provide protection offerings to the current, prospective and future policyholders;

• State insurance regulators in the United States and the National Association of Insurance Commissioners (NAIC) regularly re-examine existing US laws and regulations applicable to insurance companies and their products. The NAIC adopted the Valuation Manual for Principles Based Reserving of Life Insurance and Annuity products at their December 2012 meeting. The Manual now must be adopted by 42 states prior to becoming effective. The NAIC also adopted the Risk Management and Own Risk and Solvency Assessment Model Act (the ‘ORSA Model Act’) in 2012. This Act requires companies to do an ORSA by 1 January 2015.

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IFRS reserve adequacy test

As per 31 December 2012, the reserves for ING Insurance remained adequate above the prudent 90% confidence level, and all business lines exceeded the 90% confidence level with the exception of the US Closed Blocked Variable Annuities (VA), which improved from EUR – 3.2 billion at year-end 2011 to EUR – 1.7 billion at year-end 2012, driven by assumption and model changes as well as market performance during the year. That improvement was offset by a decline at Insurance Benelux as a result of derisking and low interest rates as well as new mortality tables in the Netherlands.

If the aggregate reserves for a business line fall below the 50% confidence level, the shortfall must be recognised immediately in the profit and loss (P&L) account. Such a charge may be triggered in Asia as ING divests its business units in the region, because a reserve inadequacy in Japan is currently compensated by a surplus in other units. The reserve inadequacy for the Japanese insurance business, including the VA guarantees reinsured by ING Reinsurance, was approximately EUR 0.4 billion at the 50% confidence level at 31 December 2012. This is comprised of an inadequacy of approximately EUR 0.9 billion for the closed block VA, offset by a sufficiency of EUR 0.5 billion for the corporate-owned life insurance business. The nature and timing of any P&L charge from such reserve inadequacy depends on the closing of other divestments in Asia as well as various options currently under investigation for ING Life Japan. Further announcements will be made if and when appropriate.

New mortality tables in The Netherlands

The Dutch Bureau of Statistics (CBS) published their bi-annual update of mortality projections in the Netherlands, which are used by the Dutch insurance businesses. The update had no impact on the IFRS P&L, but is reflected in the IFRS reserve adequacy test and the capital ratio (IGD ratio) for ING Insurance. The impact on the IGD ratio was approximately 4 percentage points. Nationale-Nederlanden established an additional provision for longevity more than 15 years ago to cover the risk related to increasing life expectancy in the group pension business. Upon renewal, group pension contracts are recalculated and, to date, any required increase in the provision for insurance contracts due to mortality has been offset against the longevity provision.

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ING INSURANCE EURASIA

MISSION AND OBJECTIVES

Risk is at the heart of the insurance business model. Adding value to clients and shareholders by appropriately pooling and diversifying risks is the core function. Insurance risks are borne by accepting premiums from policyholders which in turn are invested, thereby generating return potential and market risks. Risk Management is the basis for creating value for policyholders and shareholders. The willingness to take risks and ability to appropriately manage the risks we accept and those we do not accept is of paramount importance.

ING’s approach to risk management is facilitated by a risk appetite framework that establishes the risks the company wishes to acquire, avoid, retain and/or remove in its pursuit of its strategic objectives. The risk appetite framework combined with the risk measurement framework is the basis for our day to day risk management execution. Business units report regularly on their risk profile.

RISK GOVERNANCE

ING Insurance EurAsia’s risk framework is based on the ‘three lines of defence’ concept which ensures that risk is managed in line with the risk appetite as defined by the Management Board Insurance EurAsia (MBE) and ratified by the Supervisory Board and is cascaded throughout ING Insurance EurAsia.

Board level risk oversight

ING Insurance EurAsia has a two-tier board structure consisting of the MBE, including the Executive Board members of ING Group and the Supervisory Board Insurance EurAsia.

The Supervisory Board is responsible for supervising the policy of the MBE and the general course of affairs of the company and its businesses. For Risk Management purposes the Supervisory Board is assisted by two sub-committees:

• The Audit Committee assists the Supervisory Board in supervising and advising the MBE with respect to the structure and operation of internal risk management and control systems, as well as compliance with legislation and regulations applicable to ING Insurance EurAsia and its subsidiaries;

• The Risk Committee assists the Supervisory Board in supervising and advising the MBE with respect to ING EurAsia’s strategy and its risk policies, including the risks inherent in its business activities.

To the extent that the committees do not determine otherwise, the Chief Risk Officer (CRO) attends the meetings of both committees.

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The MBE is responsible for managing the risks associated with the activities of ING Insurance EurAsia. The MBE’s responsibilities include ensuring the risk management and control systems are effective and ING Insurance EurAsia complying with legislation and regulations. The MBE reports and discusses these topics on a regular basis with the Supervisory Board, and reports to the Risk Committee on a quarterly basis on ING Insurance EurAsia’s risk profile versus its risk appetite.

As part of the integration of risk management into the strategic planning process, the MBE annually issues a Planning Letter which provides the organisation with the corporate strategic planning, and addresses key risk issues. Based on this letter the business lines develop their own business plans, including qualitative and quantitative assessment of the risks involved. Risk appetite, risk tolerance levels and risk limits are explicitly discussed as part of the process. Based on the business plans the MBE formulates the Strategic plan which is submitted to the Supervisory Board for approval.

Executive level

The MBE is supported by two committees with regards to risk:

• Finance and Risk Committee

The primary responsibility of the committee is to align finance and risk decisions that have an impact on internal and/or external reporting of ING Insurance EurAsia. This includes advising on, (pre-) approving, reviewing and taking actions on issues that impact the financial condition of ING Insurance EurAsia. The Finance and Risk committee has two sub-committees dealing with different risk areas:

• EurAsia Model Committee – The authority that approves methodologies, models and parameters used for measuring Risk, Economic Capital and Market-Consistent Valuations which are applied within ING Insurance EurAsia;

• Impairment Committee – The authority where impairments for financial reporting purposes are approved (including loan loss

provisions).

• Risk Committee MBE

The Risk Committee MBE includes all MBE members and heads of finance & risk staff departments. It discusses and decides on risk related items, approves limits and tolerance levels per risk category and approves and mandates action plans for specific financial, product and operational risk issues. The Risk Committee MBI EurAsia has three sub-committees dealing with different risk areas:

• Financial Risk Committee – Oversees all financial risks within the ING Insurance EurAsia entities;

• Product Risk Committee – Oversees all insurance product risks within the ING Insurance EurAsia entities;

• Non-Financial Risk Committee – Oversees all non-financial risks within ING Insurance EurAsia.

Risk Management Function

The CRO bears primary and overall responsibility for the risk management function within ING Insurance EurAsia, which identifies, measures, monitors and reports risk within ING Insurance EurAsia. The risk function maintains and updates the policy framework, develops risk methodologies and advises on the risk tolerance and risk profile. The CRO assures that both the Supervisory Board and MBE are well informed and understand the material risks within ING Insurance EurAsia at all times.

The CRO delegates day-to-day Risk Management within ING Insurance EurAsia to the Deputy CRO. The Deputy CRO department consists of several risk functions that support the overall Risk Management function. Doug Caldwell joined as CRO of ING Insurance EurAsia as of December 2012. A new reporting structure will become effective in 2013.

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Regional level and business unit level have separate risk committees. The Regional CROs report functionally to the Deputy CRO, while the Business Units CROs in turn functionally report to the Regional CROs. Within ING Insurance EurAsia Compliance Risk Management is part of the Legal and Compliance function.

Product Approval and Review Process

A critical aspect of risk management is that all products are designed, underwritten and priced effectively. Within ING Insurance EurAsia this is safeguarded by the Product Approval and Review Process (PARP). This standard includes requirements to risk profile, value-oriented pricing metrics, targets and documentation. The PARP includes requirements to assess market risks, credit risk, insurance risk, compliance risk, legal risk, operational risk as well as the assessment of the administration and accounting aspects of the product. Requirements with respect to the customer suitability of insurance products are an integral part of the PARP.

New Investment class and investment mandate process

Complementing the PARP for insurance products, ING Insurance EurAsia maintains a New Investment Class Approval and Review Process (NICARP) for approving new investment classes. Each asset ING Insurance EurAsia invests in should be on the Global Asset List; the list of all approved investment classes. Each Business Unit maintains a Local Asset List that is a subset of the Global List. For a limited number of investment classes, a Group Investment Transaction Approval (GITA) is required for each new transaction. This requirement only applies when the level of complexity or diversity warrants Group approval for individual (programmes of) transaction(s). Actual investments are made based on Investment Mandates, a formal agreement between the owner of the investments and its asset manager. Business Units can only include investment classes in their Investment Mandates that are on their Local Asset List. Next to setting the allowed investment classes, the mandate also serves to agree the strategic asset allocation and asset, industry, regional, and credit concentration limits.

Reserve adequacy

The ING Insurance EurAsia Group Actuary gives all ING Insurance EurAsia entities instructions and supervises to ensure that the IFRS insurance liabilities of ING Insurance EurAsia are tested for adequacy taking into account the insurance premium rate levels and the uncertainty of future returns on investments. The reserve adequacy test is executed by evaluating insurance liabilities on current best estimate actuarial assumptions plus a risk margin, ensuring that the reserves remain adequate based on these assumptions. The assumed investment earnings are a combination of the run-off of portfolio yields on existing assets and new money and reinvestment rates. For short-term and reinvestments, new money rates are used. For other reinvestments, long-term best estimate assumptions are taken into account. For many products stochastic testing is required, taking the 90th percentile of results as the required level. In the case where deterministic testing is used, the 90% confidence level is achieved by subtracting risk margins of 20% from the best-estimate interest rates or one percent point, whichever is higher.

Policies

ING Insurance EurAsia has a comprehensive set of risk management policies in place, which are regularly updated to align with best practices, regulations and change in business profile. Starting in 2011, ING Insurance EurAsia reviews all policies for compliance with emerging Solvency II and other regulations, for example Capital Requirements Directive III (CRD III).

Model governance

Models with regards to the disclosed metrics are approved by the ING Insurance EurAsia Model Committee (EMC). The EMC is responsible for policies, procedures, methodologies, models and parameters which are applied within ING Insurance EurAsia. Regional Model Committees are in place for the approval of regional models and parameters. Significant regional models and parameter changes are also subject to EMC approval. Furthermore, the Model Validation function carries out periodic validations of the internal models. To ensure independence from the business and other risk departments the department head reports directly to the Deputy CRO.

RISK APPETITE FRAMEWORK

Our risk appetite determines what risk our companies wish to acquire, to avoid, to retain and/or to remove. It defines our attitude to risk we would like to and are able to take in the near future and consists of risk preferences, our risk tolerances, our risk limits and controls. The risk appetite is determined for each of our business units. The risk appetite framework combined with our risk measurement framework is the basis for our day to day risk management execution. Business units report regularly on their risk profile.

	Description
Risk Appetite	A qualitative statement defining the playing field ING Insurance EurAsia wants to act in. Driven by ING Insurance EurAsia’s business strategy.
Risk Tolerance	A quantitative boundary on the risks in which the risk taking should be within. Driven by Capital Rating targets and local capital restrictions and risk appetite for financial and non-financial risks.
Risk Limits	Limit setting to a granular level for business units throughout the organisation to constrain risk taking at the operational level within the business.

The risk appetite, tolerance, and limit structure includes the ‘Available Financial Resources over Economic Capital’ ratio (AFR/EC), leverage ratios, IFRS earnings sensitivities, local capital sensitivities, and concentration risks. The AFR/EC ratio is defined as the Available Financial Resources (AFR) over the amount of capital required for the current net asset value to absorb unexpected losses in a scenario based on a 99.5% confidence level with a one year time horizon. The confidence interval and horizon are aligned to Solvency II.

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Risk Monitoring

ING Insurance EurAsia uses various tools to monitor its risk exposures – ensuring we remain within our risk appetite. A robust risk appetite combined with our governance frameworks ensures timely response to address any exposures that breach our risk appetite. Below we list the main risk controls that are in place to monitor risk and allow management to take risk mitigating actions or revisit our risk appetite to ensure it still lies within our risk capacity:

• Financial risks are reported to the Risk Committee of ING Insurance EurAsia at each level of the organisation through Financial Risk Dashboards. The risk committee monitors the exposures versus the tolerances and limits and can decide to take mitigating actions or waivers. Waivers need to be asked upfront. Capital ratios are reported to the Management Board through the Capital Adequacy Report;

• Investment risks are reported at group level to the Risk Committee of ING Insurance EurAsia through the Investment Risk Dashboard and the Liquidity Risk Report. The Risk Committee monitors the exposures versus the tolerances and limits and can decide to take mitigating actions or waivers. Waivers need to be asked upfront;

• Furthermore, the investment mandate process, the New Investment Class Approval and Review Process (NICARP), policies and procedures on investment risk are monitored by the Financial Risk Committee;

• Underwriting risk is monitored mostly through the product approval process (PARP) at business line and business unit level. Adequacy of our technical reserves is monitored and reported at all levels of the organisation;

• The non-financial risks are monitored through the non-financial risk dashboard (NFRD) process at all levels in the organisation. The NFRD provides management at all organisational levels with information about key operational, compliance and legal risks and incidents.

Model Risk

Model governance and validation should ensure that the models that are used are valid for their intended use. Model validation is reporting quarterly on their findings to the Finance & Risk Committee. All models in scope are classified as according to their materiality based on internal classification.

Stress Testing

ING Insurance EurAsia complements its regular risk reporting process for financial and non-financial risks with (ad hoc) stress tests. Stress testing examines the effect of exceptional but plausible scenarios on the capital position of ING Insurance EurAsia. Stress testing can be initiated internally or by external parties such as the Dutch Central Bank (De Nederlandsche Bank – DNB) and the European Insurance and Occupational Pensions Authority (EIOPA).

Risk Profile

Risk type description

ING Insurance EurAsia identifies the following main types of risk that are associated with its business:

• Insurance risk – risks such as mortality, morbidity, longevity and property and casualty (P&C) associated with the claims under insurance policies it issues/underwrites; specifically, the risk that premium rate levels and provisions are not sufficient to cover insurance claims;

• Business risk – risk driven by the possibility that experience deviates from expectations with respect to policyholder behaviour, expenses and premium re-rating. These fluctuations can occur because of internal, industry, or wider market factors. It is the risk inherent in strategy decisions and internal efficiency, and as such strategic risk is included in business risk;

• Market risk – the risk of potential losses due to adverse movements in market variables. Market risks include interest rate, equity, real estate, implied volatility, credit spread including illiquidity premium, and foreign exchange risks;

• Credit risk – the risk of potential losses due to default by ING Insurance EurAsia debtors (including bond issuers) or trading counterparties;

• Liquidity risk – the risk that ING Insurance EurAsia or one of its subsidiaries cannot meet its financial liabilities when they come due, at reasonable cost and in a timely manner. Liquidity risk can materialise both through trading and non-trading positions;

• Operational risk – the risk of direct or indirect losses resulting from inadequate or failed internal processes, people and systems or from external events. It includes reputational risk, as well as legal risk;

• Compliance risk – the risk of damage to ING Insurance EurAsia’s integrity as a result of failure (or perceived failure) to comply with relevant laws, regulations, internal policies, procedures and ethical standards.

Discontinued operations

In 2012, ING Insurance and investment management activities in Asia Pacific and its reinsured Japan SPVA businesses in Corporate Reinsurance are classified as held for sale and as discontinued operations. Risks in the discontinued operations have and will be actively managed according to ING best practices. The main risk in Asia Pacific remains interest rate risk. This is mainly present in South Korea and management continues to take actions to reduce this risk.

Sales agreements have been reached for Malaysia, Thailand, Hong Kong/Macau and India insurance operations. For Malaysia, the sale was completed in December.

The remaining part of the ING Insurance EurAsia risk management paragraph will exclude the discontinued operations. The 2011 comparative numbers have been restated accordingly.

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Economic Capital

Economic Capital (EC) within ING Insurance EurAsia is defined as the amount of additional assets to be held above the market value of liabilities in order to ensure a positive surplus in case of adverse movements. The Economic Capital model is based on a 99.5% level of confidence interval on a one-year time horizon and is before any adjustment for tax impacts.

Model disclosure

ING quantifies the impact of the following types of risk in its EC model:

• Market Risk – Most asset are individually (re)valuated under different economic scenarios. The rest of the assets (mortgages) and the financial component of the liabilities are replicated by the business units using a finite set of standard financial instruments. The replication is based on stochastic cash flows produced by the local actuarial systems using a set of economic scenarios. The quality of the replication is monitored by several statistical criteria, including R-squared, and benchmarked against market value sensitivities;

• Credit default Risk – Calculated on portfolios which contain credit or transfer risk, including investment portfolios. The EC is calculated based on the following seven drivers: Probability of Default (measure of the standalone creditworthiness of individual debtors), Exposure at Default (estimated size of the financial obligation at the moment of default in the future), Loss Given Default (estimated recovery value of the underlying collateral or guarantees received (if any) and the unsecured part), Industry of the debtor, Country of the debtor, Remaining tenor of the underlying transactions and Type of Assets;

• Insurance Risk – Calculated by the business unit for all sub-risks for Life, Morbidity and P&C Risk;

• Business Risk – Calculated by the business unit for Persistency, Expense and Premium-rerating Risk;

• Operational Risk – Calculated by a corporate risk model for all business units, in alignment with Solvency II Standard Formula.

EC Calculation and aggregation

For the EC calculation the risk system (ECAPS) uses a sufficient number of scenarios to simulate market risks and credit default risk. A dependency structure is used to reflect correlations between risk drivers when generating the economic scenarios. The scenarios are calibrated based on the historical time series of the market risk drivers using relevant available historical data. Volatilities and correlations are calibrated to represent the distribution on a quarterly frequency. For each of the scenarios the market value of assets and liabilities and the change in value of the Market Value Surplus (MVS) is recalculated. Sorting the results and selecting the 99.5% worst change in MVS result provides the Economic Capital for the given level of aggregation.

The EC numbers for business and insurance risk are calculated in local systems based on industry data, experience studies and expert judgement. These EC numbers are aggregated with the EC for market risk and credit default risk, taking into account diversification. Operational risk capital is treated as an add-on and therefore not part of the diversification between risk types.

For EC calculation ING Insurance EurAsia uses a one-year time horizon. The Economic Capital model will continue to be updated to reflect most recent market data, developments in best practices, and regulations such as Solvency II.

Risk profile

The following table presents the reconciliation from the EC 2011 for ING Insurance EurAsia as reported in the Annual Report 2011, to the comparable basis for ING Insurance EurAsia 2012. This reflects changes in scope, models and methodology. All risk figures disclosed in the remaining part of ING Insurance EurAsia will be on comparable basis to 2012.

Economic Capital 2011 reconciliation

amounts in billions of euros	2011
As reported for ING Insurance EurAsia in 2011		10.3
Exclude ING Insurance Asia Pacific discontinued operation		–3.8
ING Insurance EurAsia excluding discontinued operation		6.5
Change in models and methodology		–0.9
ING Insurance EurAsia 2011 excluding discontinued operation, on a basis comparable to 2012		5.6

The exclusion of ING Insurance Asia Pacific entities relates to all business units in Asia Pacific, ING’s Insurance and investment management businesses and the reinsured Japan SPVA businesses in corporate reinsurance that have been classified as discontinued operations and that were considered in last year’s EC. Reference is made to Note 23 ‘Discontinued operations’.

In 2012, ING Insurance EurAsia revisited and refined Economic Capital methodologies. This resulted in an overall decrease of EC of EUR 0.9 billion as per year end 2011. This is mainly driven by changes in market risk methodology. In 2011 the impact of several future model changes was anticipated and the changes were fully implemented in 2012. The main changes leading to a lower market risk EC were driven by lower than anticipated contributions of spread and equity risk. Furthermore the methodology to capture equity and interest rate option hedges was refined, leading to a lower equity and interest rate risk EC. Simultaneously, EC increased for business risk which was updated to better capture risk for expense risk and persistency. The tables below start with the restated figures for EurAsia after these model changes.

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The following table provides the Economic Capital breakdown by business line with diversification benefits allocated to the business lines.

Economic Capital break-down ING Insurance EurAsia excluding discontinued operations (99.5%) by business line

	2012		2011
Insurance Benelux		4,324		4,331
Insurance Central & Rest of Europe		1,082		808
Corporate Line Insurance EurAsia (1)		462		457
Total Insurance EurAsia excluding discontinued operation		5,868		5,596

⁽¹⁾ Corporate Line Insurance EurAsia includes funding activities at ING Insurance EurAsia level, Capital Management transactions and corporate reinsurance.

While the figures above are shown by business line, the diversification across ING Insurance EurAsia businesses is calculated across business units. The increase in Central and Rest of Europe was mainly due to a change in mass lapse assumptions driven by Solvency II. Total diversification across ING Insurance EurAsia’s business units and the Corporate Line Insurance is 28% (2011: 31%).

Economic Capital for ING Insurance EurAsia increased from 2011 to 2012 primarily due to increases in insurance and business risk, partly offset by significant de-risking activities in the Benelux and overall lower market valuations leading to a lower market risk. The decrease in credit default risk due to a methodology change was offset by a lower diversification of this risk with other risk categories. The Economic Capital assigned to Corporate Line Insurance EurAsia primarily relates to foreign exchange translation risk of the market value surplus of the business units in non-euro countries to the euro.

The table below shows the breakdown of the Economic Capital per risk type. Details can be found in the various risk type sections below.

Economic Capital break-down ING Insurance EurAsia excluding discontinued operations (99.5%) by risk category

	2012		2011
Insurance risk		1,921		1,642
Market risk		3,153		3,404
Credit default risk		357		557
Operational risk		391		344
Business risk		2,337		2,118
Diversification across risk types		–2,291		–2,469
Total insurance operations EurAsia excluding discontinued operation		5,868		5,596

INSURANCE RISK

Insurance risks comprise of actuarial and underwriting risk such as mortality, longevity, morbidity and property & casualty risks which result from the pricing and acceptance of insurance contracts.

Model disclosure

The table below shows the main risk categories for insurance risks within ING Insurance EurAsia. IFRS Earnings sensitivities are defined on a shock scenario at the 90% confidence level, EC numbers are determined using a 99.5% confidence interval, both on a one year horizon.

	Description	Key Drivers
Mortality	Mortality risk can be subdivided into: •         Positive mortality risk occurs when claims are higher due to higher mortality experience e.g. term insurances. •         Negative mortality risk occurs when insured persons live longer than expected, for instance in pension products. Longevity risk hits earnings gradually over time.	IFRS Earnings: Death claims in life business EC: Pension and annuity business mainly in the Netherlands
Morbidity	Morbidity or Health insurance covers insurance indemnifying or reimbursing losses (e.g. loss of income) caused by illness or disability, or for expenses of medical treatment necessitated by illness or disability.	IFRS Earnings & EC: Income protection in the Netherlands
Property & Casualty	P&C insurance products cover various risks such as fire damage, car accidents, personal and professional liability, hurricanes etc.	IFRS Earnings & EC: Storms and third party liabilities in Benelux

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Economic capital

Economic Capital ING Insurance EurAsia excluding discontinued operations (99.5% undiversified) by risk category

	2012		2011
Mortality		1,296		1,119
Morbidity		283		263
P&C		342		260
Total Insurance Risk		1,921		1,642

The mortality risk EC increased because of a mortality table update in the Netherlands and lower interest rates which increased the value of the longevity risk. The P&C risk mainly increased due to an improved implementation of the expected exposure with respect to new business within one year.

Sensitivities

IFRS Earnings sensitivities for Insurance risks excluding discontinued operations

	2012		2011
Mortality		–28		–21
Morbidity		–99		–99
P&C		–82		–75

Overall exposure to insurance risks did not change significantly during 2012. Annual review of actuarial assumptions for Insurance risk is reflected in the numbers presented in the IFRS Earnings sensitivities above.

Mitigation

In general, insurance risks cannot be (easily) hedged directly via the financial markets and are partially mitigated by diversification across large portfolios. They are therefore managed at the contract level through underwriting policies, product design requirements, independent product approval processes and risk limitations related to insurance policy terms and conditions agreed with the client.

Risk not mitigated by diversification is managed through concentration and exposure limits and through reinsurance and/or securitisations:

• Tolerance limits for non-life insurance risks are set by line of business for catastrophic events and individual risk;

• Tolerance limits for life insurance risks are set per insured life and significant mortality events affecting multiple lives such as pandemics;

• Reinsurance is used to manage tolerance levels. Reinsurance creates credit which is managed in line with the ING Insurance EurAsia reinsurance credit risk policy;

• Catastrophic losses resulting from events such as terrorism are considered to be uninsurable. ING participates in industry pools in various countries to mitigate this risk.

BUSINESS RISK

Business risk for insurance is essentially the risk that insurance operations accept as a consequence of participating in the insurance business. In practice this can be defined as the exposure to the possibility that experience differs from expectations with respect to expenses, the run-off of existing business (persistency/renewals), future premium re-rating, etc.

Model disclosure

The table below shows the main risk categories for business risk within ING Insurance EurAsia. EC numbers are determined using a 99.5% confidence interval on a one-year horizon.

	Description	Key Drivers
Persistency	The risk that actual persistency of existing business in the future develops adversely compared to expected persistency of existing business.	EC: Less surrenders of policies with in-the-money guarantees in Benelux and higher surrender of policies with higher profitability in Central Europe.
Expense	The risk that actual expenses in the future exceed the expected expenses.	EC: Expense overruns in the Benelux.
Premium re-rating	The risk that actual premium rate adjustments in the future are less than the expected premium adjustment.	EC: Related to renewable health riders in Greece.

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Economic capital

Economic Capital ING Insurance EurAsia excluding discontinued operations (99.5% undiversified) by risk category

	2012		2011
Business risk		2,337		2,118

Economic Capital increased mainly due to an increase in persistency risk and to a lesser degree a higher expense risk, as a result of further alignment to the Solvency II regulatory framework.

MARKET RISK

ING Insurance EurAsia is exposed to market risk to the extent the market value of surpluses can be adversely impacted due to movements in financial markets. Changes in financial market prices impact the market value of ING Insurance EurAsia’s asset portfolio and hedging derivatives directly have an impact on the calculated market value of the insurance liabilities.

Model disclosure

The following table shows the main risk categories for market risk within ING Insurance EurAsia. The EC number is based on a 99.5% confidence interval on a one-year horizon. IFRS and AFR sensitivities measurement is described in the table below.

	Description	Key Drivers
Interest Rate	Impact of interest rate changes on the value of assets and liabilities.	IFRS Earnings: Guaranteed separate account pension business in the Netherlands. AFR & EC: Embedded options in the guaranteed separate account pension business in the Netherlands.
	AFR & IFRS earnings sensitivities:
	•         Measured by the impact of a 30% upwards and downwards shock relative to the ten year swap rate. Minimum shock is floored at 50 basis points and capped at maximum 150 basis points. Shocks are applied to forward rates up to the last available tenor of the interest rate curve.
Equity	Impact of changes in equity prices which impacts direct equity exposure and loss of fee income from unit linked, pension and fund business.	IFRS Earnings, AFR & EC: Direct equity exposure and embedded options in guaranteed separate account pension business in the Netherlands.
	AFR & IFRS earnings sensitivities:
	•         Measured by the impact of a 25% upwards and downwards movement in equity prices.
FX	Impact of losses related to changes in exchange rates.	IFRS Earnings, AFR & EC: Translation risk of IFRS Earnings and AFR from non-euro businesses.
	AFR & IFRS earnings sensitivities:
	•         Measured by the impact of a 10% up and down movement of currencies compared to the euro.
Implied Volatility (Equity & Interest Rate)	Impact of losses on assets and liabilities due to movements in the volatility implied from market option prices.	IFRS Earnings, AFR & EC: Embedded options in: •         guaranteed separate account pension business in the Netherlands.
	AFR & IFRS earnings sensitivities: •         For interest rate measured by the impact of a relative increase of 30% in implied volatilities.
	•         For Equity measured by the impact of a relative increase in implied volatilities based on tenor: 80% for tenors less than 1 year, up 30% for tenors between 1 and 3 years, up 20% for tenors between 3–7 years and up 10% for tenors of 7 years and above.
Credit Spread	Impact of an increase in credit spreads on investments in fixed income securities offset by movements in the liquidity premium on the liabilities.	IFRS: Impaired assets in Greece. AFR & EC: Debt securities in all regions. Liquidity premium offset primarily in the Benelux because liquidity premiums are positively correlated with credit spreads.
	AFR & IFRS earnings sensitivities:
	•         Measured by the impact of a relative increase based on multiplying duration by a rating based shock (e.g. single A shock is 110 basis points).
	•         AAA and AA rated government bonds and home government bonds in local currency are excluded, exception only applicable to Greek bonds.
	•         Shocks for structured credit are 50% higher than for corporate and government bonds.
	•         Liquidity premium is shocked by 50 basis points up to a certain tenor depending on the currency (e.g. EURO 15 years, USD 30 years). In order to avoid double counting, only Credit Spread risk for AFR is measured.
Real Estate Price Risk	Impact on the value of Real Estate assets because of a change in earnings related to Real Estate activities and/or a change in required investor yield.	IFRS Earnings, AFR & EC: Real estate holdings in the Benelux.
	AFR & IFRS earnings sensitivities:
	•         For AFR this is measured by the impact of a 15% drop in real estate prices for all real estate holdings.
	•         For IFRS Earnings this is measured by the impact of a 15% drop in real estate prices only for the minority holdings and direct for all real estate revalued through P&L. Other holdings will be included in case of possible impairments caused by the drop in prices.

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Economic Capital

Economic Capital ING Insurance EurAsia excluding discontinued operations (99.5% undiversified) by risk category

	2012		2011
Market risk		3,152		3,404

Economic capital reduced due to a higher offset of the Liquidity Premium in a credit spread up scenario due to an increased duration of our liabilities. Furthermore a better matching of assets and liabilities resulted in lower interest rate and interest rate implied volatility risk. These decreases in Economic Capital were partly offset by reduced positions in equity put options.

Sensitivities

Sensitivities for market risks excluding discontinued operations

	AFR		IFRS Earnings		AFR		IFRS Earnings
	2012				2011
Interest Rate Up		97		–61		306		–91
Interest Rate Down		–59		103		–310		314
Equity Up		674		354		708		133
Equity Down		–596		–425		–158		124
Real Estate		–780		–762		–802		–778
FX		–199		–34		–189		–21
Credit Spread		336		–3		332		–26
Implied Volatility		–104		14		–153		–16

The Available Financial Resources are currently mainly sensitive to declining equity and real estate prices. Compared to 2011 the downward interest rate sensitivity was reduced by hedges put in place in the Benelux. The downward equity sensitivity increased compared to 2011 as a result of reduced positions in equity put options.

The IFRS earnings are largely sensitive to interest rate movements and a decline in real estate and equity prices. During 2012 the sensitivities for real estate risk remained fairly stable. The Interest rates sensitivities compared to 2011 are primarily influenced by the additional hedges put in place in the Benelux. The equity sensitivities have increased compared to 2012 as equity prices have increased and hedges expired and were not renewed during 2012.

During a period of declining interest rates, profitability may suffer as a result of a decrease in the spread between interest rates earned on assets and interest rates credited to insurance policyholders and annuity contract owners. An extended period of declining interest rates may cause ING Insurance EurAsia to change the long term view of the interest rates that can be earned on the investments.

REAL ESTATE

Real Estate price risk arises from the possibility that the value of real estate assets fluctuates because of a change in earnings related to real estate activities and/or a change in required investor yield. Real Estate exposure is mainly present in Benelux.

ING Insurance EurAsia has two different categories of real estate exposure on its insurance books. First, ING Insurance EurAsia owns buildings it occupies. Second, ING Insurance EurAsia has invested capital in several real estate funds and direct real estate assets. A decrease in real estate prices will cause the value of this capital to decrease and as such ING Insurance is exposed to real estate price shocks.

The second category can be divided on the one hand in stakes in real estate assets that are revalued through equity and on the other hand stakes in funds and direct real estate revalued through P&L. Only for the last category will real estate price shocks have a direct impact on reported net profit.

Real Estate Exposure Profile by sector type exclusing discontinued operations

Sector	Revalued through P&L		Not revalued through P&L		Revalued through P&L		Not revalued through P&L
	2012				2011
Residential		123		898		109		967
Office		732		539		886		605
Retail		1,462		371		1,596		379
Industrial		406				440
Other		156		591		212		518
Total		2,879		2,399		3,243		2,469

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As at 31 December 2012, ING Insurance EurAsia has EUR 3.2 billion of real estate related investments (excluding leverage). ING Insurance EurAsia’s real estate exposure (i.e. including leverage) is EUR 5.3 billion of which EUR 2.9 billion is recognised at fair value through P&L and EUR 2.4 billion is not revalued through P&L, but is either booked at cost or is revalued through equity (with impairments going through P&L). In total, real estate exposure decreased by EUR 434 million, mainly as a result of negative fair value changes (EUR 172 million), disposals (EUR 130 million), sale of ING Insurance Malaysia (113 million) and other decreases such as impairments (EUR 19 million).

CREDIT RISK

The main credit risk for ING Insurance EurAsia stems from the bond portfolio. This risk is measured through the credit spread risk economic capital that is part of the market risk methodology. The spread risk captures differences in risk (and diversification) between rating classes and regions. For corporate bonds, the concentration risk on individual issuers is also managed with rating based issuer & lending limits that prevent large exposures in one (group of related) single name(s). An outright loss given default limit serves as the final backstop for corporate exposures. Government exposures are separately monitored. The credit risk profile is monitored and reported in the Investment Risk Dashboard.

Given the size of the portfolio, term loans (including private placements) compared to bonds are a much smaller source of credit risk for ING Insurance EurAsia. These exposures are also included in the issuer & lending limit monitoring. Residential mortgages and policy loans form the retail credit risk exposures of ING Insurance EurAsia. Credit risks are contained through underwriting criteria and the availability of collateral.

The third source of credit risk is the claims on counterparties from OTC derivatives, money market lending and reinsurance.

The economic capital for credit default risk on residential mortgages, term loans (including private placements) as well as the credit default risk on OTC derivatives, money market lending and reinsurance is measured by looking at each issuer’s probability of default (PD) and stressed loss given default (LGD).

• Derivatives transactions are only allowed under an ISDA-master agreement with Credit Support Annex, ensuring that ING Insurance EurAsia receives collateral from its counterparty for the total positive marked-to-market value of all bilateral derivative contracts between ING Insurance EurAsia and that counterparty. In case the net marked-to-market is negative, collateral must be posted with the counterparty;

• Money market lending is only done with banks of good credit standing. ING Insurance EurAsia maintains money market limits for each of these banks. The counterparties are continuously monitored for developments that could warrant lowering the limit;

• Reinsurance credit risk is the risk that one of ING Insurance EurAsia’s reinsurers fails to pay timely, or fails to pay at all, valid claims that were reinsured by ING Insurance EurAsia with that reinsurer. ING Insurance EurAsia mitigates this risk by diversifying its reinsurance exposure over various well rated reinsurers, and by requiring collateral for reinsurance contracts that could lead to reinsurance exposures above a minimum threshold.

Within ING Insurance EurAsia, the goal is to maintain a low-risk, well diversified credit portfolio that meets or exceeds market based benchmark returns. ING Insurance EurAsia has a policy of maintaining a high quality investment grade portfolio while avoiding large risk concentrations. The emphasis is on managing business developments within the business lines by means of top-down concentration limits for individual borrowers and certain asset classes.

Model disclosure

The table below shows the main risk categories for credit risk within ING Insurance EurAsia. EC numbers are based on a 99.5% confidence interval on a one-year horizon. IFRS and AFR sensitivities measurement is described in the table below.

	Description	Key Drivers
Credit Default	Impact of a default of counterparties on IFRS earnings and EC.	IFRS Earnings and EC: General account assets in all regions, mostly bond investments and lending portfolio.
	IFRS earnings sensitivities (1):
	•         Measured by the impact of multiplying the Historical Cost, the Probability of Default, and the Loss Given Default (stressed by 15%).
	•         Impaired assets are shocked as per the Credit Spread methodology.
Credit Spread	See Market Risk section.

⁽¹⁾ In order to avoid double counting Credit Default Risk is only captured for IFRS earnings, while Credit Spread Risk is only measured for AFR. This assumes Credit Default Risk for mortgages and concentration does not have a material Impact on the AFR.

Economic Capital

Economic Capital ING Insurance EurAsia excluding discontinued operations (99.5% undiversified) by risk category

	2012		2011
Credit default risk		357		557

The drop in credit default risk is mainly from aligning the ING Insurance EurAsia’s model with Solvency II guidelines. Note that the lower Economic Capital of the updated credit default model is offset by a lower diversification benefits with other risks.

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Sensitivities

IFRS Earnings sensitivities for Insurance Credit Risks excluding discontinued operations

	2012		2011
Credit Default		–79		–129

Risk Profile

ING Insurance EurAsia’s goal is to maintain well diversified investment grade portfolio while avoiding large risk concentrations. ING Insurance EurAsia diversifies and limits the credit portfolio with regard to rating classes, industries and geography. The risk of the traded fixed income portfolio is (mainly) measured through the Spread Risk model as well as the Interest Risk model. The risk of the non-traded fixed income and money market products is (mainly) measured with the Credit Default model. The specific risks are contained through the mandate restrictions, the combined Group issuer and lending concentration limit framework and the separate pre-settlement and money market limit frameworks. Please note that for all of the following tables, the figures exclude all ING intercompany exposures and include volume effects.

Risk classes

Risk Classes: ING Insurance EurAsia portfolio excluding discontinued operations, as % of total outstandings ⁽¹⁾

		2012			2011
1	(AAA)		33.8	%		41.5	%
2–4	(AA)		22.8	%		13.1	%
5–7	(A)		16.3	%		19.2	%
8–10	(BBB)		11.3	%		8.9	%
11–13	(BB)		4.8	%		5.3	%
14–16	(B)		1.1	%		0.8	%
17–22	(CCC & Problem Grade)		0.4	%		0.4	%
	Unrated		9.5	%		10.8	%
			100.0	%		100.0	%

⁽¹⁾ Based on lending, pre-settlement, money market and investment activities. The ratings reflect probabilities of default and are based on ultimate parent. Collateral is not taken into consideration.

The changes in the ING Insurance EurAsia rating class distribution over 2012, as reflected in the table above, were mainly caused by the following events: in January 2012, S&P downgraded 9 European sovereigns, among which France and Austria (from AAA to AA+), Spain (from AA– to A) and Italy (from A to BBB+). Spain was later further downgraded to BBB+ (in April) and in October, to BBB–. In addition, EUR 750 million (historical cost value) of equities was sold in 2012 as an active derisking measure by Insurance Benelux and reinvested in high-quality (mainly sovereign) bonds. The above-mentioned changes explain the decreases in the AAA and A buckets, and the significant increases in the AA and BBB buckets. Part of the decrease in the AAA bucket by the above-mentioned downgrades was offset by derisking measures (such as the above-mentioned reduction of equity exposure) which led to (re)investments in highly-rated sovereigns such as Germany, the Netherlands, Finland (all AAA).

Risk Concentration: ING Insurance EurAsia portfolio excluding discontinued operations, by economic sector ⁽¹⁾

	2012			2011
Central Governments		48.2	%		44.1	%
Non-Bank Financial Institutions (2)		17.5	%		20.4	%
Commercial Banks		10.5	%		10.2	%
Private Individuals		7.6	%		8.1	%
Real Estate		3.5	%		3.2	%
Utilities		1.8	%		1.9	%
Natural Resources		1.2	%		0.9	%
Automotive		1.2	%		1.3	%
Other		8.5	%		9.9	%
Total		100.0	%		100.0	%

⁽¹⁾ Based on lending, pre-settlement, money market and investment activities.

⁽²⁾ Non-Bank Financial Institutions include (per 31 December 2012) EUR 6.5 billion of securitisations (mainly RMBS and ABS).

The main changes in 2012 are the increase in central governments exposure as a result of derisking into higher-rated governments, and the decrease of exposure on non-bank financial institutions.

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Largest economic exposures: ING Insurance EurAsia portfolio excluding discontinued operations, by geographic area ⁽¹⁾

	2012			2011
Netherlands		30.1	%		31.6	%
Germany		17.1	%		15.8	%
France		9.7	%		10.4	%
Belgium		6.2	%		5.4	%
United Kingdom		6.2	%		6.6	%
Austria		4.6	%		4.0	%
Spain		3.5	%		4.3	%
Italy		3.1	%		3.9	%
Rest of Europe (2)		12.4	%		12.7	%
Americas		5.9	%		4.1	%
Asia/Pacific		1.1	%		1.0	%
Rest of World		0.1	%		0.2	%
Total		100.0	%		100.0	%

⁽¹⁾ Country is based on the country of incorporation of the ultimate parents of issuers/borrowers, all types of issuers/borrowers are included.

⁽²⁾ Other GIIPS countries (31 December 2012 compared to 31 December 2011): Ireland (1.1%, from 1.7%), Portugal (0.2%, from 0.5%), Greece (0.3%, from 0.2%)

From a geographic perspective the main changes are driven by derisking activities through sales and redemptions (GIIPS countries, Netherlands) and re-allocating to low-risk investments (Germany, Austria, Finland). For the Netherlands this contains swapping credit into sovereign exposure. New investments were done in Americas.

Security lending and repo business

ING Insurance EurAsia entities can enter into securities transactions. These transactions can take many legal forms. Repurchase and reverse repurchase agreements and securities borrowing and lending agreements are the most common. The amount of marketable securities that ING Insurance EurAsia lent/sold/repoed under these securities transactions at 31 December 2012 was EUR 2.8 billion (2011: EUR 7.8 billion). The corresponding amount of marketable securities held as collateral under these securities transactions at 31 December 2012 was EUR 3.3 billion (2011: EUR 8.4 billion). The reduced volume can be explained by the adoption of a lower maximum (cap) for these securities transactions for the Dutch insurance entities, combined with stricter collateral criteria for security lending, which led to less demand.

These amounts include pledge of securities posted as collateral, securities received as collateral under a transfer of title and cash received as collateral. As a general rule, the securities that have been received as collateral under these transactions are eligible to be resold or pledged in other (similar) transactions when there is a transfer of title. ING is obliged to return equivalent securities in such cases to its counterparties and ING receives equivalent securities from its counterparties.

Credit and Counterparty Risk Mitigation

ING Insurance EurAsia uses different credit risk mitigation techniques. For OTC derivatives, the use of ISDA Master Agreements accompanied with Credit Support Annexes is an important example. For retail lending portfolio’s – mortgages on the house and pledges of insurance policies or investment accounts of clients are important elements of credit risk mitigation. Other forms of credit risk mitigation include reinsurance collateral.

The table below shows the covers values for ING Insurance EurAsia, with the exception of covers received for derivatives and securities lending/(reverse) repo’s.

Covers Values ING Insurance EurAsia excluding discontinued operations

	2012
	Total outstanding amount		Mortgages**		Other covers		Total covers
Asset categories
Investment		61,057				1		1
Residential Mortgage		5,399		4,560				4,560
Lending		2,081				75		75
Other		3,687
Grand Total		72,224		4,560		76		4,636

* This excludes collateralisation of derivative exposures and for security lending/ (reverse) repo’s activities.

** The cover value for mortgages includes a haircut in case of a forced sale. The value of this haircut is equal to the value of the haircut applied to the 2011 cover values in the table below.

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Covers Values ING Insurance EurAsia excluding discontinued operations

	2011
	Total outstanding amount		Mortgages**		Other covers		Total covers
Asset categories
Investment		58,120				7		7
Residential Mortgage		5,530		4,402				4,402
Lending		2,485				118		118
Other		3,301
Grand Total		69,436		4,402		125		4,527

* This excludes collateralisation of derivative exposures and for security lending/ (reverse) repo’s activities.

** The cover value for mortgages includes a haircut in case of a forced sale. The value of this haircut is equal to the value of the haircut applied to the 2012 cover values in the previous table (2012 cover values).

Impairments and provisions

The credit portfolio is under constant review. For bonds and other fixed income securities, criteria for impairing include, but are not limited to, expected and actual credit losses, resulting from e.g. failure to pay, market information about expected and actual credit losses and other evidence that the issuer cannot meet its payment obligations. For equities, a significant or longer-term decrease of the market value below cost price is taken into account as indicator for impairment.

With regard to loans, all loans with past due financial obligations of more than 90 days are automatically reclassified as impaired. For the wholesale lending portfolios there are generally reasons for declaring a loan impaired prior to being 90 days past due. These include, but are not limited to, ING Insurance EurAsia’s assessment of the customer’s perceived inability to meet its financial obligations, or the customer filing for bankruptcy or bankruptcy protection. In some cases, a material breach of financial covenants will also trigger a reclassification of a loan to the impaired category. ING Insurance EurAsia identifies those loans as impaired loans when it is likely that the principal and interest amounts contractually due will not be collected in accordance with the contractual terms of the loan agreements, based on current information and events. A formal analysis takes place quarterly to determine the provisions for possible bad debts, using a bottom-up approach. For retail loans, collective provisions are formed (at portfolio level) based on historical loss experience corrected for actual circumstances. In addition, specific provisions can be formed at the individual loan level. Conclusions are discussed in the Impairment Committee, which advises the Management Board on specific provisioning levels.

In 2012, impairments on bonds and ABS totalled EUR 16 million, mainly related to one issuer.

The below table reflects provisions related to personal loans and mortgages (almost all of the provisions are related to Insurance Benelux).

Provisions: ING Insurance EurAsia portfolio excluding discontinued operations

	2012		2011
Opening balance		80.4		71.0
Write-offs		–24.1		–11.7
Recoveries		0.4		1.9
Increase/(decrease) in loan loss provision		12.1		19.7
Exchange differences				–0.3
Other changes				–0.2
Closing balance		68.8		80.4

Retail mortgage loan portfolio’s: past-due obligations and problem loans

The following table illustrates the amount of loans in (payment) arrears for the retail mortgage loan portfolio.

Aging analysis (past due but not impaired) outstandings excluding discontinued operations ⁽¹⁾

	2012		2011
Past due for 1–30 days		98		74
Past due for 31–60 days		23		19
Past due for 61–90 days		10		13
Past due for more than 90 days		24		20
Total		155		126

⁽¹⁾ Based on residential mortgages only.

In 2012, EUR 66 million of the total retail mortgage loan portfolios was classified as a problem loan (Q4 2011: EUR 60 million) which is a combination of rating and past dues.

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LIQUIDITY RISK

Liquidity risk refers to the risk that a company is unable to settle financial obligations when they fall due. Liquidity in this context is the availability of funds, or certainty that funds will be available without significant losses, to honour all commitments when due. ING Insurance EurAsia identifies two related liquidity risks: funding liquidity risk and market liquidity risk. Funding liquidity risk is the – primary – risk that ING Insurance EurAsia will not have the funds to meet its financial obligations when due. Market liquidity risk is the – secondary – risk that an asset cannot be sold without significant losses. The inter relation with funding liquidity stems from the fact that when payments are due, and not enough cash is available, investment positions need to be converted into cash. When Market liquidity is low, this would lead to a loss.

Similar to other market risks, liquidity risk falls under the supervision of the Risk Committee. ING Insurance EurAsia maintains a liquidity policy that defines liquidity limits in line with risk tolerances. The Liquidity Management Principles include the following:

• Interbank funding markets should be used to provide liquidity for day-to-day cash management purposes;

• A portion of assets must be invested in unencumbered marketable securities that can be used for collateralised borrowing or asset sales;

• Strategic asset allocation should reflect the expected and contingent liquidity needs of liabilities; and

• Adequate and up-to-date contingency liquidity plans should be in place to enable management to act effectively and efficiently in times of crisis.

ING Insurance EurAsia defines three levels of Liquidity Management. Short-term liquidity, or cash management covers the day-to-day cash requirements under normal business conditions and targets funding liquidity risk. Long-term liquidity management considers business conditions, in which market liquidity risk materialises. Stress liquidity management looks at the company’s ability to respond to a potential crisis situation. Two types of crisis liquidity events can be distinguished: a market event and an ING Insurance EurAsia specific event. These events can be short-term or long-term and can both occur on a local, regional or global scale. Depending on the type of event, the policy also defines the composition of the crisis teams.

Liquidity risk is measured through several metrics including ratios and cash flow scenario analysis, in the base case and under several stressed scenarios. The liquidity risk metrics indicate that liquidity resources would be sufficient to meet expected liquidity uses under the scenarios tested.

Under the terms of our Over-The-Counter Derivative International Swaps and Derivatives Association, Inc. (‘ISDA’) Agreements, we may receive from, or deliver to, counterparties, collateral to assure that all terms of the ISDA Agreements will be met with regard to the Credit Support Annex (‘CSA’). Currently the amount received exceeds the amount delivered. Analysis show this balance will remain positive under stressed scenarios.

OPERATIONAL RISK

Operational risk is defined as the risk of direct or indirect loss resulting from inadequate or failed internal processes, people and systems or from external events. It includes the risk of reputational loss, as well as legal risk whereas strategic risks are not included. Operational risk also includes IT risk.

For Operational Risk ING Insurance EurAsia has developed a framework governing the process of identifying, assessing, mitigating, monitoring and reporting operational risks. The framework is based on the elements of the Enterprise Risk Management model of COSO (Committee of Sponsoring Organisations of the Treadway Commission). The Operational Risk capital calculation is described in the Economic capital section.

The Operational risk function works with the Operational Risk Management (ORM) Scorecard process to evaluate yearly the embedding level of the ORM Framework in each business. Policies and minimum standards governing the framework are kept in the policy house.

Risk appetite is defined as the risk level management is prepared to tolerate. The operational risk appetite levels are set by the management team of ING Insurance EurAsia. Via Non-Financial Risk Committees (NFRC’s) it is ensured that responsible line managers mitigate the risks that are not within the risk appetite. Incidents and operational risks are tracked and reported on a quarterly basis to management in the Non-Financial Risk Dashboard.

Integrated risk assessments are performed at least once a year to determine the completeness of the risks in scope and the level of the risks. Mitigating actions are taken on those risks that are identified as risks beyond the risk appetite level. Status of the mitigating actions is tracked.

To ensure an independent Operational Risk function and the possibility for the Operational Risk officers to be impartial and objective when advising business management on Operational Risk in their Business Unit and Region, a dual reporting line, directly to Chief Risk Officer of their business and functionally to the next higher level Operational Risk Officer, is in place. The head of Operational Risk ultimately reports directly to the Deputy Chief Risk Officer.

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Economic Capital

Economic Capital ING Insurance EurAsia (99.5% undiversified) excluding discontinued operations by risk category

	2012		2011
Operational Risk		391		344

COMPLIANCE RISK

Compliance Risk is defined as the risk of damage to ING Insurance EurAsia’s integrity as a result of failure (or perceived failure) to comply with relevant laws, regulations, internal policies, procedures and ethical standards. In addition to reputational damage, failure to effectively manage Compliance Risk could expose ING Insurance EurAsia to fines, civil and criminal penalties, and payment of damages, court orders and suspension or revocation of licenses, which would adversely impact customers, staff and shareholders of ING Insurance EurAsia.

ING Insurance EurAsia separates Compliance Risk into four conduct-related integrity risk areas: client conduct, personal conduct, organisational conduct as well as conduct required because of laws and regulations in the financial services industry. In addition to effective reporting systems, ING Insurance EurAsia has a Whistleblower procedure which encourages staff to speak up if they know of or suspect a breach of external regulations or internal policies or Business Principles.

ING Insurance EurAsia has a policy not to enter into new relationships with clients from internationally sanctioned countries and processes remain in place to discontinue existing relationships involving these countries.

ING Insurance EurAsia performs a due diligence process when developing products and invests considerably in the maintenance of risk management, legal and compliance procedures to monitor current sales practices. Customer protection regulations as well as changes in interpretation and perception by both the public at large and governmental authorities of acceptable market practices might influence client expectations. The risk of potential reputational and financial impact from products and sales practices exists because of the market situation, customer expectations, reported incidents and regulatory activity. As part of ING Insurance EurAsia’s customer centric commitment, Compliance Risk Management and the business work closely together to optimise both products and services to meet the customers’ needs.

ING Insurance EurAsia Compliance Risk Management has developed a framework governing the process of identifying, assessing, mitigating, monitoring and reporting compliance risks. The Compliance function works with the ORM Scorecard process to evaluate yearly the level in which the Compliance Risk Management Framework is embedded in each business.

To ensure an independent compliance function and the possibility for the Compliance Officers to be impartial and objective when advising business management on Compliance Risk in their Business Unit and Region, a dual reporting line, directly to General Management of their business and functionally to the next higher level Compliance Officer, is in place.

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ING INSURANCE US

Risk management of ING Insurance US includes risk management of the business lines Insurance US, Insurance US Closed Block VA and certain US based operations of ING IM and Corporate Line Insurance. Legally this business is directly or indirectly part of the legal entity ING US, Inc. (‘ING US’). To the extent possible risk management has been organised in line with the anticipated stand-alone future of ING US following an initial public offering (‘IPO’). Until the IPO Group exercises an overview role through the Supervisory Board, the Executive Board and through participation in certain Committees.

MISSION AND OBJECTIVES

As a financial services company active in investments, insurance and retirement, ING US is exposed to a variety of risks. The mission of risk management in ING US is to fully integrate risk management into daily business activities and strategic planning. This is achieved by providing value added insights on risk issues to drive informed decision-making that maximises the value of ING US.

The following principles support this objective:

• Maintaining functional independence;

• Facilitating transparent communication to internal and external stakeholders on risk management and value creation;

• Providing formal checkpoints to facilitate adherence to internal and external compliance requirements;

• Monitoring products and portfolios to ensure they are appropriately approved and managed;

• Maintaining transparency of the risk profile of ING US, manage to avoid surprises;

• Keeping delegated authorities consistent with the overall ING US strategy and risk appetite.

RISK GOVERNANCE

The risk governance for ING US is based on the ‘three lines of defence’ framework which facilitates the management of risk in line with the risk appetite as defined by the Board of ING U.S., Inc. and ratified by the Supervisory Board. Risk governance is implemented through the multi-tiered structure described below. This structure facilitates communication and provides appropriate forums in which to raise issues, to make decisions and to enforce limits / controls.

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Board level risk oversight

ING US has a two-tier board structure consisting of the Board of ING U.S., Inc. and the Supervisory Board.

The Supervisory Board is responsible for overseeing the policies of the Board of ING U.S., Inc., the general course of affairs of the Company and its businesses. For Risk Management purposes the Supervisory Board is assisted by two sub-committees:

• The Audit Committee assists in reviewing and assessing ING US’s major risks and the operation of internal risk management and control systems, as well as policies and procedures regarding compliance and its applicable laws and regulations;

• The Risk Committee assists in matters related to risk governance, risk policies and risk appetite setting.

To the extent that the committees do not determine otherwise, the Chief Risk Officer (CRO) attends the meetings of both committees. The Board of ING U.S., Inc. is responsible for managing the risks associated with the activities of ING US The responsibilities of Management ING US include ensuring the risk management and control systems are effective and ING US complies with relevant legislation and regulations. The Board of ING U.S., Inc. reports and discusses these issues on a regular basis with the Supervisory Board, and reports to the Audit Committee on a quarterly basis on ING US’s risk profile versus its risk appetite.

As part of the integration of risk management into the annual strategic planning process, the Board of ING U.S., Inc. issues a Planning Letter which provides the organisation’s strategic plan, and addresses key risk issues. Based on this letter the business units develop their business plans, including qualitative and quantitative assessment of the risks involved. As part of the process strategic limits and risk appetite levels are explicitly discussed. Based on the business plans the Management Board formulates the Strategic Plan which is submitted to the Supervisory Board for approval.

Executive Level

The Board of ING U.S., Inc. has delegated certain tasks to the Finance and Risk Committee. The primary responsibility of the committee is to align finance and risk decisions that have an impact on internal and/or external reporting.

On a more detailed level for risk related issues the Board of ING U.S., Inc. relies on the Executive Committee which has delegated risk related tasks to the following committees:

• Risk Committee

• Advises the Board of ING U.S., Inc. on all financial and non-financial risks.

• Approves risk policies, determines risk appetite and monitors limits and tolerances.

• Assists the EC by focusing on ING US risk management and capital issues, and partners with the US Investment Committee to review/monitor investment related issues.

• Investment Committee

• Assist the EC in the oversight of investment related issues for ING US

• Determine and monitor investment policies and guidelines for ING US entities,

• Review and approve the Strategic Asset Allocation targets of the business units and recommend changes to company policies and investment guidelines that address General Account investments, or other investments for which the company is at risk

• Risk committees are established at the ING US and business unit levels. The Risk Committee has a number of sub-committees focusing on different risk areas:

• Asset Liability Committee

• Reviews methods and techniques for calculating Asset Liability Management risk, advises about limits, monitors breaches in the risk limits, and considers remediation.

• Addresses balance sheet management, statutory capital requirements, and liquidity needs and recommends to the US Risk Committee.

• Model Committee

• Oversees all models and model validation risk issues across ING US.

• Approves assumption, model, methodology changes and updates for all corporate models, and business unit models above the established thresholds.

• Recommends model policies and guidance to the US Risk Committee.

• Operational Risk Committee

• Oversees all non-financial risk across ING US – operational, compliance, legal and reputation risk.

• Recommends action on reported risks and what risks ING US is willing to accept.

• Product Committee

• Oversees insurance product risk issues across ING US.

• Provides guidance and best practices through the product development and approval process.

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Risk Management Function

The ING Group CRO has delegated the day-to-day Risk Management within ING US to the ING US Chief Risk Officer (CRO). The ING US CRO directly reports to the ING US CEO and functionally reports to the ING Group CRO. The ING US Chief Risk Officer bears primary and overall responsibility for the risk management function within ING US, which identifies, measures, monitors and reports risk within ING US The risk function maintains and updates the policy framework, develops and maintains risk methodologies and advises on the risk tolerance and risk profile. The CRO makes sure both the Supervisory Board and Board of ING U.S., Inc. are well informed and understand ING US’s risk position at all times.

The ING US CRO’s department consists of corporate and business unit risk functions that support the ING US’s risk management activities. The business unit CROs report to the ING US CRO. The Corporate Enterprise Risk Management (ERM) function addresses all risks facing ING US It is an independent function that enables a clear separation of duties between Risk, Finance and Investment. ERM facilitates information flow across the enterprise by providing formal checkpoints and forums where risk issues are discussed and informed decisions made. ERM enables risk measurement and analysis into corporate decision-making.

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Product Approval and Review Process

A critical aspect of risk management is that all new products are designed, underwritten and priced appropriately. In ING US this is safeguarded by the Product Approval and Review Process (PARP). This standard includes requirements to risk profile, traditional and value-oriented pricing metrics, targets and documentation. The PARP includes requirements to assess market risks, insurance risk, compliance risk, legal risk, credit risk, operational risk as well as assessment of the administration and accounting aspects of the product. Customer suitability is an integral part of the PARP requirements.

Reserve adequacy

US ERM ensures that the total insurance liabilities of ING US are tested for adequacy taking into account the insurance premium rate levels and the uncertainty of future returns on investments. This is done by evaluating insurance liabilities using current best estimate assumptions and inclusion of a risk margin for prudency. The assumed investment earnings are a combination of the run-off of portfolio yields on existing assets and new money and reinvestment rates. For new money and reinvestments long-term best estimate assumptions are taken into account, although current new money rates are used for the short-term reinvestments.

Policies

ING has a framework of risk policies, procedures, guidance notes, and practice notes in place to create consistency throughout the organisation and to define minimum requirements for corporate areas and business units. The governance framework of the business units aligns with this framework and meets local (regulatory) requirements. Senior Management is responsible for ensuring that policies, procedures and standards are implemented and followed. Policies, procedures, guidance and practice notes are regularly reviewed and updated via the relevant risk committees to reflect changes in markets, products, guidance and best practices.

Model governance

Model governance is achieved through the ING US Model Committee. This committee provides oversight for models and assumptions owned or managed within the corporate functions and acts as an escalation point for models or related changes that have a financial impact over a set materiality threshold.

RISK FRAMEWORK

In order to manage the risk on a day-to-day basis and balance value, earnings and capital decisions, ING US has implemented a risk limit framework. The risk limit framework follows a top down approach.

	Description
Risk Appetite	A qualitative measure defining the playing field ING US wants to act in. Driven by ING US’s financial and rating targets, local capital requirements, and business strategy.
Risk Tolerance	A quantitative boundary intended to limit the risks taken, driven by the risk appetite.
Risk Limits	Limit setting to a granular level for business units throughout the organisation.

Risk exposures are managed by ING US according to the following risk metrics, and limits are set on these metrics that are consistent with the organisation’s risk tolerance. These risk metrics are computed on the basis of market and non-market sensitivities of two primary financial quantities:

• US Regulatory Capital Requirements – Defined as a multiple of the minimum capital required by the National Association of Insurance Commissioners (NAIC) with consideration of the capital requirements deemed appropriate to maintain the ratings level issued to the operating companies by various rating agencies along with additional requirements for the Cayman Islands based subsidiary Security Life of Denver International (SLDI) (more detail is described in the Regulatory Capital section below); and

• IFRS Earnings;

The risk limit framework described above operates within ING Group’s risk limit framework. ING US is in the process of implementing additional risk metrics including one based on U. S. GAAP earnings and another that is a variation on the US regulatory capital sensitivities described herein. ING US also is considering the expansion of its risk limit framework to include various stress scenarios.

Financial Risks

For financial risks, the risk tolerance is translated to risk limits assuming moderate stress scenarios.

• US Regulatory Capital Requirements sensitivities – The sensitivity, under moderately adverse market and credit stress scenarios, of the excess of available statutory capital above the level targeted by ING US and described in the Regulatory Capital section below;

• IFRS Earnings sensitivities – The sensitivity, under moderately adverse market and credit stress scenarios, of realised pre-tax earnings of the insurance operations over a 12-month period.

Other limit structures exist at both the corporate and business unit level. Examples include, but are not limited to, the following:

• Issuer concentration limits;

• Mortality concentration limits;

• Catastrophe and mortality exposure retention;

• Minimum liquidity requirements;

• Investment and derivatives guidelines and limits.

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Financial Risk Dashboard

The Financial Risk Dashboard (FRD) is a quarterly report that is discussed at the Risk Committee of the Board of ING U.S., Inc. and the Finance and Risk Committee. The FRD provides a quarterly overview of the main financial risk metrics (IFRS earnings and Regulatory Capital sensitivities) compared to the limits set by management in alignment with the risk appetite.

Non-Financial Risks

To ensure robust non-financial risk management, which also reflects the risk tolerance levels, ING US monitors the full implementation of ING US’s risk policies, minimum standards and implementation guidelines, and business units demonstrate that appropriate steps have been taken to control their operational and compliance risk. ING US applies scorecards to measure the quality of internal controls within a business unit. Scoring is based on the ability to demonstrate that the required risk management processes are in place and effective within the business units.

Non-Financial Risk Dashboard

The Non-Financial Risk Dashboard (NFRD) is a quarterly report that is discussed at the meetings of the Supervisory Board, Board of ING U.S., Inc. and ING US management bodies. The NFRD provides management at all organisational levels with information on their key operational, compliance and legal risks. The NFRD is based on defined risk tolerance and a clear description of the risks and responses enabling management to prioritise and to manage operational, compliance and legal risks.

Stress Testing

ING US complements its regular risk reporting process with (ad hoc) stress tests. Stress testing examines the effect of exceptional but plausible scenarios on the capital position for ING US. Stress testing can be initiated internally or on certain request from external constituents.

RISK TYPE DESCRIPTION

ING US measures the following main types of risks that are associated with its business:

• Insurance risk – risks such as mortality, morbidity, and longevity associated with the claims under insurance policies it issues/ underwrites; specifically, the risk that premium rate levels and provisions are not sufficient to cover insurance claims;

• Market risk – the risk of potential losses due to adverse movements in market variables. Market risks include interest rate, equity, real estate, implied volatility, credit spread including illiquidity premium, and foreign exchange risks;

• Credit risk – the risk of potential losses due to default by ING US debtors (including bond issuers) or trading counterparties;

• Business risk – risk driven by the possibility that experience deviates from expectations with respect to policyholder behaviour, expenses and premium re-rating. These fluctuations can occur because of internal, industry, or wider market factors. It includes strategic risk;

• Liquidity risk – the risk that ING US or one of its subsidiaries cannot meet its financial liabilities when they come due, at reasonable cost and in a timely manner. Liquidity risk can materialise both through trading and non-trading positions;

• Operational risk – the risk of direct or indirect losses resulting from inadequate or failed internal processes, people and systems or from external events. It includes reputational risk and legal risk;

• Compliance risk – the risk of damage to ING US integrity as a result of failure (or perceived failure) to comply with relevant laws, regulations, internal policies, procedures and ethical standards.

INSURANCE RISK

Insurance risks are comprised of actuarial and underwriting risks such as mortality, longevity, and morbidity, which result from the pricing and acceptance of insurance contracts.

The table below shows the main risk categories for insurance risks within ING US. IFRS Earnings sensitivities are defined on a shock scenario at the 90% confidence level.

	Description	Key Drivers
Mortality	Within mortality risk there are two main parts:	The largest earnings sensitivity to positive mortality risk arises in Insurance Solutions.
	•         Positive mortality risk exists when more insureds die than expected, leading to higher claims than expected.
	•         Negative mortality risk exists when insureds live longer than expected, leading to higher claims than expected (moderate shocks are not material to the P&L).
Morbidity	Morbidity or Health insurance covers insurance indemnifying or reimbursing losses (e.g. loss of income) caused by illness or disability, or for expenses of medical treatment necessitated by illness or disability. Morbidity risk comprises the risk of variability of size, frequency and time to payment of future claims, development of outstanding claims and allocated loss adjustment expenses (ALAE) for morbidity product lines over the remaining contract period.	Earnings sensitivity to morbidity risk (e.g. sickness, disability, accidental death, workers’ compensation, medical insurance) is present in the Employee Benefits business.

Sensitivities

Mortality and morbidity sensitivities are calculated on a diversified basis assuming a normal distribution and a specified mortality/morbidity scenario for calibration. The largest contribution to the mortality sensitivity comes from the Individual Life business while the morbidity sensitivity comes from the Employee Benefit business.

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IFRS Earnings Sensitivities for Insurance Risks

	US Excl. CB-VA				CB-VA
	2012		2011		2012		2011
Mortality		–23		–19		–1		–7
Morbidity		–49		–49

Mitigation

In general, insurance risks cannot be hedged (easily) in the financial markets and tend to be mitigated by diversification across large portfolios. Therefore, they are managed at the contract level through standard underwriting policies, product design requirements, independent product approval processes, and risk limitations related to insurance policy terms and conditions agreed with the client.

Risk not mitigated by diversification is managed with concentration and exposure limits and through reinsurance and/or securitisations:

• Tolerance limits for life insurance risk are set per insured life and significant mortality and morbidity events affecting multiple lives such as pandemics;

• Reinsurance is used to manage risk exposure and exposure to reinsurers is managed according to the ING US reinsurance credit risk policy;

• ING US is currently reviewing our mortality concentration limits in order to better assess our need to obtain protection from catastrophic losses resulting from events such as terrorism.

BUSINESS RISK

Business risk for insurance is the risk insurance operations accept as consequence of choosing to be in the business. In practice this can be defined as the exposure to the possibility that experience differs from expectations with respect to expenses, the run-off of existing business (persistency/renewals), future premium rerating, etc. The calculation of Business Risk Capital is specified by the regulatory capital methodology prescribed by the National Association of Insurance Commissioners (NAIC).

MARKET RISK

ING US is exposed to market risk to the extent to which the market value of surpluses can be adversely impacted due to movements in financial markets. Changes in financial market prices impact the market value of ING US’s asset portfolio, including derivatives as well as the calculated market value of the insurance liabilities.

The sensitivities shown are calculated at the business unit level and cover US domiciled insurance entities. The sensitivities are based on moderately adverse shocks to underlying risk factors as described in the following table:

	Description	Key Drivers
Interest Rate	•         Impact on assets and liabilities due to movements of interest rates.	Sensitivities of various guarantees (e.g. minimum interest rate guarantees, and guaranteed living benefits). CB-VA and GMIRs of insurance products.
	•         Measured by the impact of a 1% upwards and downwards parallel shift of US Treasury curve.
Equity	•         Impact of a drop in equity prices which impacts direct equity exposure and loss of fee income from variable and equity linked.	Separate account and equity indexed business, and direct equity exposure.
	•         Measured by the impact of a 25% drop in equity prices.
Credit (Default and Spread risk)	•         Impact that credit default risk can have on credit impairment levels in a ‘1 in 10’ scenario (using ‘1 in 10’ 1-year default rates by rating category, combined with stressed ‘Loss Given Default’ assumptions); plus impact that a ‘1-in-10’ increase in credit spreads levels can have on previously impaired structured assets (re-impairment risk) and on CDS transactions that are carried at market value.	General account business.
Implied Volatility (Equity & Interest Rates)	•         Impact of losses related to changes in foreign currency exchange rates.
	•         Measured by the worst case impact of a 10% up and down movement for each currency.
FX	•         Impact of losses related to changes in real estates.
	•         Measured by the worst case impact of a 10% up and down movement for each currency.
Real Estate	•         Impact of losses related to changes in real estate.
	•         Measured by impact of all real estate down 15%.

Sensitivities

The stress events are described above. The ING US earnings sensitivities are dominated by credit, equity and interest rate exposure.

ING US has no significant earnings sensitivity to Foreign Exchange Rates as ING US is managed on a local currency basis and therefore there is no translation risk to the Group reporting currency included in the sensitivities. ING US also has no significant earnings exposure to non-US currencies. From the ING Group perspective, there may be translation risk between ING US USD based operations and ING Group EUR basis.

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Notes to the consolidated financial statements continued

ING US earnings sensitivities to market risk factors are shown in the tables below. Taking into account diversification between risk factors, ING US (excluding CB-VA) is exposed to a EUR 0.9 billion decrease in expected IFRS Earnings within the context of the market and non-market sensitivity analysis. At 31 December 2011, ING US (excluding CB-VA) was exposed to a EUR 1.0 billion in expected IFRS Earnings within the context of the market and non-market sensitivity analysis. The changes from 2011 to 2012 are the result of many factors including:

• Changes in credit exposures, as discussed in the Credit Risk Section below, leading to a reduction in default risk and an increase in spread risk;

• Sales of Limited Partnership assets, reducing earnings sensitivity to equities;

• Changes in hedge positions, leading to a reduced exposure to interest rates.

IFRS Earnings Sensitivities for Market Risks ^(1,2)

	US Excl. CB-VA
	2012		2011
Interest Rate Up		58		72
Interest Rate Down		–77		–146
Equity		–244		–293
Credit – Default		–283		–355
Credit – Spread		–236		–188

⁽¹⁾ FX and real estate sensitivities do not have a material impact.

⁽²⁾ Sensitivities are calculated at business unit level.

Estimated CB-VA Immediate Earnings Sensitivities at 31 December 2012 Immediate Change in Equity Market

	–25%		–15%		–5%		+5%		+15%		+25%
Earnings sensitivity before RAT Policy Impact		1,150		700		250		–100		–350		–550
RAT Policy Impact (RAT50)		0		0		0		0		0		0
Total Estimated Earnings Sensitivity		1,150		700		250		–100		–350		–550
RAT 50 Sufficiency		100		300		550		750		850		1,000

The table above exhibits the sensitivity of CB-VA earnings to immediate changes in equity markets. For example, as of 31 December 2012 it is estimated that if equity markets were to immediately increase by 25%, CB-VA would be exposed to an immediate EUR 0.55 billion decrease in IFRS earnings. This immediate sensitivity is not directly comparable to the 12 month sensitivities shown in the preceding table.

Mitigation

ING US manages its risk exposure through contractual adjustment mechanisms such as changes to credited rates, the contractual terms related to new business, adjusting its capital structure within regulatory constraints, and, where deemed appropriate, hedging various exposures.

Real Estate

ING US has a small exposure to direct real estate, which is composed primarily of Home Office real estate and real estate from foreclosed loans.

Real Estate Exposure

	2012		2011
Total		123		125

CREDIT RISK

ING US credit exposure arises from the investment of insurance premiums in assets subject to credit risk, largely in the form of unsecured bond investments, investments in private placements and commercial mortgages, as well as in structured finance products. In addition, ING US is exposed to credit counterparty risk exposure in derivatives transactions, sell/repurchase transactions, securities lending/ borrowing and in reinsurance contracts.

Within ING US, the goal is to maintain a low-risk, well diversified credit risk portfolio that meets or exceeds market based benchmark returns. ING US has a policy of maintaining a high-quality investment grade fixed income portfolio while avoiding large risk concentrations. The emphasis is on managing total exposure and concentration risk by means of portfolio level risk limits and concentration limits for countries, individual borrowers and borrower groups. Counterparty credit risk is mitigated by only transacting with counterparties that meet minimum credit quality standards as well as by requesting collateral for all larger exposures.

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Notes to the consolidated financial statements continued

The table below shows the main risk categories for credit risk within ING US:

	Description	Key Drivers
Issuer or Investment Risk	•         Risk related to the impact of a credit default or rating migration, plus the risk that a change in general credit spread levels can have on the market value of these instruments.	Investments in public bonds, commercial paper, securitisations and other publicly traded securities.
	•         Measured at original cost (purchase price) less any prepayments or amortisations and excluding any accrued and unpaid interest or the effects of any impairment.
Lending Risk	•         Risk related to certain illiquid investments made by ING US.	Privately placed bonds and commercial mortgage loans in the United States.
	•         Measured at original cost (purchase price) less any prepayments or amortisations and excluding any accrued and unpaid interest or the effects of any impairment.
Pre Settlement Risk	•         Risk of a counterparty defaulting on a transaction before settlement and ING US having to replace the contract by a trade with another counterparty at the then prevailing (possibly unfavourable) market price.	Options, swaps, and securities financing transactions used for hedging purposes.
	•         Measured as the replacement value (mark-to-market) plus a potential future volatility concept, using a 3–7 year historical time horizon and a 97.5% (1.96 standard deviations) confidence level.

Risk Profile

Risk classes

The exposure to the investment grade rating qualities increased in 2012 and the exposure to the below investment grade rating qualities decreased, pointing at an improvement in the overall quality of the credit risk portfolio. The 17–22 category largely consists of unrated exposures. The exposure to assets actually rated CCC or below has further reduced in 2012 and is only 2% of the portfolio per 31 December 2012.

Risk Classes: ING US portfolio, as % of total outstanding ⁽¹⁾

		ING US
		2012			2011
1	(AAA)		15.0	%		16.5	%
2–4	(AA)		15.0	%		13.7	%
5–7	(A)		27.5	%		25.3	%
8–10	(BBB)		26.2	%		24.0	%
11–13	(BB)		3.5	%		3.8	%
14–16	(B)		3.5	%		3.9	%
17–22	(CCC & Problem Grade)		9.3	%		12.8	%
Total			100.0	%		100.0	%

⁽¹⁾ Based on credit risk measurement contained in lending, pre-settlement, money market and investment activities. The ratings reflect probabilities of default and do not take collateral into consideration and are based on ultimate parent.

The risk concentration per sector remains very similar to last year, with the largest change shown for Non-Bank Financial institutions which decreased by 3.3%. This category largely consists of special purpose vehicles that issue RMBS, ABS and CMBS securities. Net sales of these assets resulted in the reported reduction.

Risk concentration: ING US portfolio, by economic sector ⁽¹⁾

	ING US
	2012			2011
Non-Bank Financial Institutions		35.3	%		38.6	%
Real Estate		8.3	%		8.5	%
Central Governments		7.3	%		8.2	%
Natural Resources		7.1	%		6.9	%
Utilities		6.1	%		6.0	%
Commercial Banks		4.5	%		4.4	%
Food, Beverages & Personal Care		4.1	%		3.6	%
Chemicals, Health & Pharmaceuticals		3.5	%		3.1	%
Private Individuals		2.5	%		2.2	%
Telecom		2.2	%		2.2	%
General Industries		1.7	%		2.1	%
Other		17.4	%		14.2	%
		100.0	%		100.0	%

⁽¹⁾ Economic sectors below 2% are not shown separately but grouped in ‘Other’.

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Notes to the consolidated financial statements continued

ING US largely invests in financial instruments issued in the United States, as required by regulation. The decrease in exposures to the Netherlands is related to the transfer of the note reflecting the obligations of the Dutch Government related to the Alt-A RMBS sales transaction in 2009 to ING Group Bonds and private placements issued by Western European corporations reduced in 2012 from 9.3% per 31 December 2011 to 8.2% per 31 December 2012. It still accounts for the majority of the non-US exposure.

Largest economic exposures: ING US portfolio, by geographic area ⁽¹⁾

	ING US
	2012			2011
United States		79.6	%		77.4	%
Netherlands		3.9	%		5.7	%
Rest of Europe		8.2	%		9.3	%
Rest of Americas		5.1	%		4.4	%
Asia/Pacific		3.1	%		3.0	%
Rest of World		0.1	%		0.2	%
Total		100.0	%		100.0	%

⁽¹⁾ Country is based on the country of residence of the obligor.

Securities Lending Business

As part of its securities financing business, ING US entities actively enter into agreements to sell and buy back marketable securities. These transactions can take many legal forms. Repurchase and reverse repurchase agreements, buy/sellback and sell/buyback agreements, and securities borrowing and lending agreements are the most common. The amount of marketable securities ING US provided as collateral under these types of agreements was EUR 0.5 billion per 31 December 2012 and EUR 0.8 billion per 31 December 2011. The change is caused by reduced liquidity requirements.

Mitigation

Credit Risk in ING US portfolio is partially mitigated by collateral it has received.

• The entire block of commercial mortgages (EUR 6.6 billion per 31 December 2012) is collateralised with mortgages on real estate properties. The weighted average loan to (most recent) value of this portfolio was 55% per 31 December 2012 which is unchanged from December 2011;

• The EUR 11 billion private placement portfolio is partially collateralised with assets pledged to the consortium of lenders. Also, financial covenants that have been agreed with the different borrowers protect us structurally against any kind of subordination. At least 80% of the assets in this portfolio is either structurally unsubordinatable (i.e. implicitly secured), and another 10–20% explicitly secured;

• The policy loan portfolio (EUR 1.7 billion per 31 December 2012) is fully collateralised by the cash value of the underlying insurance policies;

• The gross counterparty risk exposure to reinsurance companies (EUR 5.7 billion per 30 September 2012) is largely collateralised with assets held in trust (EUR 2.5 billion), letters of credit (EUR 2.0 billion), or funds withheld (EUR 1.1 billion). Please note however that some exposures are over collateralised and that there is a total of EUR 1.6 billion of uncollateralised reinsurance counterparty risk exposure;

• Exposure to financial institutions related to OTC derivative-transactions is largely collateralised, in line with ISDA Master Agreements accompanied by Collateral Support Agreements that have been signed with these counterparties. As per 31 December 2012, ING US was holding net collateral of EUR 0.55 billion supporting a market value exposure of EUR 0.70 billion;

• Exposures related to Securities Lending, Reverse Repo, and exchange traded instruments are also collateralised.

Problem Loans

Problem loans are defined as commercial mortgage loans that are 60 days or more in arrears, as that is the point where there is a probability that the full principal and interest may not collected. ING US does not have any material problem loans. As soon as commercial mortgage loans become non-performing, the collateral is typically liquidated or the loan is sold.

Impaired loans and provisions

ING US mainly has bond investments. The amount of impaired loans in its portfolio is very small and limited to commercial mortgage loans.

LIQUIDITY RISK

Liquidity risk refers to the risk that a company is unable to settle financial obligations when they come due, at reasonable cost and in a timely manner. Liquidity risk can materialise both through trading and non-trading positions. As with other market risks, liquidity risk falls under the supervision of the Risk Committee function. Under the volatile market circumstances in 2012, funding and liquidity risk remains an important topic on the agenda of senior management and the Risk Committee that needs continuous monitoring and management. External market and regulatory developments and internal financial developments are closely monitored. Regular stress testing and measurement of early warning indicators are, among others, used to provide additional management information.

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Notes to the consolidated financial statements continued

ING US defines two levels of liquidity management. Short-term liquidity, or cash management covers the day-to-day cash requirements under normally expected or likely business conditions. Long-term liquidity management takes into consideration various expected and adverse business conditions, which might result in the inability of realising the current market values of the assets. The assets might only be sold at a further distressed price simply due to the lack of liquidity. Stress liquidity management looks at the company’s ability to respond to a potential crisis situation. The day-to-day and ongoing cash management allows for a more proactive response to potential liquidity problems in distressed markets. Liquidity risk is measured through several metrics including ratios and cash flow scenario analysis, in a base case and under several stressed scenarios. Liquidity risk is evaluated separately by legal entity because of certain regulatory restrictions on the transfer of assets between legal entities.

ING US principal available sources of liquidity are product charges, investment income, proceeds from the maturity and sale of investments, proceeds from debt issuance and borrowing facilities, repurchase agreements, contract deposits and securities lending. Primary uses of these funds are payments of policyholder benefits commissions and operating expenses, interest credits, investment purchases, derivative collateral requirements and contract maturities, withdrawals and surrenders. ING US liquidity risk metrics indicate that liquidity resources would be sufficient to meet expected liquidity uses under the scenarios tested.

Under the terms of ING US Over-The-Counter Derivative International Swaps and Derivatives Association, Inc. (‘ISDA’) Agreements, ING US may receive from, or deliver to, counterparties, collateral to assure that all terms of the ISDA Agreements will be met with regard to the Credit Support Annex (‘CSA’). The terms of the CSA call for ING US to pay interest on any cash received equal to the federal funds rate (‘Federal Funds Rate’). As of 31 December 2012, EUR 675 million of net cash collateral related to derivative contracts was being held. As of 31 December 2012, ING US delivered EUR 25 million and EUR 9 million of cash collateral related to derivative contracts and credit facilities, respectively. As of 31 December 2011, EUR 585 million of net cash collateral related to derivative contracts was being held. As of 31 December 2011, ING US delivered EUR 31 million and EUR 9 million of cash collateral related to derivative contracts and credit facilities, respectively. As of 31 December 2010, EUR 10 million of net cash collateral related to derivative contracts was being held. As of 31 December 2010, ING US delivered EUR 39 million and EUR 9 million of cash collateral related to derivative contracts and credit facilities, respectively. The collateral held and delivered is included in Payables under securities loan agreements, including collateral held and Short-term investments under securities loan agreements, including collateral delivered, respectively, on the Consolidated Balance Sheets. In addition, as of 31 December 2012, 2011 and 2010, ING US delivered securities as collateral of EUR 0.8 billion, EUR 1.0 billion and EUR 0.8 billion, respectively, which was included in Securities pledged on the Consolidated Balance Sheets. Collateral requirements are monitored on a daily basis and incorporate changes in market values of both the derivatives contract as well as the collateral pledged. Market value fluctuations are due to changes in interest rates, spreads and other risk factors.

OPERATIONAL RISK

Operational risk is defined as the risk of direct or indirect loss resulting from inadequate or failed internal processes, people and systems or from external events. It includes the risk of reputation loss, as well as legal risk whereas strategic risks are not included. Operational risk also includes IT risk.

For Operational risk, ING US follows the ING Group framework governing the process of identifying, assessing, mitigating, monitoring and reporting operational risks. The ING framework is based on the elements of the Enterprise Risk Management model of COSO (Committee of Sponsoring Organisations of the Treadway Commission).

The Operational risk function works with the ING Operational Risk Management (ORM) Scorecard process to evaluate yearly the embedding level of the Operational Risk Management Framework in each business. Policies and minimum standards governing the framework are kept in the policy house. During 2011 Operational Risk started with the implementation of an ING US policy house in preparing for a stand-alone public organisation.

Risk appetite is defined as the risk level management is prepared to tolerate. The operational risk appetite levels are set by ING Group in the form of a risk footprint. Via Operational Risk Committees (ORCs) it is ensured that responsible line managers mitigate the risks that are not within the risk appetite. Incidents and operational risks are tracked and on a quarterly basis reported to management in the Non-Financial Risk Dashboard.

Integrated risk assessments are performed on an ongoing basis across the organisation. Mitigating actions are taken for those risks that are identified as risks beyond the risk appetite level. Status of the mitigating actions is formally tracked.

To ensure an independent Operational risk function and the possibility for the Operational risk officers to be impartial and objective when advising business management on Operational Risk, a dual reporting line, directly to ING US Chief Risk Officer and functionally to the next higher level ING Group Operational Risk Officer, is in place. The head of Operational risk ultimately reports directly to the ING US Chief Risk Officer.

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Notes to the consolidated financial statements continued

COMPLIANCE RISK

The ING US Compliance program and function are aligned with ING Group’s Compliance Risk Management Charter and Framework and the related processes described elsewhere in this Report.

The Scope of the Compliance function

The ING US Compliance function focuses primarily on managing the risks arising from laws, regulations and standards which are specific to the financial services industry. The Compliance function seeks to actively educate and support the business in managing compliance risks including anti-money laundering, preventing terrorist financing, conflicts of interest, sales practices, trading conduct and protection of customer interests.

The Compliance function

In ING US, the Compliance function is an independent control and risk management department. The ING US Chief Compliance & Ethics Officer reports directly to the ING US Chief Legal Officer, who is a member of the Board of ING U.S., Inc.. The ING US Chief Compliance & Ethics Officer also has a functional reporting line to the ING Group Chief Compliance Officer.

Compliance Risk Management Framework

ING US adheres to the ING Group Compliance Framework, which consists of three key components: the Compliance Risk Management process, an Advisory component and the Scorecard. ING US Compliance executes a regular process of identifying, assessing, mitigating, monitoring and reporting compliance risks. The Compliance function works with Operational Risk Management’s annual evaluation process, assessing the implementation of compliance program elements within each business line and across the enterprise.

ING US also maintains the Whistleblower process on behalf of the broader organisation. The process is designed to encourage staff to speak up, without fear of reprisal, if they know of or suspect a breach of laws, regulations or internal policies. ING US also maintains a domestic ‘hotline’ operated by a third-party vendor that is available to all employees to report suspected misconduct, and reporting employees may elect to remain anonymous in doing so.

Main Compliance developments in 2012

• Policies & Procedures: ING US Compliance reviewed and prepared drafts of an updated Code of Business Conduct and Ethics, along with new or refreshed Corporate Compliance Policies tailored to the US business and regulatory regime. These are expected to be issued and implemented in conjunction with the planned separation of ING US businesses;

• Technology Enhancements: ING US Compliance enhanced technology and tools to improve compliance risk management in the areas of anti-money laundering, position reporting and personal trading;

• Enterprise Functions: ING US Compliance implemented certain enterprise-wide compliance processes to support functions across business lines, including advertising review, inspections and compliance training;

• Extra-territorial Laws: The UK Bribery Act was effective 1 July 2011 and is deemed applicable to ING’s business globally. Accordingly, the ING Group Gifts, Entertainment and Anti-Bribery Policy was amended to comply with the UK Bribery Act, and ING US will adopt and implement policies that align with the regulatory and Group requirements;

• Employee Compliance Training: Continuous education and awareness training was provided through the ING Learning Center, with four required Corporate Responsibilities Courses for all ING US employees, in addition to targeted courses where deemed necessary.

REGULATORY CAPITAL

For the capital adequacy assessment of ING US domiciled regulated insurance businesses, available capital is measured under US statutory accounting principles and required capital is measured under the US regulatory Risk Based Capital (RBC) methodology defined by the National Association of Insurance Commissioners (NAIC). Commonly in the US an insurer’s financial strength and ability to meet policyholder obligations is measured in terms of the amount of statutory capital held in relation to the ‘Company Action Level’ RBC defined by the NAIC framework. Note that the level of capital required by rating agencies to maintain an acceptable claims paying ability rating is well above the regulatory minimum defined by Company Action Level RBC. Consequently, ING US manages its available capital primarily with respect to capital metrics that are aligned with the models of the various rating agencies.

The relevant capital requirements of the ING US business units consist of statutory Risk Based Capital requirements (RBC) for its US domiciled business, along with additional requirements for the Cayman Islands based subsidiary Security Life of Denver International (SLDI). ING US targets a RBC ratio of 425% for its US-domiciled business.

The asset target for the variable annuity (VA) business within SLDI is based on Actuarial Guideline 43 (AG 43), a reserve standard written by the US National Association of Insurance Commissioners. AG 43 prescribes reserves based on applying standardised economic scenarios under the Conditional Tail Expectation (CTE) approach, a scenario testing methodology. For rating agency purposes, ING US targets assets satisfying the CTE requirement in excess of the 95% confidence level.

As of 31 December 2012, US regulatory capital was at USD 7.9 billion producing an RBC ratio of 526%.

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Notes to the consolidated financial statements continued

Regulatory Capital Sensitivities

ING US calculates regulatory capital sensitivities on the Risk-Based Capital model in order to provide insights into how the amount of available capital in excess of regulatory required capital changes with an increase or a decrease in different market risk factors under moderate stress scenarios that correspond approximately with a 1-in-10 year event. Regulatory capital sensitivities are calculated in aggregate for the US domiciled regulated insurance entities, and include the effects of the sensitivities on the capital of SLDI.

The sensitivities shown are calculated at the business unit level and cover US domiciled insurance entities. The sensitivities are based on moderate shocks to the following underlying risk factors:

• Interest rates;

• Equity;

• Credit (credit default and credit spread risk);

• Foreign exchange;

• Real estate.

The shock scenarios applied for regulatory capital sensitivities are the same as those shown in the Market Risk section for Earnings at Risk. The regulatory capital sensitivity in aggregate is calculated by combining the joint impact of the various market stress events calculated by taking into account the correlations between risk types.

Sensitivities

The table below presents market risk sensitivity figures before diversification between risks.

Regulatory Capital Sensitivities^(1,2)

	US Excl. CB-VA				CB-VA
	2012		2011		2012		2011
Interest Rate Up		–23		2		258		24
Interest Rate Down		–24		–50		–246		–226
Equity		–82		–149		–129		–17
Credit – Default		–240		–272		–6		–8
Credit – Spread (3)		–462		–475		–19		–21
Mortality (4)		–19		–15		–1		–4
Morbidity (4)		–32		–32

⁽¹⁾ FX and real estate sensitivities do not have a material impact.

⁽²⁾ Sensitivities are calculated at business unit level and cover US domiciled insurance entities.

⁽³⁾ Includes changes in liabilities anticipated with an increase on spreads.

⁽⁴⁾ Mortality and morbidity sensitivities are calculated on a diversified basis assuming a normal distribution and a specified mortality/morbidity scenario for calibration.

The changes from 2011 to 2012 are the result of many factors including:

• Changes in credit exposures, as discussed in the Credit Risk section above, leading to a reduction in default risk;

• Sales of Limited Partnership assets, reducing US ex CB-VA sensitivity to equities;

• Introduction of Stable Value hedging program, leading to reduced exposure to interest rates in US ex CB-VA;

• Model and assumption refinements in CB-VA, leading to an increase in equity sensitivity.

Taking into account diversification between risk factors, ING US (excluding CB-VA) is exposed to a EUR 0.9 billion decrease in regulatory capital and CB-VA is exposed to a EUR 0.4 billion decrease in regulatory capital within the context of the market and non-market sensitivity analysis. As of 31 December 2011, the comparable amounts were EUR 1.0 billion and EUR 0.3 billion, respectively.

MODEL RISK

The US has a rigorous Model Risk Governance framework that is operative at each Business Unit level as well as within the ING US Corporate area. Through this framework all model, methodology and assumption changes are reviewed and approved by a BU Chief Risk Officer or by the US Chief Risk Officer. The US CRO has ultimate authority for Model Risk Governance. Beginning in 2012, the US has targeted 3Q as the quarter to make our routine experience updates. We will also target 3Q for any other planned model, methodology and assumption updates. Below is a summary of the significant model and assumption changes for 4Q 2012 that were approved by the US Model Committee:

• The QRM system was approved as a replacement for ECAPS for use in the calculation of Economic Capital and FAS107 disclosure items;

• A new methodology was approved to generate EC and Market Consistent scenarios;

• Several business units made updates to statutory values as a result of changes in reserve valuation interest rates or changes in their cash flow testing models. The valuation interest rate updates are required by law.

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Notes to the consolidated financial statements continued

INSURANCE INVESTMENTS

The Insurance Investments business consists of certain parts of ING Insurance that will not be part of the divestment of the Latin American, Eurasian and US business. In the course of the divestment process of these businesses the composition of the Insurance Investments portfolio may change. Furthermore, at some stage parts of the Insurance Investments portfolio itself may be divested or closed down. In some cases this can take many years. Currently the most important parts of this portfolio are:

• Financing activities of ING Insurance and some of its sub holdings;

• Certain activities related to prior divestments, such as legal claims in Mexico and the ownership of a Mexican mortgage company;

• ING’s stake in the Brazilian SulAmerica joint venture;

• The run-off of former non-life and reinsurance activities.

Insurance Investments businesses are managed by the Head of Insurance Investments and supported by the Finance and Risk functions of ING Group. The largest asset is the Brazilian SulAmerica joint venture with a balance sheet value of EUR 366 million (in 2011 EUR 394 million). Winding down financing activities is delegated to ING Group Capital Management.

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Notes to the consolidated financial statements continued

2.2.2 CAPITAL MANAGEMENT

OBJECTIVES

ING Group Capital Management (Capital Management) is responsible for the sufficient capitalisation of ING Group entities at all times in order to manage the risk associated with ING’s business activities. This involves the management, planning and allocation of capital within ING Group. ING’s Corporate Treasury is part of Capital Management. It executes the necessary capital market transactions, term (capital) funding and risk management transactions. Capital Management monitors and plans capital adequacy on a consolidated basis at three levels: ING Group, ING Insurance and ING Bank. Capital Management takes into account the metrics and requirements of regulators (Insurance Group Directive (IGD) Solvency I, Tier 1 and BIS ratios and limits for hybrid capital), rating agencies (leverage ratios, Adjusted Equity) and internal models such as the economic capital and market value balance sheet approach for parts of ING Insurance including Available Financial Resources (AFR).

ING applies the following main capital definitions:

• Adjusted Equity (ING Group) – This rating agency concept is defined as shareholders’ equity plus core Tier 1 securities, hybrid capital and prudential filters. See ‘Capital Base’ disclosures in this section. This capital definition is applied in comparing available capital to core debt for ING Group;

• Core Tier 1 capital, Tier 1 capital and total BIS capital (ING Bank) – Tier 1 capital is defined as shareholders’ equity including core Tier 1 securities plus hybrid capital less certain prudential filters and deductible items. Core Tier 1, Tier 1 and BIS capital divided by risk-weighted assets equal the Core Tier 1, Tier 1 and BIS ratio respectively. Core Tier 1 capital is equal to Tier 1 capital excluding hybrid capital;

• Insurance Group Directive capital (ING Insurance) – This regulatory concept is defined as shareholders’ equity plus hybrid capital, prudential filters and certain adjustments. IGD capital is calculated in accordance with method 3 ‘method based on accounting consolidation’ of the Dutch Act on Financial Supervision. In this method the solvency margin is calculated on the basis of the consolidated accounts and is the difference of (i) the assets eligible for the inclusion in the calculation of the solvency margin based on the consolidated data; and (ii) the minimum amount of the solvency margin calculated on the basis of the consolidated data. In applying this method a solvency deficit of an insurance subsidiary, if any, is taken into account, as well as regulatory adjustments of the Dutch insurance subsidiaries based on the Dutch Act on Financial Supervision. See ‘Capital Base’ disclosures in this section. This capital definition is applied in comparing IGD capital to EU required capital base. In 2012 the IGD ratio was positively impacted by the adoption of the Ultimate Forward Rate Curve for the valuation of insurance liabilities in the Netherlands.

• AFR (ING Insurance EurAsia excluding discontinued operations) – This is a pre-tax market value concept, defined for the insurance operations of ING Insurance EurAsia as the market value of assets (MVA) less the market value of liabilities (MVL) on the balance sheet. The liabilities do not include perpetual hybrid capital which is included in AFR. The AFR valuation of ING Insurance EurAsia includes an adjustment for liquidity premium. The AFR for third party pension funds is set equal to the statutory net equity. AFR is used as the measure of available capital in comparison with Economic Capital employed.

• EC, or Economic Capital (ING Insurance EurAsia excluding discontinued operations), is the pre-tax required capital for the insurance operations of ING Insurance EurAsia, based on a 99.5% confidence interval on a one-year horizon. This interval is aligned with the Solvency II capital requirement. The EC for third party pension funds is based on sectoral rules.

• Risk Based Capital (Domestic ING US Insurance only). In the US, regulators have well developed capital adequacy models and stress tests that reflect the unique characteristics of the US insurance industry. US domiciled insurance legal entities are required to hold minimum capital levels by state insurance regulators. The level of capital required by rating agencies to maintain an acceptable claims paying ability rating is well above these levels. The Domestic US Insurance business manages its statutory surplus primarily with respect to capital metrics that are aligned with the models of the various ratings agencies.

• Financial Leverage (ING Insurance). Financial Leverage is the sum of hybrid capital, sub-debt and net financial debt.

DEVELOPMENTS

In 2012 Capital Management’s main focus remained the strengthening of the capital position of ING Group, ING Bank and ING Insurance. ING’s capital is well placed to deal with the uncertain financial environment, increasing regulatory requirements and the ambition to repay the remaining outstanding Core Tier 1 securities.

In April 2012, in preparation of the planned insurance and investment management divestments, ING Group has completed three separate exchange offers and consent solicitations on a total of three series of senior securities of ING Verzekeringen N.V. with a total nominal value of EUR 2.6 billion. The objective of the transaction was to remove potential ambiguity that the planned divestments may create with regard to these ING Verzekeringen N.V. securities, predominantly with regard to the Change of Control clauses which may be triggered at the time of a substantial asset disposal. The difference between the book value of the currently outstanding securities and the fair value of the newly issued securities was recognised in the profit and loss account upon completion of the exchange.

In November 2012, ING repaid EUR 750 million of the Core Tier 1 securities issued in November 2008 at a 50% premium. Nevertheless ING maintained a strong capital position, driven mainly by strong capital generation at ING Bank.

In December 2012, ING Verzekeringen N.V. redeemed a EUR 1.25 billion hybrid security. This security had a Change of Control clause that would be triggered by the divestment of Insurance Asia.

F-218

Notes to the consolidated financial statements continued

In 2012 ING Bank issued a total of EUR 33 billion of debt with an original tenor of more than one year, compared with EUR 18 billion of long-term debt maturing in the whole of 2012, successfully covering its 2012 funding needs and prefunding its 2013 requirements. ING Bank (including subsidiaries) has EUR 21 billion of debt with an original tenor of more than one year maturing in 2013.

POLICIES

The activities of Capital Management are executed on the basis of established policies, guidelines and procedures. The main documents that serve as guidelines for capital planning are the Capital Plan (comprising the approved targets and limits for capital), the Capital Planning Policy, the Dividend Policy and the Local Capital Management Policy. For the Corporate Treasury there are additional policies and limits that guide the management of the balance sheets and the execution of capital market transactions.

PROCESSES FOR MANAGING CAPITAL

In addition to measuring capital adequacy, Capital Management also ensures that sufficient capital is available through setting targets and limits relevant to the above mentioned metrics for ING Group, ING Bank, and ING Insurance and ensuring adherence to the set limits and targets through planning and executing capital management transactions. The ongoing assessment and monitoring of capital adequacy is embedded in Capital Management’s capital planning process. Following the annual budgeting process, each year a capital plan is prepared for the Group as a whole and each of its material businesses. This plan is updated on a quarterly basis and it is assessed to what extent additional management actions are required. At all times maintaining sufficient financial flexibility should be preserved to meet important financial objectives. At the foundation of the capital plan are ING’s risk appetite statements that determine target setting. These constraints are being cascaded to the different businesses in line with our risk management strategy.

Important inputs to the capital planning and management process are provided by stress testing that is performed on a regular basis. These stress tests focus on topical issues and the sensitivity of the Group’s capital position to certain risks. These analyses provide input that help to steer strategic direction. Setting policies for recovery planning and resolution are a natural extension of ING’s capital management policies and follow ING’s risk management framework seamlessly.

A key priority of Capital Management is to ensure that strong stand-alone companies are created for banking and insurance in preparation of the separation. All operating entities need to stay adequately capitalised based on local regulatory and rating agency requirements and interdependencies should be reduced to a minimum. The entities should also be able to access capital markets independently.

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Notes to the consolidated financial statements continued

CAPITAL ADEQUACY ASSESSMENT

During 2012, ING Group, ING Bank and ING Insurance were adequately capitalised.

ING Group’s Capital base

	Group				Bank				Insurance
	2012		2011		2012		2011		2012		2011
Shareholders’ equity (parent)		49,511		42,452		31,823		30,156		27,299		23,475
Core Tier 1 securities		2,250		3,000
Group hybrid capital (1)		9,223		9,332		6,774		6,850		2,438		2,604
Group leverage (2)		7,100		7,917
Total capitalisation		68,083		62,701		38,597		37,006		29,737		26,079
Adjustments to equity:
Revaluation reserve debt securities		–10,516		–4,142		–1,265		213
Revaluation reserve crediting to life policyholders		5,673		3,492
Revaluation reserve cash flow hedge		–2,689		–1,970		761		822		–3,548		–2,883
Goodwill (3)		–1,431		–2,006		–1,242		–1,390		–351		–786
Revaluation reserves fixed income & other		–8,963		–4,626		–1,746		–355		–3,899		–3,669
Revaluation reserves excluded from Tier 1 (4)						–1,691		–2,043
Insurance hybrid capital (5)										476		1,726
Minority interests						959		817		217		62
Differences IFRS-IASB and IFRS-EU (6)		4,846		4,211		4,846		4,211
Deductions Tier 1						–991		–1,014
Tier 1 capital for Bank						39,975		38,622
Other qualifying capital (7)						7,142		8,502
Insurance Group Directive adjustments (8)										–3,209		–2,792
Group leverage (core debt)		–7,100		–7,917
Total capital (Adjusted Equity for Group, BIS capital for Bank and IGD capital for Insurance)		56,866		54,369		47,116		47,124		23,322		21,406

⁽¹⁾ Tier 1 instruments issued by ING Group (e.g. perpetual debt securities and preference shares) at nominal value. Group hybrid Tier 1 instruments other than preference shares are provided as hybrid capital to ING Bank or ING Insurance. Hybrid capital securities are perpetual fixed income securities with an embedded call and coupon deferral feature. All hybrids capital securities rank senior to core tier 1 securities and ordinary shares of ING Group and they are structurally subordinated to the senior debt instruments issued by ING Groep N.V. More details on terms and conditions can be found on www.ing.com, investor relations, fixed income information, ING Debt securities, Debt securities ING Groep N.V.

⁽²⁾ Investments in subsidiaries less equity (including core Tier 1 securities) of the Group holding company. This net debt position is provided as equity to ING Insurance and ING Bank.

⁽³⁾ According to the regulatory definition.

⁽⁴⁾ Includes mainly EUR –1,385 million (2011: EUR –1,247 million) in participations (e.g. Kookmin, Bank of Beijing) and other equity investments, EUR 338 million (2011: EUR –355 million) for Real estate for own use and EUR 28 million (2011: EUR –441 million) for own credit risk. The Dutch banking regulator requires this deduction to be made from Tier 1 capital. This deduction is added back to Tier 2 capital.

⁽⁵⁾ Qualifying dated subordinated debt issued by ING Insurance at nominal value.

⁽⁶⁾ Capital measures exclude the difference between IFRS-EU and IFRS-IASB as capital measures are based on IFRS-EU as primary accounting basis for statutory and regulatory deductions.

⁽⁷⁾ Consists of EUR 8,132 million (2011: EUR 9,516 million) Tier 2 capital and no Tier 3 (2011: nil), offset by EUR 991 million (2011: EUR 1,014 million) of regulatory deductions.

⁽⁸⁾ An adjustment for the Dutch Financial supervision act. A ‘test-of-adequacy’ has to be included in the available capital measurement. The revaluation reserve debt securities and revaluation reserve crediting to life policyholders are not reversed out of the IGD capital definition.

REGULATORY REQUIREMENTS

ING BANK

Capital adequacy and the use of regulatory required capital are based on the guidelines developed by the Basel Committee on Banking Supervision (The Basel Committee) and the European Union Directives, as implemented by the Dutch Central Bank (DNB) for supervisory purposes. The minimum Tier 1 ratio is 4% and the minimum total capital ratio (known as the BIS ratio) is 8% of all risk-weighted assets.

Basel II

As of 2008 ING Bank publishes risk-weighted assets (RWA), Tier 1 and BIS capital and the accompanying capital ratios based on Basel II data only. In addition, ING publishes the minimum required capital level according to Basel II and according to the Basel I floor. As of 2009 the Basel I floor is based on 80% of Basel I RWA. The minimum requirements according to Basel II and Basel I are both compared to total BIS available capital according to Basel II.

F-220

Notes to the consolidated financial statements continued

EBA capital exercise

An additional capital exercise was proposed by the EBA and agreed by the Council on 26 October 2011. This exercise required banks to strengthen their capital positions by building up a temporary capital buffer against sovereign debt exposures to reflect current market prices. In addition, it required them to establish a buffer such that the Core Tier 1 capital ratio reaches a level of 9% by the end of June 2012, after the removal of the prudential filters on sovereign assets in the Available-for-Sale portfolio and prudent valuation of sovereign debt in the Held-to-Maturity and Loans and receivables portfolios, reflecting current market prices. ING Bank meets the 9% Core Tier 1 ratio requirement since September 2011.

Capital position of ING Bank

	2012			2011
Shareholders’ equity (parent)		31,823			30,156
Differences IFRS-IASB and IFRS-EU (1)		4,846			4,211
Minority interests (2)		959			817
Subordinated loans qualifying as Tier 1 capital (3)		6,774			6,850
Goodwill and intangibles deductible from Tier 1 (2)		–1,242			–1,390
Deductions Tier 1 (4)		–991			–1,014
Revaluation reserve (5)		–2,195			–1,008
Available capital – Tier 1		39,975			38,622
Supplementary capital – Tier 2 (6)		8,132			9,516
Available Tier 3 funds
Deductions (3)		–991			–1,014
BIS capital		47,116			47,124
Risk-weighted assets		278,656			330,421
Core Tier 1 ratio		11.91	%		9.62	%
Tier 1 ratio		14.35	%		11.69	%
BIS ratio		16.91	%		14.26	%
Required capital based on Basel I floor (7)		28,767			31,107
BIS ratio based on Basel I floor (7)		13.10	%		12.12	%

⁽¹⁾ Capital measures exclude the difference between IFRS-EU and IFRS-IASB as capital measures are based on IFRS-EU as primary accounting basis for statutory and regulatory deductions.

⁽²⁾ According to the regulatory definition.

⁽³⁾ Subordinated loans qualifying as Tier 1 capital have been placed by ING Groep N.V. with ING Bank N.V.

⁽⁴⁾ For further details, see the table below.

⁽⁵⁾ Includes revaluation debt securities, revaluation reserve cash flow hedge and the revaluation reserves excluded from Tier 1 as described in ING’s Capital base table.

⁽⁶⁾ Includes eligible lower Tier 2 loans and revaluation reserves equity and real estate revaluations removed from Tier 1 capital.

⁽⁷⁾ Using 80% of Basel I Risk-Weighted Assets.

Deductions Basel II

	2012		2011
– Shortfall provisions		1,335		1,445
– Tax on shortfall		–250		–300
Net shortfall provisions		1,085		1,145
Insurance entities >10%		28		24
Financial institutions >10%		868		854
Securitisation first loss		0		6
Total deductions Basel II		1,981		2,029
50% deductions Basel II		991		1,014

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Notes to the consolidated financial statements continued

ING INSURANCE

The table below shows the Insurance Group Directive position which represents the consolidated regulatory Solvency I position of ING Insurance business. The Insurance companies complied with their respective local regulatory requirements.

Capital position of ING Insurance

	2012			2011
Shareholders’ equity (parent)		27,299			23,475
Hybrids issued by ING Group (1)		2,438			2,604
Hybrids issued by ING Insurance (2)		476			1,726
Required regulatory adjustments		–6,891			–6,399
IGD capital		23,322			21,406
EU required capital base		9,523			9,515
IGD Solvency I ratio (3)		245	%		225	%

⁽¹⁾ Hybrids issued by ING Group at notional value.

⁽²⁾ Hybrids issued by ING Insurance at notional value capped at 25% of EU required capital.

⁽³⁾ The actual required regulatory adjustments for IGD capital and the EU required capital may be different from the estimate since the statutory results are not final until filed with the regulators.

ING Insurance continues to aim that all operating entities are adequately capitalised based on local regulatory and rating agency requirements and that on a consolidated basis, the financial leverage (hybrids, sub-debt and financial debt) of ING Insurance is appropriate relative to the capital base. The financial leverage decreased in 2012 mainly due to the divestment of the Insurance business in Malaysia.

Capital base and financial leverage of ING Insurance

	2012		2011
Shareholder’s equity (parent)		27,299		23,475
Revaluation reserve debt securities		–9,282		–4,379
Revaluation reserve crediting to life policyholders		5,673		3,492
Revaluation reserve cash flow hedge		–3,548		–2,883
Goodwill		–351		–786
Minority interests		217		62
Capital base		20,007		18,981
Group hybrid capital (1)		2,451		2,617
Insurance hybrid capital (2)		496		1,751
Total hybrids		2,947		4,368
External debt issued by ING Verzekeringen N.V.		694		2,855
External debt issued by US Holding companies		2,307		930
Other net financial debt (3)		2,767		1,686
Total financial debt		5,768		5,471

⁽¹⁾ Hybrids issued by ING Group at amortised cost value consistent with IFRS carrying value.

⁽²⁾ Hybrids issued by ING Insurance at amortised cost value consistent with IFRS carrying value.

⁽³⁾ Includes net internal borrowings from the operating subsidiaries, net of cash and current tax liability at the at the holding level and current tax liabilities of the holding companies, mainly ING Verzekeringen N.V. and US Insurance Holdings.

For ING Insurance in total, the capital base for financial leverage purposes is fully based on IFRS accounting, whereas the IGD capital is corrected for some regulatory adjustments. The table below provides a reconciliation.

Reconcilation between IGD capital and Capital base

	2012		2011
IGD Capital		23,322		21,406
Hybrids issued by ING Group		–2,438		–2,604
Hybrids issued by ING Insurance		–476		–1,726
Revaluation reserve debt securities		–9,282		–4,379
Revaluation reserve crediting to life policyholders		5,673		3,493
Required regulatory adjustments		3,208		2,791
Capital base		20,007		18,981

For ING Insurance EurAsia, Available Financial Resources (AFR) continues to be important, especially as an evolving proxy for the Own Funds derivation from our internal model under Solvency II. The following table presents the reconciliation from the 2011 AFR and EC for ING Insurance EurAsia as reported in the Annual Report 2011, to the comparable basis for ING Insurance EurAsia 2012. This reflects changes in scope and methodology. For the remainder of this paragraph AFR and EC on a comparable basis to 2012 are used.

F-222

Notes to the consolidated financial statements continued

AFR and EC 2011 reconcilation

Amounts in billion of euros	AFR		EC
As reported for ING Insurance EurAsia in 2011 (1)		17.3		10.3
Difference compared to the 2011 risk paragraph		—		–0.2
Exclude ING Insurance Asia Pacific discontinued business		–6.9		–3.8
ING Insurance EurAsia excluding discontinued business		10.4		6.5
Change in models and methodology		—		–0.9
ING Insurance EurAsia 2011 excluding discontinued business, on a basis comparable to 2012		10.4		5.6

⁽¹⁾ EC as reported in the Risk Management chapter of the 2011 Annual Report.

The exclusion of ING Insurance Asia Pacific entities relates to all business units in Asia Pacific, ING’s Insurance and investment management businesses and the reinsured Japan VA guarantees to ING Re (Netherlands) N.V. that have been classified as discontinued operations and that were considered in last year’s AFR and EC amounts. Reference is made to Note 26 ‘Discontinued operations’.

Economic Capital position, based on a 99.5% confidence interval

Amounts in billion of euros	2012			2011
AFR		9.6			10.4
EC		5.9			5.6
Excess AFR over EC		3.7			5.8
AFR-EC ratio		163	%		186	%

The AFR-EC ratio for ING Insurance EurAsia decreased in 2012 as a result of higher EC and lower AFR. EC for ING Insurance EurAsia increased in 2012 primarily due to increases in insurance and business risk, partly offset by de-risking activities in the Benelux and overall lower market valuation leading to lower EC. Credit default risk decreased due to a methodology change and was offset by a lower diversification of this risk with other risk categories. AFR for ING Insurance EurAsia decreased in 2012 mainly due to market impacts (mainly credit and illiquidity spread changes on assets and liabilities), holding company interest, offset by the proceeds received for the divestment of Insurance Malaysia and capital injections from ING Verzekeringen N.V..

For the capital adequacy assessment of ING Insurance’s US domiciled regulated insurance business, available capital is measured under US statutory accounting principles and required capital is measured under the US Regulatory Risk Based Capital (RBC) methodology as prescribed by the National Association of Insurance Commissioners (NAIC). For ING’s US domiciled regulated insurance business, the consolidated RBC ratio (available capital/required capital) is estimated to be approximately 526% at 31 December 2012. The actual US consolidated RBC ratio may be different from the estimate since the statutory results are not final until filed with the regulators. For ING Insurance’s US domiciled regulated insurance business, the RBC ratio was 488% at the end of 2011.

ING GROUP

The debt/equity ratio of ING Group as at 31 December 2012 was 11.10% (2011: 12.71%).

ING Group reports to the Dutch Central Bank as required under the Dutch implementation of the financial conglomerates directive (FICO). The directive mainly covers risk concentrations in the group, intra-group transactions and an assessment of the capital adequacy of the Group.

In the following table, we show the Group’s FICO ratio on the following basis:

• Insurance required capital from applying European Solvency I rules to all ING Insurance entities globally (regardless of local capital requirements);

• Bank required capital based on applying Basel II with the Basel I floor (80% of Basel I Risk Weighted Assets);

• Group FICO capital using an approach similar to that used for Bank BIS capital and Insurance IGD capital whereby Group leverage is deducted.

Regulatory capital adequacy ING Group

	2012			2011
BIS capital		47,116			47,123
IGD capital		23,322			21,406
Group leverage (core debt)		–7,100			–7,917
Regulatory capital		63,339			60,612
Required capital banking operations		28,774			31,107
Required capital insurance operations		9,523			9,515
Total required capital		38,296			40,622
FICO ratio		165	%		149	%

F-223

Notes to the consolidated financial statements continued

Capital adequacy and ratios

Quantitative disclosures on capital measurements and ratios

	Group						Bank						Insurance
	2012			2011			2012			2011			2012			2011
Core Tier 1 ratio (Bank)
Year-end actual Tier 1 ratio								11.91	%		9.62	%
Regulatory minimum Tier 1 ratio								2.00	%		2.00	%
Target minimum Tier 1 ratio								10.00	%		10.00	%
Tier 1 ratio (Bank)
Year-end actual Tier 1 ratio								14.35	%		11.69	%
Regulatory minimum Tier 1 ratio								4.00	%		4.00	%
Target minimum Tier 1 ratio								10.00	%		10.00	%
BIS ratio (Bank)
Year-end actual BIS ratio								16.91	%		14.26	%
Regulatory minimum BIS ratio								8.00	%		8.00	%
Target minimum BIS ratio								10.00	%		10.00	%
Insurance Groups Directive
Year-end actual Capital coverage ratio														245	%		225	%
Required capital														100	%		100	%
Target ratio														150	%		150	%
Debt/Equity ratio (Group)
Debt/Equity ratio		11.10	%		12.71	%
Target maximum Debt/Equity ratio		15.00	%		15.00	%

The Tier 1 ratio and the BIS ratio are regulatory requirements. Internally ING manages on the Core Tier 1 ratio, for which the target was raised from 8.0% to 8.5% in 2011 and to 10% in 2012. The actual ratios were 9.62% at the end of 2011 and 11.91% at the end of 2012. As investor focus has shifted from BIS capital to CT1 capital, ING expects the BIS ratio to lose its meaning.

Main credit ratings of ING at 31 December 2012

	Standard & Poor’s			Moody’s			Fitch
	rating		outlook	rating		outlook	rating		outlook
ING Groep N.V.
– long-term		A	negative		A3	negative		A	stable
ING Bank N.V.
– short-term		A–1			P–1			F1+
– long-term		A+	negative		A2	negative		A+	stable
– financial strength					C–
ING Verzekeringen N.V.
– short-term		A–2			P–2			F2
– long-term		A–	negative		Baa2	developing		A–	negative

ING’s key credit ratings and outlook are shown in the table above. Each of these ratings reflects only the view of the applicable rating agency at the time the rating was issued, and any explanation of the significance of a rating may be obtained only from the rating agency.

A security rating is not a recommendation to buy, sell or hold securities and each rating should be evaluated independently of any other rating. There is no assurance that any credit rating will remain in effect for any given period of time or that a rating will not be lowered, suspended or withdrawn entirely by the rating agency if, in the rating agency’s judgment, circumstances so warrant. ING accepts no responsibility for the accuracy or reliability of the ratings.

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Notes to the consolidated financial statements continued

AUTHORISATION OF ANNUAL ACCOUNTS

Amsterdam, 18 March 2013

THE SUPERVISORY BOARD

J. van der Veer, chairman

P.A.F.W. Elverding, vice-chairman

J.P. Bahlmann

H.W. Breukink

J.H. Holsboer

S. van Keulen

P.C. Klaver

J.Ch.L. Kuiper

R.W.P. Reibestein

Y.C.M.T. van Rooy

L.A.C.P. Vandewalle

L.J. de Waal

THE EXECUTIVE BOARD

J.H.M. Hommen, CEO and chairman

P.G. Flynn, CFO

W.F. Nagel, CRO

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Notes to the consolidated financial statements continued

2.3. SUPPLEMENTAL INFORMATION

The following financial information presents the balance sheets for the years ended 31 December 2012 and 2011, and the profit and loss accounts and statements of cash flows for the years ended 31 December 2012, 2011 and 2010 of (i) ING Groep N.V. (parent company only), (ii) subsidiaries, (iii) the eliminations necessary to arrive at the information for ING on a consolidated basis and (iv) the total for ING Group. The principles of determination of results stated in connection with the profit and loss account are also applicable to the ING Groep N.V. parent only column. Investments in group companies and investments in associates are initially recognised at cost and subsequently accounted for by the equity method of accounting.

2.3.1 CONSOLIDATING BALANCE SHEET

For the year ended 31 December 2012	ING Group N.V. parent company		Subsidiaries		Consolidating entries		ING Group consolidated
ASSETS
Cash and balances with central banks		9		17,657		–9		17,657
Amounts due from banks				39,053				39,053
Financial assets at fair value through profit and loss
– trading assets				114,895				114,895
– investments for risk of policyholders				98,765				98,765
– non-trading derivatives				13,951				13,951
– designated as at fair value through profit and loss				4,760				4,760
Investments
– available-for-sale				193,584				193,584
– held-to-maturity				6,545				6,545
Loans and advances to customers				556,900				556,900
Reinsurance contracts				5,290				5,290
Investments in associates		71,490		2,203		–71,490		2,203
Real estate investments				1,288				1,288
Property and equipment				2,674				2,674
Intangible assets				2,639				2,639
Deferred acquisition costs				4,549				4,549
Assets held for sale				68,472				68,472
Other assets		395		28,508				28,903
Total assets		71,894		1,161,733		–71,499		1,162,128
EQUITY
Shareholders’ equity (parent)		49,511		59,271		–59,271		49,511
Non-voting equity securities		2,250						2,250
		51,761		59,271		–59,271		51,761
Minority interests				1,081				1,081
Total equity		51,761		60,352		–59,271		52,842
LIABILITIES
Subordinated loans		9,923				–1,137		8,786
Debt securities in issue		6,837		136,599				143,436
Other borrowed funds		2,250		24,671		–10,198		16,723
Insurance and investment contracts				229,950				229,950
Amounts due to banks				38,704				38,704
Customer deposits and other funds on deposit				455,494		–491		455,003
Financial liabilities at fair value through profit and loss
– trading liabilities				83,652				83,652
– non-trading derivatives		122		18,752		–122		18,752
– designated as at fair value through profit and loss				13,399				13,399
Liabilities held for sale				69,895				69,895
Other liabilities		1,001		30,265		–280		30,986
Total liabilities		20,133		1,101,381		–12,228		1,109,286
Total equity and liabilities		71,894		1,161,733		–71,499		1,162,128

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Notes to the consolidated financial statements continued

For the year ended 31 December 2011	ING Group N.V. parent company		Subsidiaries		Consolidating entries		ING Group consolidated
ASSETS
Cash and balances with central banks		–1,400		31,194		1,400		31,194
Amounts due from banks				45,323				45,323
Financial assets at fair value through profit and loss
– trading assets				123,688				123,688
– investments for risk of policyholders				116,438				116,438
– non-trading derivatives				17,159				17,159
– designated as at fair value through profit and loss				5,437				5,437
Investments
– available-for-sale				208,539				208,539
– held-to-maturity				8,868				8,868
Loans and advances to customers				596,877				596,877
Reinsurance contracts				5,870				5,870
Investments in associates		65,853		2,370		–65,853		2,370
Real estate investments				1,670				1,670
Property and equipment				2,886				2,886
Intangible assets				3,558				3,558
Deferred acquisition costs				10,204				10,204
Assets held for sale				62,483				62,483
Other assets		488		30,528				31,016
Total assets		64,941		1,273,092		–64,453		1,273,580
EQUITY
Shareholders’ equity (parent)		42,452		53,733		–53,733		42,452
Non-voting equity securities		3,000						3,000
		45,452		53,733		–53,733		45,452
Minority interests				777				777
Total equity		45,452		54,510		–53,733		46,229
LIABILITIES
Subordinated loans		10,017				–1,159		8,858
Debt securities in issue		5,500		134,361				139,861
Other borrowed funds		2,716		26,081		–9,113		19,684
Insurance and investment contracts				278,833				278,833
Amounts due to banks				72,233				72,233
Customer deposits and other funds on deposit				466,647		900		467,547
Financial liabilities at fair value through profit and loss
– trading liabilities				107,682				107,682
– non-trading derivatives		153		22,165		–153		22,165
– designated as at fair value through profit and loss				13,021				13,021
Liabilities held for sale				64,265				64,265
Other liabilities		1,103		33,294		–1,195		33,202
Total liabilities		19,489		1,218,582		–10,720		1,227,351
Total equity and liabilities		64,941		1,273,092		–64,453		1,273,580

F-227

Notes to the consolidated financial statements continued

2.3.2. CONSOLIDATED PROFIT AND LOSS ACCOUNT

For the year ended 31 December 2012	ING Group N.V. parent company		Subsidiaries		Consolidating entries		ING Group consolidated
CONTINUING OPERATIONS
Income
Interest income banking operations				60,002				60,002
Interest expense banking operations				–48,119				–48,119
Interest result banking operations				11,883				11,883
Gross premium income				20,277				20,277
Investment income				7,335				7,335
Result on disposals of group companies				1,604				1,604
Gross commission income				5,116				5,116
Commission expense				–1,578				–1,578
Commission income				3,538				3,538
Valuation results on non-trading derivatives				–3,775				–3,775
Net trading income				1,202				1,202
Share of result from associates		3,463		54		–3,463		54
Other income		–273		–57				–330
Total income		3,190		42,061		–3,463		41,788
Expenses
Gross underwriting expenditure				35,711				35,711
Investment result for risk of policyholders				–11,246				–11,246
Reinsurance recoveries				–1,833				–1,833
Underwriting expenditure				22,632				22,632
Addition to loan loss provisions				2,125				2,125
Intangible amortisation and other impairments				281				281
Staff expenses				6,803				6,803
Other interest expenses				326				326
Other operating expenses				6,581				6,581
Total expenses				38,748				38,748
Result before tax from continuing operations		3,190		3,313		–3,463		3,040
Taxation		–69		647				578
Net result from continuing operations		3,259		2,666		–3,463		2,462
DISCONTINUED OPERATIONS
Net result from discontinued operations				548				548
Net result from classification as discontinued operations				–394				–394
Net result from disposal of discontinued operations				752				752
Total net result from discontinued operations				906				906
Net result from continuing and discontinued operations (before minority interests)		3,259		3,572		–3,463		3,368
Net result from continuing and discontinued operations attributable to:
Equityholders of the parent								3,259
Minority interests								109
								3,368
Net result from continuing operations attributable to:
Equityholders of the parent								2,351
Minority interests								111
								2,462
Total net result from discontinued operations attributable to:
Equityholders of the parent								908
Minority interests								–2
								906

F-228

Notes to the consolidated financial statements continued

For the year ended 31 December 2011	ING Group N.V. parent company		Subsidiaries		Consolidating entries		ING Group consolidated
CONTINUING OPERATIONS
Income
Interest income banking operations				64,649				64,649
Interest expense banking operations				–51,200				–51,200
Interest result banking operations				13,449				13,449
Gross premium income				20,279				20,279
Investment income				5,329				5,329
Result on disposals of group companies				801				801
Gross commission income				5,830				5,830
Commission expense				–1,913				–1,913
Commission income				3,917				3,917
Valuation results on non-trading derivatives				–382				–382
Net trading income				377				377
Share of result from associates		4,300		221		–4,300		221
Other income		617		701				1,318
Total income		4,917		44,692		–4,300		45,309
Expenses
Gross underwriting expenditure				27,321				27,321
Investment result for risk of policyholders				186				186
Reinsurance recoveries				–1,760				–1,760
Underwriting expenditure				25,747				25,747
Addition to loan loss provisions				1,670				1,670
Intangible amortisation and other impairments				369				369
Staff expenses				7,220				7,220
Other interest expenses				149				149
Other operating expenses				6,116				6,116
Total expenses				41,271				41,271
Result before tax from continuing operations		4,917		3,421		–4,300		4,038
Taxation		177		713				890
Net result from continuing operations		4,740		2,708		–4,300		3,148
DISCONTINUED OPERATIONS
Net result from discontinued operations				684				684
Net result from disposal of discontinued operations				995				995
Total net result from discontinued operations				1,679				1,679
Net result from continuing and discontinued operations (before minority interests)		4,740		4,387		–4,300		4,827
Net result from continuing and discontinued operations attributable to:
Equityholders of the parent								4,740
Minority interests								87
								4,827
Net result from continuing operations attributable to:
Equityholders of the parent								3,067
Minority interests								81
								3,148
Total net result from discontinued operations attributable to:
Equityholders of the parent								1,673
Minority interests								6
								1,679

F-229

Notes to the consolidated financial statements continued

For the year ended 31 December 2010	ING Group N.V. parent company		Subsidiaries		Consolidating entries		ING Group consolidated
CONTINUING OPERATIONS
Income
Interest income banking operations				68,334				68,334
Interest expense banking operations				–55,011				–55,011
Interest result banking operations				13,323				13,323
Gross premium income				21,279				21,279
Investment income				5,887				5,887
Result on disposals of group companies				310				310
Gross commission income				5,682				5,682
Commission expense				–1,664				–1,664
Commission income				4,018				4,018
Valuation results on non-trading derivatives				–1,835				–1,835
Net trading income				955				955
Share of result from associates		2,561		313		–2,561		313
Other income		–263		851				588
Total income		2,298		45,101		–2,561		44,838
Expenses
Gross underwriting expenditure				37,419				37,419
Investment result for risk of policyholders				–10,120				–10,120
Reinsurance recoveries				–1,620				–1,620
Underwriting expenditure				25,679				25,679
Addition to loan loss provisions				1,751				1,751
Intangible amortisation and other impairments				1,060				1,060
Staff expenses				7,355				7,355
Other interest expenses				183				183
Other operating expenses				5,757				5,757
Total expenses				41,785				41,785
Result before tax from continuing operations		2,298		3,316		–2,561		3,053
Taxation		–69		1,063				994
Net result from continuing operations		2,367		2,253		–2,561		2,059
DISCONTINUED OPERATIONS
Net result from discontinued operations				414				414
Total net result from discontinued operations				414				414
Net result from continuing and discontinued operations (before minority interests)		2,367		2,667		–2,561		2,473
Net result from continuing and discontinued operations attributable to:
Equityholders of the parent								2,367
Minority interests								106
								2,473
Net result from continuing operations attributable to:
Equityholders of the parent								1,962
Minority interests								97
								2,059
Total net result from discontinued operations attributable to:
Equityholders of the parent								405
Minority interests								9
								414

F-230

Notes to the consolidated financial statements continued

2.3.3. CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 December 2012	ING Group N.V. parent company		Subsidiaries		Consolidating entries		ING Group consolidated
Result before tax		3,190		4,427		–3,463		4,154
Adjusted for:
– depreciation				777				777
– deferred acquisition costs and value of business acquired				–484				–484
– increase in provisions for insurance and investment contracts				–3,174				–3,174
– addition to loan loss provisions				2,125				2,125
– other		15		5,232				5,247
Taxation paid		220		–965				–745
Changes in:
– amounts due from banks, not available on demand				5,272				5,272
– trading assets				7,367				7,367
– non-trading derivatives		–2		–1,777				–1,779
– other financial assets at fair value through profit and loss				–2,417				–2,417
– loans and advances to customers		–1,189		1,387		1,189		1,387
– other assets		999		–598		–997		–596
– amounts due to banks, not payable on demand				–26,459				–26,459
– customer deposits and other funds on deposit				27,718				27,718
– trading liabilities				–24,031				–24,031
– other financial liabilities at fair value through profit and loss				–1,376				–1,376
– other liabilities		–4,276		–1,942		3,972		–2,246
Net cash flow from operating activities		–1,043		–8,918		701		–9,260
Investments and advances:
– associates				–26				–26
– available-for-sale investments				–143,681				–143,681
– real estate investments				–60				–60
– property and equipment				–423				–423
– investments for risk of policyholders				–67,986				–67,986
– other investments				–369				–369
Disposals and redemptions:
– group companies				–6,536				–6,536
– associates				92				92
– available-for-sale investments				137,418				137,418
– held-to-maturity investments				2,308				2,308
– real estate investments				290				290
– property and equipment				71				71
– investments for risk of policyholders				72,201				72,201
– loan portfolio				7,268				7,268
– other investments				9				9
Net cash flow from investing activities				576				576
Repayments of subordinated loans		–10						–10
Proceeds from borrowed funds and debt securities		3,417		330,825		–1,750		332,492
Repayments of borrowed funds and debt securities		–2,102		–332,813		1,750		–333,165
Repayment of non-voting equity securities		–750						–750
Repurchase premium		–375						–375
Payments to acquire treasury shares				–17				–17
Sales of treasury shares		147		13				160
Dividends paid		2,125		–2,125
Net cash flow from financing activities		2,452		–4,117				–1,665
Net cash flow		1,409		–12,459		701		–10,349
Cash and cash equivalents at beginning of year		–1,400		35,680				34,280
Effect of exchange rate changes on cash and cash equivalents				219				219
Cash and cash equivalents at end of year		9		23,440		701		24,150

F-231

Notes to the consolidated financial statements continued

For the year ended 31 December 2011	ING Group N.V. parent company		Subsidiaries		Consolidating entries		ING Group consolidated
Result before tax		4,917		4,967		–4,018		5,866
Adjusted for:
– depreciation				1,514				1,514
– deferred acquisition costs and value of business acquired				277				277
– increase in provisions for insurance and investment contracts				4,239				4,239
– addition to loan loss provisions				1,670				1,670
– other		–119		–1,378				–1,497
Taxation paid		–80		–1,273				–1,353
Changes in:
– amounts due from banks, not available on demand				7,188				7,188
– trading assets				1,754				1,754
– non-trading derivatives		9		1,988		–9		1,988
– other financial assets at fair value through profit and loss				474				474
– loans and advances to customers		563		–23,703		–563		–23,703
– other assets		–1,171		46		1,066		–59
– amounts due to banks, not payable on demand				–6,731				–6,731
– customer deposits and other funds on deposit				27,019				27,019
– trading liabilities				–369				–369
– other financial liabilities at fair value through profit and loss				–207				–207
– other liabilities		–4,385		–3,518		3,972		–3,931
Net cash flow from operating activities		–266		13,957		448		14,139
Investments and advances:
– group companies		3,000				–3,000
– associates				–140				–140
– available-for-sale investments				–223,544				–223,544
– real estate investments				–32				–32
– property and equipment				–499				–499
– assets subject to operating leases				–1,188				–1,188
– investments for risk of policyholders				–57,130				–57,130
– other investments				–340				–340
Disposals and redemptions:
– group companies				4,120				4,120
– associates				383				383
– available-for-sale investments				219,442				219,442
– held-to-maturity investments				2,370				2,370
– real estate investments				118				118
– property and equipment				67				67
– assets subject to operating leases				43				43
– investments for risk of policyholders				61,898				61,898
– loan portfolio				927				927
– other investments				9				9
Net cash flow from investing activities		3,000		6,504		–3,000		6,504
Repayments of subordinated loans		–2,356						–2,356
Proceeds from borrowed funds and debt securities		3,859		427,272		–2,750		428,381
Repayments of borrowed funds and debt securities		–2,750		–428,247		1,000		–429,997
Repayment of non-voting equity securities		–2,000						–2,000
Repurchase premium		–1,000						–1,000
Sales of treasury shares		41						41
Dividends paid				–3,000		3,000
Net cash flow from financing activities		–4,206		–3,975		1,250		–6,931
Net cash flow		–1,472		16,486		–1,302		13,712
Cash and cash equivalents at beginning of year		72		20,768		–72		20,768
Effect of exchange rate changes on cash and cash equivalents				–200				–200
Cash and cash equivalents at end of year		–1,400		37,054		–1,374		34,280

F-232

Notes to the consolidated financial statements continued

For the year ended 31 December 2010	ING Group N.V. parent company		Subsidiaries		Consolidating entries		ING Group consolidated
Result before tax		2,427		–2,078		3,252		3,601
Adjusted for:
– depreciation				1,723				1,723
– deferred acquisition costs and value of business acquired				1,159				1,159
– increase in provisions for insurance and investment contracts				4,278				4,278
– addition to loan loss provisions				1,751				1,751
– other		–47		3,122				3,075
Taxation paid		140		–643				–503
Changes in:
– amounts due from banks, not available on demand				–4,333				–4,333
– trading assets				–14,782				–14,782
– non-trading derivatives		110		–1,590		–110		–1,590
– other financial assets at fair value through profit and loss				832				832
– loans and advances to customers		1,504		–16,331		–1,504		–16,331
– other assets		35		1,968				2,003
– amounts due to banks, not payable on demand				–9,831				–9,831
– customer deposits and other funds on deposit				21,202				21,202
– trading liabilities				9,804				9,804
– other financial liabilities at fair value through profit and loss				1				1
– other liabilities		–2,964		–811		–3,031		–6,806
Net cash flow from operating activities		1,205		–4,559		–1,393		–4,747
Investments and advances:
– group companies		–1,300		1,500		–200
– associates				–165				–165
– available-for-sale investments				–163,038				–163,038
– held-to-maturity investments				–141				–141
– real estate investments				–73				–73
– property and equipment				–527				–527
– assets subject to operating leases				–1,284				–1,284
– investments for risk of policyholders				–52,370				–52,370
– other investments				–372				–372
Disposals and redemptions:
– group companies				1,757				1,757
– associates				232				232
– available-for-sale investments				154,640				154,640
– held-to-maturity investments				2,620				2,620
– real estate investments				295				295
– property and equipment				96				96
– assets subject to operating leases				53				53
– investments for risk of policyholders				54,817				54,817
– loan portfolio				105				105
– other investments				6				6
Net cash flow from investing activities		–1,300		–1,849		–200		–3,349
Repayments of borrowed funds and debt securities				412,804				412,804
Repayment of non-voting equity securities				–406,624		1,504		–405,120
Repurchase premium				–136				–136
Sales of treasury shares		–16		108				92
Dividends paid				–200		200
Net cash flow from financing activities		–16		5,952		1,704		7,640
Net cash flow		–111		–456		111		–456
Cash and cash equivalents at beginning of year		183		20,959		–183		20,959
Effect of exchange rate changes on cash and cash equivalents				265				265
Cash and cash equivalents at end of year		72		20,768		–72		20,768

F-233

Notes to the consolidated financial statements continued

2.3.4. NOTES TO THE SUPPLEMENTAL INFORMATION

Investments in wholly owned subsidiaries

Investments in wholly owned subsidiaries

	Ownership (%)		Balance sheet value		Ownership (%)		Balance sheet value
			2012				2011
ING Bank N.V.		100		31,813		100		30,134
ING Insurance Topholding N.V.		100		27,281		100		23,465
Other				177				139
				59,271				53,738

Other includes certain intercompany eliminations between ING Bank N.V. and ING Insurance Topholding N.V.

Investments in wholly owned subsidiaries

	2012		2011
Opening balance		53,738		51,409
Revaluations		4,190		1,022
Result of group companies		3,463		4,311
Dividend		–2,125		–3,000
		59,266		53,742
Changes in ING Groep N.V. shares held by group companies		5		–4
Closing balance		59,271		53,738
Receivables from group companies		12,228		10,716
Total		71,499		64,454

Subordinated loans

Subordinated loans

			Balance sheet value
Interest rate	Year of issue	Due date	2012		2011
9.000%	2008	Perpetual		10		10
8.500%	2008	Perpetual		1,508		1,527
8.000%	2008	Perpetual		1,502		1,500
7.375%	2007	Perpetual		1,137		1,176
6.375%	2007	Perpetual		792		804
5.140%	2006	Perpetual		81		79
5.775%	2005	Perpetual		288		292
6.125%	2005	Perpetual		529		533
4.176%	2005	Perpetual		168		168
Variable	2004	Perpetual		558		527
6.200%	2003	Perpetual		369		376
Variable	2003	Perpetual		427		424
7.200%	2002	Perpetual		820		839
7.050%	2002	Perpetual		597		603
Variable	2000	31 December 2030		1,137		1,159
				9,923		10,017

EUR 6,748 million (2011: EUR 6,593 million) of these loans has been subsequently provided as subordinated loans by ING Groep N.V. to ING Bank N.V. under the same conditions as the original bonds.

EUR 2,424 million (2011: EUR 2,658 million) of these loans has been subsequently provided as subordinated loans by ING Groep N.V. to ING Verzekeringen N.V. under the same conditions as the original bonds.

F-234

Notes to the consolidated financial statements continued

Other liabilities

Debenture loans

			Balance sheet value
Interest rate	Year of issue	Due date	2012		2011
Variable	2012	18 September 2013		726
4.000%	2012	18 September 2013		585
4.125%	2011	23 March 2015		666		653
5.625%	2008	3 September 2013		1,033		1,053
4.699%	2007	1 June 2035		118		117
4.750%	2007	31 May 2017		1,964		1,932
Variable	2006	11 April 2016		998		998
4.125%	2006	11 April 2016		747		747
				6,837		5,500

The number of debentures held by group companies as at 31 December 2012 is 57,860 with a balance sheet value of EUR 8 million (2011: 369,160 with a balance sheet value of EUR 35 million).

Amounts owed to group companies by remaining term

	2012		2011
Within 1 year		2,250		2,216
More than 1 year but less than 5 years				500
		2,250		2,716

Derivatives from group companies by remaining term

	2012		2011
Within 1 year		1		28
More than 1 year but less than 5 years		121		125
		122		153

F-235

Financial glossary

ACTUARIAL AND UNDERWRITING RISK

These risks (mortality, longevity, morbidity, adverse motor or home claims, etc.), result from the pricing and acceptance of insurance contracts. Actuarial risk is the risk that premium levels and provisions in respect of insurance risk may turn out to be (no longer) correct. Underwriting risk is the risk that an issuer will receive a claim under an insurance policy it issues/underwrites. Maximum underwriting exposures are limited through exclusions, cover limits and reinsurance.

ADVANCED MEASUREMENT APPROACH (AMA)

The risk methodology to calculate the regulatory Operational Risk capital.

ALT-A RESIDENTIAL MORTGAGE BACKED SECURITY (ALT-A RMBS)

A type of United States residential mortgage which is considered riskier than ‘prime’ and less risky than ‘sub-prime’ mortgages. Parameters generally taken into account are borrower credit scores, residential property values and loan-to-value ratios. Alt-A mortgages are further characterised by a limited degree of income and/or asset verification.

AMORTISED COST

The amount at which the financial asset or liability is measured at initial recognition less principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, and minus any reduction for impairment or uncollectability.

ASSET AND LIABILITY COMMITTEE (ALCO)

Manages the balance sheet of ING, especially with regard to strategic non-trading risk. These risks comprise interest rate exposures, equity risk, real estate risk, liquidity, solvency and foreign exchange risk and fluctuations.

ASSET LIABILITY MANAGEMENT (ALM)

The practice of managing a business such that decisions on assets and liabilities are coordinated. It involves the ongoing process of formulating, implementing, monitoring and revising strategies related to assets and liabilities.

ASSET BACKED COMMERCIAL PAPER (ABCP)

Commercial paper that is collateralised by other financial assets.

ASSET BACKED SECURITIES (ABS)

A type of bond or note that is based on pools of assets, or collateralised by the cash flows from a specified pool of underlying assets.

ASSOCIATE

An entity over which the Group has significant influence, generally accompanying a shareholding of between 20% and 50% of the voting rights, and that is not a subsidiary not a joint venture.

AVAILABLE FINANCIAL RESOURCES (AFR)

The available financial resources equal the market value of assets minus market value of liabilities, excluding hybrids issued by ING Group which is counted as capital. ING’s policy is that the available financial resources should exceed economic capital for Bank, Insurance and Group.

AVAILABLE-FOR-SALE FINANCIAL ASSETS

Those non-derivative financial assets that are designated as available-for-sale or are not classified as:

• loans and receivables;

• held-to-maturity investments; or

• financial assets at fair value through profit and loss.

BASEL I

Regulatory requirements issued by the Basel Committee on Banking Supervision for the solvency calculation, which are superseded by Basel II, for ING, from 2008 onwards.

BASEL II

Regulatory requirements issued by the Basel Committee on Banking Supervision for the solvency calculation, which, for ING, apply from 2008 onwards. Basel II is an international standard for calculating the required capital based on internal models that take into account the financial and operational risks.

BASEL III

Regulatory requirements issued by the Basel Committee on Banking Supervision for the solvency calculation and liquidity requirements, which will supersede Basel II. We expect these requirements to start to apply as of 1 January 2014 in Europe, with the full requirements being effective as of 1 January 2018.

BASIS POINT VALUE (BPV)

The change in the Net Present Value of a cash flow or a pool of cash flows due to a one basis point change of the yield curve.

BASIS RISK

This risk arises from an imperfect correlation in the adjustment of the rates earned and paid on different financial instruments. Examples of products in which these risks are inherent are demand deposits, saving accounts and mortgages with prepayment options.

BIS

An international organisation which fosters international monetary and financial co-operation and serves as a bank for central banks. BIS has set a minimum for the solvency ratio reflecting the relationship between capital and risk weighted assets. The ratio should be at least 8%.

BUSINESS RISK

The exposure to value loss due to fluctuations in volumes, margins and costs. These fluctuations can occur because of internal, industry, or wider market factors. It is the risk inherent to strategy decisions and internal efficiency.

CERTIFICATES OF DEPOSIT

Short-term negotiable bearer debt instruments issued by banks.

CLAIM

A demand for payment of a policy benefit because of the occurrence of an insured event, such as the death or disability of the insured or the maturity of an endowment, the incurrence of hospital or medical bills, the destruction or damage of property and related deaths or injuries, defects in, liens on, or challenges to the title to real estate, or the occurrence of a surety loss.

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Financial glossary continued

CLAIMS RATIO

Claims, including claims handling expenses, expressed as a percentage of net earned premiums.

COLLATERALISED DEBT OBLIGATION (CDO)

A type of asset-backed security which provides investors exposure to the credit risk of a pool of fixed income assets.

COLLATERALISED LOAN OBLIGATION (CLO)

A type of CDO which is backed primarily by leveraged bank loans.

COMBINED RATIO

The sum of the claims ratio and the cost ratio for a non-life insurance company or a reinsurance company. A combined ratio of more than 100% does not necessarily mean that there is a loss on non-life insurance policies, because the result also includes the allocated investment income.

COMMERCIAL PAPER

Promissory note (issued by financial institutions or large firms) with very-short to short maturity period (usually 2 to 30 days, and not more than 270 days), and unsecured.

COMPLIANCE RISK

Compliance risk is defined as the risk of damage to ING’s reputation as a result of failure or perceived failure to comply with relevant laws, regulations, internal policies and procedures or ethical standards.

CONCENTRATIONS OF CREDIT RISK

Concentrations of credit risk exist when changes in economic, industry or geographical factors similarly affect groups of counterparties whose aggregate exposure is material in relation to ING Group’s total exposure.

CONTINGENT LIABILITIES

Possible obligations that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity; or a present obligation that arises from past events but is not recognised because:

• it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or

• the amount of the obligation cannot be measured with sufficient reliability.

CONTROL

The power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

CONVERTIBLE DEBENTURES

Debentures with embedded options issued by corporations. The holder has the right to exchange a convertible debenture for equity in the issuing company at certain times in the future according to a certain exchange ratio. Very often, the conversion is callable. This means that it can be repurchased by the issuer at a certain price at certain times in the future. Once the debentures have been called, the holder can always choose to convert prior to repurchase.

CONVEXITY

The non-linear relationship between changes in the interest rates and changes in bond prices and their Net Present Value. It is a very important market risk measure for portfolios containing (embedded) options.

CORE DEBT

Investments in ING Group subsidiaries minus the equity of the holding company including hybrids.

CORE TIER-1 CAPITAL

Tier-1 capital excluding hybrid capital.

COST OF CAPITAL

The costs related to owning capital. These can be split into the cost of equity, hybrids and debt, taking a target leverage into account.

COST RATIO

Underwriting costs expressed as a percentage of premiums written.

COUNTRY RISK

The risk that a government will not fulfil its obligations or obstructs the remittance of funds by debtors, either for financial reasons (transfer risk) or for other reasons (e.g. political risk).

CREDIT INSTITUTIONS

All institutions that are subject to banking supervision by public authorities, including mortgage banks, capital market institutions, multilateral development banks and the International Monetary Fund (IMF).

CREDIT RISK

The risk of loss from default by borrowers (including bond issuers) or counterparties. Credit risks arise in ING’s lending, presettlement and investment activities, as well as in its trading activities. Credit risk management is supported by dedicated credit risk information systems and internal rating methodologies for debtors and counterparties.

DEFERRED TAX LIABILITIES

The amounts of income tax payable in future periods in respect of taxable temporary differences between carrying amounts of assets or liabilities in the balance sheet and tax base, based on tax rates that are expected to apply in the period when the assets are realised or the liabilities are settled.

DEFINED BENEFIT PLAN

Post-employment benefit plans other than defined contribution plans.

DEFINED CONTRIBUTION PLAN

Post-employment benefit plans under which an enterprise pays fixed contributions into a separate entity (a fund) and will have no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits relating to employee service in the current and prior periods.

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Financial glossary continued

DEPOSITARY RECEIPT

Depositary receipt for ordinary and preference shares, issued by the ING Trust Office, in exchange for ordinary and preference shares issued by ING Group.

DERIVATIVES

Financial instruments, which include forwards, futures, options and swaps, whose value is based on an underlying asset, index or reference rate.

DISCOUNTED BILLS

Bills that are sold under deduction of interest giving the owner the right to receive an amount of money on a given date.

DISCONTINUED OPERATIONS

When a group of assets that is classified as held for sale represents a major line of business or geographical area the disposal group classifies as discontinued operations.

DISCRETIONARY PARTICIPATION FEATURE

A contractual right to receive, as a supplement to guaranteed benefits, additional benefits that: are likely to be a significant portion of the total contractual benefits, whose amount or timing is contractually at the discretion of the insurer, that are contractually based on the performance of a specified pool or type of contract, (un)realised investment returns on a specified pool of assets held by the insurer, or the profit of the company, fund, or other entity that issues the contract.

EARNINGS SENSITIVITY (ES)

Measures the impact on earnings resulting from changes in economic and financial conditions over a one-year horizon.

ECONOMIC CAPITAL

The minimum amount of capital that is required to absorb unexpected losses in times of severe stress. Given ING Group’s A target rating, ING calculates economic capital requirements for ING Bank at a 99.95% level of confidence. This confidence level is derived from the historical default frequency of AA-rated companies (probability of default of 1 in 2000 years or 0.05%). For ING Insurance the economic capital is calculated based on a confidence level of 99.5%, which is aligned with the Solvency II.

EFFECTIVE INTEREST METHOD

A method of calculating the amortised cost of a financial asset or liability and of allocating the interest income or interest expense over the relevant period.

ELIMINATION

A process by which intercompany transactions are matched with each other and deducted, so that the assets, liabilities, income and expenses are not inflated.

EMPLOYEE BENEFITS

All forms of consideration given by a company in exchange for service rendered by (current and former) employees.

FAIR VALUE

The amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction.

FINANCE LEASE

A lease that transfers substantially all the risks and rewards associated with ownership of an asset to the lessee. Title may or may not eventually be transferred.

FINANCIAL ASSET

Any asset that is:

• cash;

• an equity instrument of another company;

• a contractual right to;

• receive cash or another financial asset from another company; or

• exchange financial instruments with another company under conditions that are potentially favourable; or

• certain contract that will or may be settled in ING’s own equity instruments.

FINANCIAL INSTRUMENTS

Contracts that give rise to both a financial asset for one company and a financial liability or equity instrument for another company.

FINANCIAL LIABILITY

Any liability that is a contractual obligation:

• to deliver cash or another financial asset to another company; or

• to exchange financial instruments with another company under conditions that are potentially unfavourable; or

• certain contracts that will or may be settled in ING’s own equity instruments.

FIRST CALL DATE

Perpetual subordinated loans have no set maturity. The first call date is the date on which ING has the option to repay and cancel the particular subordinated loan.

FORBEARANCE ACTIVITIES

Activities that are employed in order to maximise collection opportunities and, if possible, avoid default, foreclosure or repossession. Such arrangements include extended payment terms, a reduction in interest and/or principal repayments, approved external debt management plans, debt consolidations, the deferral of foreclosures and other modifications.

FOREIGN EXCHANGE RATE RISK

Probability of loss occurring from an adverse movement in foreign exchange rates.

FORWARD CONTRACTS

Commitments to exchange currencies or to buy or sell other financial instruments at specified future dates.

FUTURE CONTRACTS

Commitments to exchange currencies or to buy or sell other financial instruments at specified future dates. Exchanges act as intermediaries and require daily cash settlement and collateral deposits.

GROSS PREMIUMS WRITTEN

Total premiums (whether or not earned) for insurance contracts written or assumed during a specific period, without deduction for premiums ceded.

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Financial glossary continued

HELD FOR SALE

A business or group of assets for which the carrying amount will be recovered principally through a sale transaction rather than through continuing use. When a business or a group of assets are to be sold together in a single transaction, and the sale is considered to be highly probable, these are classified separately in the balance sheet as Assets held for sale. A sale is highly probable when management is demonstrably committed to the sale, which is expected to occur within one year from the date of classification as held for sale. Liabilities directly associated with those assets, and that are included in the transaction are included in the balance sheet as ‘liabilities held for sale’.

HELD-TO-MATURITY INVESTMENTS

Non-derivative financial assets with fixed or determinable payments and fixed maturity that ING Group has the positive intention and ability to hold to maturity other than:

a. those that ING Group upon initial recognition designates as at fair value through profit and loss;

b. those that ING Group designates as available-for-sale; and

c. those that meet the definition of loans and receivables.

HISTORICAL SIMULATION

A model to calculate Value at Risk, assuming that future changes in risk factors will have the same distribution as they had in the past taking into account the non-linear behaviour of financial products.

IMPAIRMENT LOSS

The amount by which the carrying amount of an asset exceeds its recoverable amount.

INTEREST BEARING INSTRUMENT

A financial asset or a liability for which a time-proportionate compensation is paid or received in relation to a notional amount.

INTERNAL RATE OF RETURN (IRR)

Internal rate of return is the discount rate at which the present value of distributable earnings from new business equals the investment in new business (i.e. the projected return on the investment in new business) is calculated.

INTEREST-RATE REBATES

Profit sharing for group life insurance business. A rebate granted to policyholders based on the discounted value of the difference between the interest rate used to calculate the premiums and the expected yield on investment. The profit sharing is granted by means of a premium discount related to the yield on government bonds.

INTEREST RATE RISK

Probability that the market interest rates will rise significantly higher than the interest rate earned on investments such as bonds, resulting in their lower market value.

IN THE MONEY

A call option is said to be in the money if the exercise price is lower than the price of the underlying value; a put option is said to be in the money if the exercise price is higher than the price of the underlying value.

INVESTMENT RISK

Investment risk is the credit default and risk rating migration risk that is associated with ING Group’s investments in bonds, commercial paper, securitisations, and other similar publicly traded securities. Investment risk arises when ING purchases a (synthetic) bond with the intent to hold the bond for a longer period of time (generally through maturity).

INVESTMENT PORTFOLIO

Comprises those assets which are intended for use on a continuing basis, and have been identified as such. These investments are held in order to cover the insurance provisions and to manage interest rate, capital and liquidity risks.

IRREVOCABLE FACILITIES

Mainly constitute unused portions of irrevocable credit facilities granted to corporate clients and commitments made to purchase securities to be issued by governments and private issuers.

IRREVOCABLE LETTERS OF CREDIT

Concerns an obligation on behalf of a client to pay an amount of money under submission of a specific document or to accept a bill of exchange, subject to certain conditions. An irrevocable letter of credit cannot be cancelled or adjusted by the bank that has granted it during the duration of the agreement unless all those concerned agree.

JOINT VENTURE

A contractual arrangement whereby two or more parties undertake an economic activity which is subject to joint control.

LEGAL RISK

Legal risk is the risk related to:

• a failure (or perceived failure) to adhere to applicable laws, regulations and standards;

• contractual liabilities or contractual obligations that are defaulted or cannot be enforced as intended, or are enforced in an unexpected or adverse way; and

• liability (tort) towards third parties due to an act or omission contributable to ING; (potentially) resulting in impairment of ING’s integrity, leading to damage to ING’s reputation, legal or regulatory sanctions, or financial loss.

LENDING RISK

Lending risk arises when ING Group grants a loan to a customer, or issues guarantees on behalf of a customer. This is the most common risk category, and includes term loans, mortgages, revolving credits, overdrafts, guarantees, letters of credit, etc. The risk is measured at the notional amount of the financial obligation that the customer has to repay to ING, excluding any accrued and unpaid interest, or discount/premium amortisations or impairments.

LIQUIDITY RISK

The risk that ING Group or one of its subsidiaries cannot meet its financial liabilities when they fall due, at reasonable costs and in a timely manner.

MARKET RISK

Market risk is the risk that movements in market variables, such as interest rates, equity prices, implied volatilities, foreign exchange rates, real estate prices negatively impact the earnings or market value.

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Financial glossary continued

MINORITY INTERESTS

The part of the profit and loss and net assets of a subsidiary attributable to an interest which is not owned, directly or indirectly, by the parent company.

MONETARY ASSETS AND LIABILITIES

Assets and liabilities which are fixed in terms of units of currency by contract or otherwise. Examples are cash, short or long-term accounts, notes receivable in cash and notes payable in cash.

MONEY MARKET RISK

Money market risk arises when ING Group places short term deposits with a counterparty in order to manage excess liquidity, as such, money market deposits tend to be short term in nature (1-7 days is common). In the event of a counterparty default, ING Group may lose the deposit placed. Money market risk is therefore measured simply as the notional value of the deposit, excluding any accrued and unpaid interest or the effect of any impairment.

MONOLINER

A financial company that deals specifically with one particular branch of the financial industry.

MONTE CARLO SIMULATION

A model to calculate Value at Risk, assuming that changes in risk factors are (jointly) normally distributed taking into account nonlinear behaviour of financial products.

MORTGAGE BACKED SECURITIES (MBS)

A security whose cash flows are backed by typically the principal and/ or interest payments of a pool of mortgages.

NEW SALES

New sales of life insurance, measured as Annual Premium Equivalent (APE), have been defined as the total of annual premiums and 10% of single premiums received on production in a given period.

NET ASSET VALUE

Used in the equity method of accounting. The initial net asset value of the investment is determined by the fair value of the assets and liabilities of the investee. After the initial valuation of assets and liabilities of the investee at fair value, the assets and liabilities of the investee are valued in accordance with the accounting policies of the investor. The profit and loss account reflects the investor’s share in the results of operations of the investee.

NET PREMIUMS WRITTEN

Gross premiums written for a given period less premiums ceded to retrocessionaires during the given period.

NET PRESENT VALUE AT RISK (NPV-AT-RISK)

Establishes what the value of future cash flows is in terms of today’s monetary value. NPV-at-Risk establishes the change in value of future cash flows as a result of interest rate changes in terms of today’s monetary value.

NON-VOTING EQUITY SECURITIES

Core Tier 1 securities issued to the Dutch State in November 2008 for a total consideration of EUR 10 billion. In December 2009 EUR 5 billion, in May 2011 EUR 2 billion and in November 2012 EUR 750 million was paid back to the Dutch State. This capital injection qualifies as core Tier 1 capital for regulatory purposes.

NOTIONAL AMOUNTS

Represent units of account which, in respect of derivatives, reflect the relationship with the underlying assets. They do not reflect, however, the credit risks assumed by entering into derivative transactions.

OPERATING LEASE

A lease other than a finance lease.

OPERATING RESULT

Operating result is a measure to analyse the Insurance Underlying result. It is the underlying result before tax excluding realised gains/ losses and impairments on debt and equity securities, revaluations and market and other impacts.

OPERATIONAL RISK

The risk of a direct or indirect loss resulting from inadequate or failed internal processes, people and systems or from external events.

OPTION CONTRACTS

Give the purchaser, for a premium, the right, but not the obligation, to buy or sell within a limited period of time a financial instrument or currency at a contracted price that may also be settled in cash. Written options are subject to market risk, but not to credit risk since the counterparties have already performed in accordance with the terms of the contract by paying a cash premium up front.

ORDINARY SHARE

An equity instrument that is subordinate to all other classes of equity instruments. Ordinary shares participate in the net profit for the financial year after other types of shares such as preference shares.

OUT OF THE MONEY

A call option is said to be out of the money if the exercise price is higher than the price of the underlying value; a put option is said to be out of the money if the exercise price is lower than the price of the underlying value.

OVER-THE-COUNTER INSTRUMENT

A non-standardised financial instrument not traded on a stock exchange but directly between market participants.

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Financial glossary continued

PLAN ASSETS

Comprise assets held by a long-term employee benefit fund and qualifying insurance policies. Assets held by a long-term employee benefit fund are assets (other than non-transferable financial instruments issued by the reporting enterprise) that:

• are held by an entity (a fund) that is legally separate from the reporting enterprise and exists solely to pay or fund employee benefits; and

• are available to be used only to pay or fund employee benefits, are not available to the reporting enterprise’s own creditors (even in bankruptcy), and cannot be returned to the reporting enterprise, unless either the remaining assets of the fund are sufficient to meet all the related employee benefit obligations of the plan or the reporting enterprise or the assets are returned to the reporting enterprise to reimburse it for employee benefits already paid.

A qualifying insurance policy is an insurance policy issued by an insurer that is not a related party of the reporting enterprise, if the proceeds of the policy:

• can be used only to pay or fund employee benefits under a defined benefit plan; and

• are not available to the reporting enterprise’s own creditors (even in bankruptcy) and cannot be paid to the reporting enterprise, unless either the proceeds represent surplus assets that are not needed for the policy to meet all the related employee benefit obligations or the proceeds are returned to the reporting enterprise to reimburse it for employee benefits already paid.

POST-EMPLOYMENT BENEFIT PLANS

Formal or informal arrangements under which a company provides post-employment benefits for one or more employees. Post-employment benefits are employee benefits other than termination benefits and equity compensation benefits, which are payable after the completion of employment.

PREFERENCE SHARE

Similar to an ordinary share but carries certain preferential rights. These rights usually concern the guarantee of a fixed (cumulative) return to the shareholder or a guaranteed return on the investment.

PREMIUMS EARNED

The portion of net premiums written in current and past periods which applies to the expired portion of the policy period, calculated by subtracting movements in unearned premium reserves from net premiums.

PRE-SETTLEMENT RISK

Pre-settlement risk arises when a counterparty defaults on a transaction before settlement and ING Group has to replace the contract by a trade with another counterparty at the then prevailing (possibly unfavourable) market price. The pre-settlement risk (potential or expected risk) is the cost of ING Group replacing a trade in the market. This credit risk category is associated with dealing room products such as options, swaps, and securities financing transactions. Where there is a mutual exchange of value, the amount of outstanding is generally based on the replacement value (mark-to-market) plus potential future volatility concept, using an historical 7 year time horizon and a 99% confidence level.

PRIVATE LOAN

Loans to governments, other public bodies, public utilities, corporations, other institutions or individuals with a loan agreement as the only instrument of title.

PRIVATE PLACEMENT

A placement in which newly issued shares or debentures come into possession of a limited group of subscribers who are prepared to buy the new securities.

PROJECTED UNIT CREDIT METHOD

An actuarial valuation method that considers each period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately to build up the final obligation.

QUALIFYING ASSET (WITHIN THE MEANING OF BORROWING COSTS)

An asset that necessarily takes a substantial period of time to get ready for its intended use or sale.

RECOGNITION

The process of incorporating in the balance sheet or profit and loss account an item that meets the definition of an element and satisfies the following criteria for recognition:

• it is probable that any future economic benefit associated with the item will flow to or from the enterprise; and

• the item has a cost or value that can be measured reliably.

RECOVERABLE AMOUNT

The higher of an asset’s net selling price and its value in use.

REDEMPTION VALUE

With respect to investments in fixed-interest securities, the amount payable on the maturity date.

REINSURANCE

The practice whereby one party, called the reinsurer, in consideration for a premium paid to him, agrees to indemnify another party, called the reinsured or ceding company, for part or all of the liability assumed by the reinsured under a contract or contracts of insurance which the reinsured has issued. The reinsured may also be referred to as the original or primary insurer, the direct writing company, or the ceding company.

RETURN ON EQUITY (ROE)

The return on equity is the net result as percentage of the average equity.

RISK-WEIGHTED ASSETS (‘RWA’ UNDER BASEL I)

Assets which are weighted for credit risk according to a formula used by the Dutch central bank (De Nederlandsche Bank), which conforms to the capital adequacy guidelines of the BIS (Bank of International Settlements). On and off-balance-sheet items are weighted for risk, with off-balance-sheet items converted to balance-sheet equivalents (using credit-conversion factors) before being allocated a risk weight.

RISK-WEIGHTED ASSETS (‘RWA’ UNDER BASEL II)

Assets which are weighted for credit and market risk in accordance with the Basel II methodology. The risk-weighted assets are calculated using internal models approved by The Dutch central bank (De Nederlandsche Bank). Regulatory capital requirements for operational risk are calculated without use of risk-weighted assets.

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Financial glossary continued

SETTLEMENT RISK

Settlement risk arises when there is an exchange of value (funds, instruments or commodities) for the same or different value dates and receipt is not verified or expected until ING Group has paid or delivered its side of the trade. The risk is that ING Group delivers, but does not receive delivery from the counterparty.

SIGNIFICANT INFLUENCE

The power to participate in the financial and operating policy decisions of an entity, but not to have control over these policies. Significant influence may be gained by share ownership, statute or agreement.

SOLVENCY II

The fundamental reform of European insurance solvency and risk governance legislation.

SUB-PRIME MORTGAGES

Mortgage loans made to borrowers who cannot get a regular mortgage because they have a bad credit history or limited income.

SUBSIDIARY

An entity that is controlled by another entity.

SURRENDER

The termination of a life or retirement contract at the request of the policyholder after which the policyholder receives the cash surrender value, if any, on the contract.

SWAP CONTRACTS

Commitments to settle in cash at a specified future date, based on differentials between specified financial indices as applied to a notional principal amount. Generally, no cash is exchanged at the outset of the contract and no principal payments are made by either party.

TIER-1 CAPITAL

Tier-1 capital comprises paid up share capital, reserves excluding revaluation reserves, retained earnings, minority interests and hybrid capital. Where a reference is made to Basel III, we follow the definition of the Basel Committee on Banking Supervision, which means that revaluation reserves are included, but goodwill, intangibles, defined benefit pension fund assets and part of the deferred tax assets and minority interests are excluded.

TIER-1 RATIO

Reflecting the Tier 1 capital of ING Bank as a percentage of its total risk weighted assets. The minimum set by the Dutch central bank is 4%.

TIER-2 CAPITAL

Tier-2 capital, or supplementary capital, consists of mainly subordinated debt meeting the conditions set by the Basel Commission and is a constituent of ING Bank’s capital base. The Basel III accord sets tighter conditions which ING Bank’s current Tier-2 capital instruments do not meet. However these instruments will be grandfathered under the Basel III accord in descending degree over the years 2013-2022.

TRADING PORTFOLIO

Comprises those financial instruments which are held to obtain short-term transaction results, to facilitate transactions on behalf of clients or to hedge other positions in the trading portfolio.

TRANSFER RISK

Probability of loss due to currency conversion (exchange) restrictions imposed by a foreign government that make it impossible to move money out of the country.

TREASURY BILLS

Generally short-term debt certificates issued by a central government. Dutch Treasury Certificates are regarded as Dutch Treasury bills.

TREASURY SHARES

An entity’s own equity instruments, held by the entity or other members of the consolidated group.

UNDERLYING RESULT

Underlying result is a measure to evaluate the result of the segments. It is derived from the result in accordance with IFRS-EU by excluding the impact of divestments, discontinued operations and special items.

VALUE AT RISK (VAR)

Quantifies, with a one-sided confidence level of at least 99%, the maximum overnight loss in Net Present Value that could occur due to changes in risk factors (e.g. interest rates, foreign exchange rates, equity prices, credit spreads, implied volatilities) if positions remain unchanged for a time interval of one day.

VALUE IN USE

The present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life.

VARIANCE-COVARIANCE

A model to calculate Value at Risk, assuming that changes in risk factors are (jointly) normally distributed and that the change in portfolio value is linearly dependent on all risk factor changes.

WARRANT

A financial instrument that gives the holder the right to purchase ordinary shares.

WEIGHTED AVERAGE COST OF CAPITAL (WACC)

The weighted average cost of capital is used as the discount rate for calculating the present value of future cash flows.

F-242

Schedule I – Summary of investments other than investments in related parties

amounts in millions of euros, unless stated otherwise

Type of investment	Cost		Fair value		Amount at which shown in balance sheet
DEBT SECURITIES
Debt securities held to maturity		6,545		6,626		6,545
Debentures/available-for-sale:
– Dutch governments		13,819		15,118		15,118
– foreign governments		75,586		82,308		82,308
– public utilities		7,994		9,013		9,013
– asset-backed securities		12,641		12,989		16,351
– all other corporate bonds		62,466		66,449		66,449
SHARES AND CONVERTIBLE DEBENTURES
Ordinary shares
– public utilities		1		1		1
– banks, trusts and insurance companies		1,592		3,031		3,031
– industrial and all other		3,378		4,284		4,284
Preference shares		337		390		390
Total investments		184,359		200,209		203,490

F-243

Schedule III – Supplementary insurance information

amounts in millions of euros, unless stated otherwise

Segment	Deferred policy acquisition costs		Future policy benefits, losses, claims and loss expenses		Unearned premiums		Other policy and claims		Premium revenue		Net investment income (including other income and other expenses) allocated to underwriting accounts		Benefits, claims, losses and settlement expenses		Amortisation of DPAC (1)		Other operating expenses		Premiums written
2012
Life		4,513		213,980				7,236		16,902		5,622		18,914		1,051		3,866		16,902
Non-Life		36		3,179		265				1,715		319		1,180		15		786		1,694
Total		4,549		217,159		265		7,236		18,617		5,941		20,094		1,066		4,652		18,596
2011
Life		10,165		263,930				5,623		16,920		7,994		21,460		1,689		4,259		16,920
Non-Life		39		3,113		297				1,683		314		1,054		13		721		1,656
Total		10,204		267,043		297		5,623		18,603		8,308		22,514		1,702		4,980		18,576

⁽¹⁾ DPAC: Deferred policy acquisition costs

F-244

Schedule IV – Reinsurance

amounts in millions of euros, unless stated otherwise

	Gross amount		Ceded to other companies		Assumed from other companies		Net amount		Percentage of amount assumed to net
2012 Premiums
– Life		17,530		1,642		1,014		16,902		6.0	%
– Non-Life		1,709		40		24		1,693		1.4	%
Total		19,239		1,682		1,038		18,595		5.6	%
Life insurance in Force		830,161		130,915		8,275		707,521		1.2	%
2011 Premiums
– Life		17,553		1,664		1,031		16,920		6.1	%
– Non-Life		1,672		39		23		1,656		1.4	%
Total		19,225		1,703		1,054		18,576		5.7	%
Life insurance in Force		1,188,592		233,778		11,547		966,361		1.2	%
2010 Premiums
– Life		18,403		1,821		1,163		17,745		6.6	%
– Non-Life		1,690		61		23		1,652		1.4	%
Total		20,093		1,882		1,186		19,397		6.1	%
Life insurance in Force		1,210,461		274,082		14,981		951,360		1.6	%

F-245

Schedule VI – Supplemental information concerning non-life insurance operations

amounts in millions of euros, unless stated otherwise

Affiliation with the registrant	Deferred policy acquisition costs		Reserves for unpaid claims & claims adjusted expenses		Discount if any deducted in column C		Unearned premiums		Earned premiums		Net investment income (including other income and other expenses) allocated to non-life operations		Claims and claims adjustment expenses incurrent related to accident years				Amortisation of DPAC (1)		Paid claims & claims adjusted expenses		Premiums written
													Current		Prior
2012
Consolidated Non-Life entities		36		3,179		278		265		1,715		319		1,213		6		15		1,180		1,694
2011
Consolidated Non-Life entities		39		3,113		246		297		1,683		314		1,166		–31		13		1,064		1,694

⁽¹⁾ DPAC: Deferred policy acquisition costs

F-246