FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year ended December 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________________ to _________________
Commission file number 1-14642
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
ING Americas Savings Plan and ESOP
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ING Groep N.V.
Amstelveenseweg 500
1081 KL Amsterdam
The Netherlands
or
P.O. Box 810
1000 AV Amsterdam
The Netherlands
ING Americas Savings Plan and ESOP
Contents of Audited Financial Statements and Supplemental Schedule
I. The following financial statements and supplemental schedule for the ING
Americas Savings Plan and ESOP are being filed herewith:
Financial Statements and Supplemental Schedule December 31, 2004 and
2003, and the year ended December 31, 2004:
Report of Independent Registered Public Accounting Firm
Audited Financial Statements:
Statements of Net Assets Available for Benefits as of:
December 31, 2004
December 31, 2003
Statements of Changes in Net Assets Available for Benefits for the
years ended:
December 31, 2004
December 31, 2003
Notes to Financial Statements
Supplemental Schedule:
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year)
Signature Page
II. The following exhibits are being filed herewith:
Exhibit No. Description
----------- -----------
1 Consent of Independent Registered Public
Accounting Firm - Ernst & Young LLP
99.1 Certification Pursuant to 18 U.S.C.
Section 1350 (Section 906 of the
Sarbanes-Oxley Act of 2002)
Report of Independent Registered Public Accounting Firm
Plan Administrator
ING Americas Savings Plan and ESOP
We have audited the accompanying statements of net assets available for benefits
of the ING Americas Savings Plan and ESOP (the "Plan") as of December 31, 2004
and 2003, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements 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. We were not engaged to perform an
audit of the Plan's internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Plan's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2004 and 2003, and the changes in its net assets available for
benefits for the years then ended, in conformity with U.S. generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2004 is presented for purposes of
additional analysis and is not a required part of the financial statements, but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, as amended. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
Atlanta, Georgia
June 15, 2005
/s/ Ernst & Young LLP
ING Americas Savings Plan and ESOP
Statement of Net Assets Available for Benefits
As of December 31, 2002
ING AMERICAS SAVINGS PLAN AND ESOP
Statement of Net Assets Available for Benefits
As of December 31, 2004
Allocated Unallocated Total
----------------- ----------------- ------------------
Assets
Investments at fair value:
Mutual funds $ 370,113,205 $ - $ 370,113,205
Common stock 158,537,128 - 158,537,128
Participant loans 14,547,349 - 14,547,349
Investments at contract value 341,851,726 - 341,851,726
----------------- ----------------- ------------------
Net assets available for benefits $ 885,049,408 $ - $ 885,049,408
================= ================= ==================
The accompanying notes are an integral part of these financial statements.
2
ING AMERICAS SAVINGS PLAN AND ESOP
Statement of Net Assets Available for Benefits
As of December 31, 2003
Allocated Unallocated Total
----------------- ----------------- ------------------
Assets
Investments at fair value:
Mutual funds $ 313,244,040 $ - $ 313,244,040
Common stock 134,675,087 - 134,675,087
Participant loans 13,658,971 - 13,658,971
Investments at contract value 301,740,592 - 301,740,592
----------------- ----------------- ------------------
Net assets available for benefits $ 763,318,690 $ - $ 763,318,690
================= ================= ==================
The accompanying notes are an integral part of these financial statements.
3
ING Americas Savings Plan and ESOP
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 2002
ING AMERICAS SAVINGS PLAN AND ESOP
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 2004
Allocated Unallocated Total
------------------ ----------------- -----------------
Additions:
Interest and dividends $ 20,896,798 $ - $ 20,896,798
Net appreciation in fair value of investments 74,326,260 - 74,326,260
Contributions - participants 45,038,860 - 45,038,860
Contributions - employer 30,208,216 - 30,208,216
Rollover contributions 4,367,111 - 4,367,111
Transfer of assets from related plan 13,724,223 - 13,724,223
------------------ ----------------- -----------------
Total additions 188,561,468 - 188,561,468
Deductions:
Benefits paid directly to participants 64,311,326 - 64,311,326
Administrative expenses 804,915 - 804,915
Deemed distribution 1,714,509 - 1,714,509
------------------ ----------------- -----------------
Total deductions 66,830,750 - 66,830,750
------------------ ----------------- -----------------
Net increase 121,730,718 - 121,730,718
Net assets available for benefits:
Beginning of year 763,318,690 - 763,318,690
------------------ ----------------- -----------------
End of year $ 885,049,408 $ - $ 885,049,408
================== ================= =================
The accompanying notes are an integral part of these financial statements.
4
ING AMERICAS SAVINGS PLAN AND ESOP
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 2003
Allocated Unallocated Total
------------------ ----------------- -----------------
Additions:
Interest and dividends $ 7,630,482 $ 741,892 $ 8,372,374
Net appreciation in fair value of investments 116,958,854 3,678,121 120,636,975
Contributions - participants 41,604,580 - 41,604,580
Contributions - employer 3,667,218 - 3,667,218
Rollover contributions 3,219,034 - 3,219,034
Transfer of assets from related plan 14,443,541 - 14,443,541
------------------ ----------------- -----------------
Total additions 187,523,709 4,420,013 191,943,722
Deductions:
Benefits paid directly to participants 43,878,409 - 43,878,409
Administrative expenses 1,031,499 - 1,031,499
Deemed distribution 1,161,418 - 1,161,418
Interest expense - 1,124,954 1,124,954
Other - 1,619,797 1,619,797
------------------ ----------------- -----------------
Total deductions 46,071,326 2,744,751 48,816,077
Allocation of shares 28,344,991 (28,344,991) -
------------------ ----------------- -----------------
Net increase (decrease) 169,797,374 (26,669,729) 143,127,645
Net assets available for benefits:
Beginning of year 593,521,316 26,669,729 620,191,045
------------------ ----------------- -----------------
End of year $ 763,318,690 $ - $ 763,318,690
================== ================= =================
The accompanying notes are an integral part of these financial statements.
5
ING AMERICAS SAVINGS PLAN AND ESOP
Notes to Financial Statements
--------------------------------------------------------------------------------
1. Description of the Plan
The following is a general description of the ING Americas Savings Plan and
ESOP, hereinafter referred to as the "Plan." Participants should refer to
the Plan documents, including the Summary Plan Description, for a more
complete description of the Plan's provisions, including those described
herein.
The Plan is intended to meet the requirements for qualification as both a
profit sharing plan and stock bonus plan under the Internal Revenue Code
(the "IRC") Section 401(a) with an employee stock ownership feature under
Section 4975(e)(7) of the IRC. The employee stock ownership feature of the
Plan is designed to invest primarily in qualifying employer securities that
meet the requirements of IRC Sections 4975(e)(8) and 409(l). The Plan also
contains a salary reduction feature intended to meet the requirements
applicable to cash or deferred arrangements under Section 401(k) of the
IRC. The Plan is intended to be in full compliance with applicable
requirements of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").
ING North America Insurance Corporation is the Plan sponsor ("Plan
Sponsor") and the ING U.S. Pension Committee is the plan administrator
("Plan Administrator"). ING National Trust is the trustee of the Plan.
The Plan covers all eligible employees of ING North America Insurance
Corporation ("ING" or the "Company") as well as various other related ING
participating employers.
Transfer of Assets
On January 1, 2004 and 2003, certain employees of ING Investment Management
who were participants in the ING Financial Services Plan became
participants in the Plan. Assets and liabilities for those participants in
the amount of $13,724,223 and $14,443,541 were transferred from the plan
sponsored by ING Financial Services Corporation to the Plan in January 2004
and 2003, respectively.
Investment Options
At December 31, 2004, the Plan's assets were invested in the following
investment vehicles: ING Life of Georgia GIC Account, ING Security Life of
Denver GIC Account, Stable Value Option Fund, ING GNMA Income Fund, ING
Intermediate Bond Fund, Fidelity Puritan Fund, ING Index Plus LargeCap
Fund, Merrill Lynch Equity Index Trust, Fidelity Blue Chip Growth Fund, ING
Growth Fund, ING LargeCap Growth Fund, Washington Mutual Investors Fund
Class R-5, MFS Capital Opportunities Fund, AIM Small Cap Growth Fund, ING
Index Plus MidCap Fund, ING Real Estate Fund, ING SmallCap Opportunities
Fund, ING Global Science and Technology Fund, ING International Fund, ING
International Value Fund, ING Market Stock Fund and ING Leveraged Stock
Fund.
6
ING AMERICAS SAVINGS PLAN AND ESOP
Notes to Financial Statements
--------------------------------------------------------------------------------
Concentrations of Risk
At December 31, 2004 and 2003, the Plan's assets were significantly
concentrated in ING mutual funds and shares of ING Groep N.V. ("Groep")
common stock, the value of which is subject to fluctuations related to
corporate, industry and economic factors.
Eligibility
All employees meeting the qualifying requirements, as specified in the Plan
documents, are immediately eligible to participate in the Plan.
Participant Accounts
Each participant's account is credited with the participant's contribution
and the Company's contribution. Company contributions are based on
participant deferrals and eligible earnings. Each participant's account is
also credited with allocations of Plan investment results; all earnings or
losses are allocated to each participant's account as soon as practicable
after they accrue or arise. Participant accounts are reduced by any
administrative fee or expenses charged against the account and are
allocated in proportion to the participant's account balance. Forfeited
balances of terminated participants' nonvested accounts are used to reduce
future Company contributions, restore accounts previously forfeited, or pay
Plan expenses. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's vested account at the
time benefit payments are made.
Vesting
Participants are immediately vested in their contributions plus actual
earnings thereon.
Most participants will vest in the Company's matching contributions plus
actual earnings thereon over four years of service at the rate of 25% after
the first year, 50% after the second year, 75% after the third year, and
100% after the fourth year. Certain specified participants are subject to a
five year vesting schedule. Participants are immediately fully vested when
any of the following occur: (1) obtaining age 65 while actively employed,
(2) dying while actively employed, (3) obtaining eligibility for benefits
under ING's managed long term disability plan, or (4) termination or
partial termination of the Plan.
The amount of cumulative forfeited nonvested participant accounts as of
December 31, 2004 and 2003, respectively, was $534,285 and $845,267.
Employee Contributions
All participants in the Plan may contribute up to 50% of their pretax
annual compensation. Participants may also contribute eligible amounts
representing distributions from other qualified plans ("rollovers").
Participant contributions, other than rollovers, are subject to limitations
imposed by the IRC.
7
ING AMERICAS SAVINGS PLAN AND ESOP
Notes to Financial Statements
--------------------------------------------------------------------------------
Employer Contributions
The Company matches participant pre-tax contributions at 100% of each
participant's contributions up to the first 6% of eligible compensation.
Through November 2003, the Company directed its match to the ING Leveraged
Stock Fund. During November 2003, all unallocated Groep Shares (as defined
below) were fully allocated to participant accounts. After that date,
Company matching contributions were and continue to be made in cash and
allocated in accordance with each participant's investment elections.
Unallocated Amounts
During 2003, there were amounts held by the Plan not allocated to
participant accounts. These amounts were the value of shares of ING
American Depository Shares of Groep ("Groep Shares"), including dividends
and earnings attributable thereto, that were purchased by the Plan using
the proceeds of borrowings under an ESOP note payable. Principal and
interest payments on this note payable were funded by dividends received on
Groep Shares or by direct contributions from the Company. During 2003, the
ESOP note payable was paid in full and all unallocated shares were fully
allocated to participant accounts.
Allocation of Shares
The Company had no rights against the Groep Shares once they were allocated
to participant accounts. During 2003, the Company allocated a total of
1,884,555 Groep Shares (adjusted for share splits, as applicable, and net
of dividend recoupments) with a corresponding value of $28,344,991. No
shares were allocated in 2004.
In lieu of receiving cash dividends earned on Groep Shares which were
allocated to participant accounts, these accounts were credited with
equivalent shares of Groep Shares. Until the ESOP note was paid off in
2003, actual dividends on the Groep Shares were transferred to the
Unallocated Fund and applied towards making payments on the ESOP note. The
transfer of these amounts is classified net as allocation of shares in the
accompanying Statements of Changes in Net Assets Available for Benefits for
2003.
Dividends
After the ESOP note was repaid in 2003, dividends paid on Groep Shares were
distributed to participants. Vested participants (except those who are
suspended from making contributions to the Plan due to a hardship
distribution) could elect to have the dividends remain in the Plan or to
receive the dividends in cash. Those participants electing a cash payment
are subject to current taxation on the amount received, but are not subject
to the 10% penalty tax on early Plan distributions. Participants who were
not vested or who were suspended from the Plan due to a hardship
distribution were required under the terms of the Plan to receive their
Groep Shares dividends in cash. Dividends distributed as cash were $660,644
in 2004. All dividends declared and paid in 2003 were prior to the ESOP
note repayment in full and were utilized to repay the note.
8
ING AMERICAS SAVINGS PLAN AND ESOP
Notes to Financial Statements
--------------------------------------------------------------------------------
Participant Loans
Subject to the provisions of the Plan and applicable law, participants may
borrow against his/her account balances provided that the amount requested
is at least $1,000 but not more than the lesser of 50% of the participant's
vested balance or $50,000.
Each loan will bear an interest rate as prescribed by the Plan's applicable
provisions, currently the prime interest rate plus 1%. Loan repayment
periods are for a maximum of five years. Principal and interest are repaid
ratably through payroll deductions.
Deemed Distribution
The Plan treats participant loans that are in default due to a missed
payment, and outstanding loan balances when a terminated participant takes
a distribution, as deemed distributions. In accordance with Internal
Revenue Service ("IRS") regulations, a participant who repays a loan after
a deemed distribution will receive credits pursuant to IRS requirements.
Benefits
Upon termination of service due to death, disability or retirement, a
participant or his/her beneficiary may elect to receive either a lump-sum
distribution or periodic payments of the participant's vested account
balance; for any participant balances invested in Groep Shares, election
may be made to receive that portion of benefits in Groep Shares. As defined
in the Plan documents, certain participants are also eligible for hardship
withdrawals, consistent with the provisions of the IRC. Participants should
refer to the Plan documents for a complete discussion of benefit payment
provisions.
Administrative Expenses
The Plan is responsible for paying all Plan expenses unless the Company
elects to pay them. Forfeitures were used to pay Plan expenses as permitted
by the Plan documents. Administrative expenses, net of forfeitures, were
$804,915 and $1,031,499 for the years ended December 31, 2004 and 2003,
respectively.
Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100% vested in their Plan accounts.
9
ING AMERICAS SAVINGS PLAN AND ESOP
Notes to Financial Statements
--------------------------------------------------------------------------------
2. Significant Accounting Policies
Basis of Accounting
The accompanying financial statements have been prepared using the accrual
basis of accounting.
Investment Valuation and Income Recognition
The Plan provides for investments in Groep Shares, guaranteed investment
contracts ("GICs"), money market funds and mutual funds. Mutual funds are
stated at fair value, which is the quoted market price. Investments in
Groep Shares are based on the quoted market price of the common shares of
Groep. Certain investments in contracts with insurance companies are stated
at contract value, in accordance with American Institute of Certified
Public Accountants ("AICPA") Statement of Position 94-4 Reporting of
Investment Contracts Held by Health and Welfare Benefit Plans and Defined
Contribution Pension Plans ("SOP 94-4").
Loans to participants are valued at their outstanding balances, which
approximate fair value.
Interest income is recorded on the accrual basis of accounting. Dividends
are recorded on the ex-dividend date. Purchases and sales of securities are
recorded on the trade date.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates that
affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
Risks and Uncertainties
The Plan invests in various investment securities. Investment securities
are exposed to various risks, such as interest rate, market and credit
risks. Due to the level of risk associated with certain investment
securities, it is at least reasonably possible that changes in the value of
investment securities will occur in the near term and that such changes
could materially affect participants' account balances and the amounts
reported in the statements of net assets available for benefits.
Reclassifications
Certain 2003 balances have been reclassified to conform to the 2004
presentation.
10
ING AMERICAS SAVINGS PLAN AND ESOP
Notes to Financial Statements
--------------------------------------------------------------------------------
3. Income Tax Status
The Plan received a determination letter from the IRS dated March 27, 2003,
stating that the Plan is qualified under Section 401(a) of the IRC and,
therefore, the related trust is exempt from taxation. Once qualified, the
Plan is required to operate in conformity with the IRC to maintain its
qualification. The Plan Sponsor has indicated that it will take the
necessary steps, if any, to bring the Plan's operations into compliance
with the Code.
4. Investments
The value of individual investments that represent 5% or more of the Plan's
total net assets is as follows as of December 31:
2004 2003
----------------- -----------------
ING Leveraged Stock Fund, 12,006,412
and 13,251,439 shares, respectively $ 158,537,128 $ 134,675,087
Fidelity Blue Chip Growth Fund 46,503,022 44,005,633
ING Life of Georgia GIC Account 100,854,382 99,548,517
Stable Value Option Fund 211,191,126 172,594,211
The net appreciation in fair value of each significant class of
investments, which consists of the realized gains or losses and the
unrealized appreciation on those investments, is as follows for the years
ended December 31:
2004 2003
----------------- -----------------
Mutual funds $ 28,289,514 $ 63,151,847
ING Groep shares 37,402,976 48,279,247
Interest credited on insurance
contracts 8,633,770 9,205,881
----------------- -----------------
Net appreciation in fair value $ 74,326,260 $ 120,636,975
================= =================
5. Investments in Insurance Contracts
As of December 31, 2004 and 2003, the Plan maintained three GIC related
investment options as follows: ING Life of Georgia GIC Account (GA 127-B),
ING Security Life GIC Account (GA 110-B), and The Stable Value Option. The
Stable Value Option is supported by GIC and Separate Account GIC contracts
as follows: GA-14679 issued by Aetna Life Insurance Company, Choice One
contract GA-51478-1 issued by ReliaStar Life Insurance Company (a party in
interest), and a Separate Account GIC contract ST-14698 issued by ING Life
Insurance and Annuity Company (a party in interest). The contracts held by
the Plan are considered fully benefit-responsive in accordance with AICPA
SOP 94-4 and are carried at contract value. As of December 31, 2004 and
2003, the fair value of the investments in insurance contracts is
approximately $348,016,993 and $301,165,772, respectively.
11
ING AMERICAS SAVINGS PLAN AND ESOP
Notes to Financial Statements
--------------------------------------------------------------------------------
The earnings of the GIC funds are based on an interest rate applied to each
participant's outstanding balance. The interest rates are analyzed and may
be reset by the GIC issuer annually for GA 127-B, GA 110-B and GA 51478-1,
semi-annually for GA 14698 and quarterly for GA 14679.
Premature termination in whole or in part of the contract is at the
discretion of the Plan Sponsor and generally involves a payment adjusted to
its current market value. One of the contracts (ST-14698) permits a book
value corridor through which a threshold percentage (e.g., 20%) of the
contract balance is available at book value in the event of certain
employer actions such as spinoffs, divestitures, corporate relocations,
layoffs, retirement incentive programs, the creation of a competing
investment option, or partial or total plan terminations. Clone contracts
are generally available subject to underwriting considerations to be issued
to a takeover entity. In addition, the contracts generally provide for book
value to be preserved if the withdrawal of funds from the contract is made
over a protracted period described in the contract ("book value
settlement").
The average yield for all contracts is as follows for the years ended
December 31:
2004 2003
------------------ ------------------
GA 127-B 6.95 % 7.50 %
GA 110-B 6.50 7.50
GA 51478-1 6.94 6.44
GA 14698 3.73 4.10
GA 14679 6.73 7.54
The crediting interest rate for all contracts is as follows as of December
31:
2004 2003
------------------ ------------------
GA 127-B 6.95 % 7.50 %
GA 110-B 6.50 7.50
GA 51478-1 6.95 6.48
GA 14698 3.58 3.73
GA 14679 6.73 7.38
The minimum crediting interest rate for all contracts is as follows for the
years ended December 31:
2004 2003
------------------ ------------------
GA 127-B 3.00 % 3.00 %
GA 110-B 3.00 3.00
GA 51478-1 - -
GA 14698 - -
GA 14679 6.86 6.73
The underlying contracts have no restrictions on the use of Plan assets and
there are no valuation reserves recorded to adjust contract amounts.
12
ING AMERICAS SAVINGS PLAN AND ESOP
Notes to Financial Statements
--------------------------------------------------------------------------------
6. Note Payable
In January 1991, ReliaStar Financial Corporation ("ReliaStar") completed a
transaction with the Plan whereby ReliaStar issued 1,338,090 shares of a
new series of convertible preferred stock to the Plan. To finance the stock
purchase, the Plan borrowed $30,000,000 from ReliaStar under a 9.5%,
20-year note. Prepayments of principal could be made at any time without
penalty. The note was collateralized by the unallocated shares held by the
Plan.
Each share of the original ReliaStar convertible preferred stock had a
minimum redemption value of $22.42 and was convertible into two shares of
common stock. The annual dividend was $2.19 per share, was paid
semiannually, and was subject to future adjustments under certain
circumstances. At the close of business on December 31, 1996, the
convertible preferred stock shares were converted into ReliaStar common
stock shares at a ratio of two shares of common for each share of
convertible preferred. No conversion premium was involved.
In connection with the merger of ReliaStar into ING, shares owned by the
Plan were exchanged for Groep Shares at a value of $54.00 per share of
ReliaStar common stock.
Groep and ReliaStar paid dividends on the shares held by the Plan plus
additional cash contributions were made by Groep or ING in amounts
necessary to enable the Plan to meet its obligations under the note. Shares
were released for allocation to participant accounts based on a prescribed
schedule coinciding with payments on the note. Interest was payable
annually; however, all remaining unpaid principal under the note was due at
the end of the 20-year period. During 2003, the loan obligation was paid
off.
7. Parties-in-Interest to the Plan
The Plan holds investments in several mutual funds and GIC funds that are
managed by affiliated companies of the Plan Sponsor. These funds are
considered parties-in-interest (as defined in ERISA) to the Plan. At
December 31, 2004 and 2003, respectively, funds of $704,924,253 and
$599,687,134 were held in such investments and are considered
parties-in-interest to the Plan.
13
Supplemental Schedule
ING AMERICAS SAVINGS PLAN AND ESOP
EIN: 52-1317217 Plan No.: 001
Schedule H, Line 4i
Schedule of Assets (Held at End of Year)
At December 31, 2004
--------------------------------------------------------------------------------
(a) (b) (c) (e)
Identity of Issue, Borrower, Lessor, or Description of Current
Similar Party Investment Value
------ ----------------------------------------------- ------------------------------------- -------------------
AIM Small Cap Growth Fund Mutual Fund Shares $ 19,087,290
Fidelity Blue Chip Growth Fund Mutual Fund Shares 46,503,022
Fidelity Puritan Fund Mutual Fund Shares 38,026,405
* ING Global Science and Technology Fund (I) Mutual Fund Shares 8,487,946
* ING GNMA Income Fund (I) Mutual Fund Shares 5,334,945
* ING Growth Fund (I) Mutual Fund Shares 11,233,578
* ING Index Plus LargeCap Fund (I) Mutual Fund Shares 36,041,991
* ING Index Plus MidCap Fund (I) Mutual Fund Shares 23,657,045
* ING Intermediate Bond Fund (I) Mutual Fund Shares 14,627,716
* ING International Fund (I) Mutual Fund Shares 12,873,842
* ING International Value Fund (I) Mutual Fund Shares 37,153,821
* ING Large Cap Growth Fund (I) Mutual Fund Shares 33,979,883
* ING Leveraged Stock Fund Shares of Company Stock 121,428,311
* ING Life of Georgia GIC Account Guaranteed Investment Contract 100,854,382
* ING Market Stock Fund Shares of Company Stock 37,108,817
* ING Real Estate Fund (I) Mutual Fund Shares 10,034,683
* ING Security Life of Denver GIC Account Guaranteed Investment Contract 29,806,218
* ING SmallCap Opportunities Fund (I) Mutual Fund Shares 11,109,949
Merrill Lynch Equity Index Trust Mutual Fund Shares 43,723,183
MFS Capital Opportunities Fund Mutual Fund Shares 7,793,690
* Stable Value Option Fund Guaranteed Investment Contract 211,191,126
Washington Mutual Investors Fund (R-5) Mutual Fund Shares 10,444,216
** Participant loans 14,547,349
-------------------
$ 885,049,408
===================
Note: Column (d) cost information is omitted for all participant directed investments.
* Indicates a party-in-interest to the Plan.
** Each loan will bear an interest rate as prescribed by the Plan's applicable provisions,
currently the prime interest rate plus 1%. Loan repayment periods are for a maximum of
five years.
15
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
ING Americas Savings Plan and ESOP
Dated: June 27, 2005 By: ING US PENSION COMMITTEE
-------------
By:/s/ Darryl Harris
----------------------------------------------
Name: Darryl Harris
-------------------------------------
Title: Chairman, ING U.S. Pension Committee
-------------------------------------
16
Exhibit 1
---------
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-13668) pertaining to the ING Americas Savings Plan and ESOP of ING
Groep N.V. and affiliates of our report dated June 15, 2005, with respect to the
financial statements and schedule of the ING Americas Savings Plan and ESOP
included in this Annual Report (Form 11-K) for the year ended December 31, 2004.
/s/ Ernst & Young LLP
Atlanta, Georgia
June 22, 2005
Exhibit 99.1
------------
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
In connection with the Annual Report on Form 11-K of the ING Americas Savings
Plan and ESOP (the "Plan") for the year ended December 31, 2004 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of
such officer's knowledge:
(3) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities and Exchange Act of 1934; and
(4) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Plan.
Date: June 27, 2005 /s/ Scott Burton
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Name: Scott Burton
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Title: Attorney-in-Fact
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The foregoing certification is being furnished solely pursuant to 18 U.S.C.
Section 1350 and is not being filed as part of the Report or as a separate
disclosure document. This certification shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to
liability under this section. This certification shall not be deemed to be
incorporated by reference into any filing under the Securities Act of 1933 or
the Securities Exchange Act of 1934 except to the extent that this Exhibit 99.1
is expressly and specifically incorporated by reference in any such filing.
A signed original of this written statement required by Section 906 has been
provided to the Plan and will be retained by the Plan and furnished to the
Securities and Exchange Commission or its staff upon request.