SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For November 14, 2003 ING GROEP N.V. Amstelveenseweg 500 1081-KL Amsterdam The Netherlands Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F X Form 40-F ------------ ----------- Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X ---------- ---------- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Page 1 of 30 This Report contains a copy of the following: (1) The Press Release issued on November 14, 2003 Page 2 of 30 Amsterdam, 14 November 2003 PRESS RELEASE ING GROUP REPORTS ON FIRST NINE MONTHS 2003 STRONG BANKING RESULTS AND TIGHT COST CONTROL BOOST PROFIT o OPERATING NET PROFIT EUR 3,012 MILLION: 11.0% UP FROM FIRST 9 MONTHS 2002; PER SHARE EUR 1.50 (+7.3%) o BANKING OPERATING NET PROFIT EUR 1,202 MILLION: +41.4% INSURANCE OPERATING NET PROFIT EUR 1,810 MILLION: -2.8% o THIRD QUARTER OPERATING NET PROFIT: 22.8% UP FROM THIRD QUARTER 2002 o TOTAL OPERATING EXPENSES: - 7.3%, ORGANICALLY -1.3% CHAIRMAN'S STATEMENT "ING's financial performance in the first nine months of 2003 improved strongly compared to the same period last year. We realised a healthy operating profit growth of 11% despite the continued strength of the euro", said Ewald Kist, Chairman of the Executive Board. "Our banking profits increased considerably by 41.4% on the back of higher interest income, reduced loan loss provisions and lower expenses. On the insurance side the picture was mixed. In the United States, investment losses in the third quarter were close to zero and the rebounded stock markets also had a favourable effect, leading to a 20% profit growth. Premium growth in our core markets was modest because of our efforts to better balance profitability and market share. Our non-life operations continued to develop favourably. Total expenses decreased as a result of tight cost control and despite the ongoing growth at our specialities life insurance business in the Asian developing markets and ING Direct. Growth engine ING Direct contributed EUR 93 million to Group profit compared to a loss of EUR 63 million in the same period last year, showing the profit potential of this attractive business model." OUTLOOK 2003 Provided that financial markets do not deteriorate substantially by year-end, the Executive Board expects operating net profit to increase by 10-15% compared to the full year 2002 operating net profit (excluding realised capital gains on shares). ------------------------------------------------------------------------------------------------------------------------ Please refer to www.ing.com/group ('press room' or 'investor relations') for additional information on the first nine months 2003 results. ------------------------------------------------------------------------------------------------------------------------ PRESS CONFERENCE CALL ON 14 NOVEMBER 2003 AT 9.30 AM CET ANALYST CONFERENCE CALL ON 14 NOVEMBER 2003 AT 3.30 PM CET Listen-in mode: Listen-in mode: o The Netherlands: +31 45 631 6903 o The Netherlands: + 31 45 631 6910 o United Kingdom: +44 208 400 6370 o United Kingdom: + 44 208 400 6356 o United States: + 1 303 262 2130 Press presentation available via http://press.ing.com Analyst presentation available via -------------------- on 14 November 2003 at around 8.15 am http://investors.ing.comhttp://www.ing.com/group ------------------------------------------------ CEThttp://press.ing.com/ on 14 November 2003 at around 9.00 am CET ------------------------------------------------------------------------------------------------------------------------------------------------ MEDIA RELATIONS: +31 20 541 5446 INVESTOR RELATIONS: +31 20 541 5462 INTERNET: www.ing.com/group ------------------------------------------------------------------------------------------------------------------------ Page 3 of 30 ------------------------------------------------------------------------------------------------------------------- TABLE 1. KEY PROFIT AND LOSS FIGURES ING GROUP First FIRST % % Q3 Q3 % nine NINE change organic* 2002 2003 change in EUR x million months MONTHS change 2002 2003 ------------------------------------------------------------------------------------------------------------------- Operating net profit - insurance operations 1,863 1,810 -2.8 1.2 620 545 -12.1 - banking operations 850 1,202 41.4 42.1 149 399 167.8 ----- ----- ---- ---- Operating net profit 2,713 3,012 11.0 14.8 769 944 22.8 Capital gains/negative revaluation reserve shares/gain JV with ANZ 865 -5 -28 33 ----- ----- ---- ---- Net profit 3,578 3,007 -16.0 741 977 31.8 Total operating income 57,801 51,622 -10.7 1.4 17,385 16,271 -6.4 - insurance operations 49,165 42,988 -12.6 1.1 14,609 13,391 -8.3 - banking operations 8,647 8,696 0.6 3.1 2,779 2,919 5.0 Total operating expenses 10,297 9,550 -7.3 -1.3 3,419 3,221 -5.8 - insurance operations 3,932 3,558 -9.5 3.1 1,214 1,181 -2.7 - banking operations 6,365 5,992 -5.9 -3.7 2,205 2,040 -7.5 in EUR Operating net profit per share 1.40 1.50 7.3 11.0 0.40 0.46 15.0 Net profit per share 1.85 1.50 -18.9 0.38 0.47 23.7 -------------------------------------------------------------------------------------------------------------------*Excluding currency rate differences and acquisitions / divestments GROUP OPERATING NET PROFIT SHOWS HEALTHY INCREASE Operating net profit for the first nine months of 2003 was 11.0% higher at EUR 3,012 million compared to the same period last year. Especially continued strong banking results and substantially lower total expenses led to this profit rise. In the insurance operations ongoing very good results in the non-life business and an improved performance of the US and Asian life business were the main drivers. Excluding currency rate differences and one-off items ING Group's profit increase was 20.4%. One-off items were EUR 182 million in the first nine months 2003 against EUR 270 million in the same period last year. The impact of the strengthening of the euro against most currencies resulted in a negative effect of EUR 76 million. This includes the mitigating effect of the US dollar hedge of EUR 83 million after tax (first nine months 2002: EUR 32 million). Operating net profit for the third quarter of 2003 increased by 22.8% compared to the third quarter of 2002 in spite of the fact that last year's third quarter results included a EUR 225 million operating gain from the sale of 49% of the life and mutual fund operations in Australia to the joint venture with ANZ. Higher income, lower expenses and a lower addition to the provision for loan losses in the banking operations as well as lower investment losses and favourable DAC unlocking in the insurance operations have contributed to this profit rise. Net profit for the first nine months of 2003 was 16.0% lower at EUR 3,007 million. Net realised capital gains on shares were EUR 5 million negative against EUR 615 million positive in the first nine months of 2002. Furthermore, net profit for the first nine months of 2002 included a total capital gain of EUR 475 million resulting from the joint venture with ANZ (EUR 225 million operating and EUR 250 million non-operating profit). Compared to the third quarter of 2002, net profit increased by 31.8%. The further recovery of the most important stock market indices in the third quarter 2003 has resulted in a positive revaluation reserve shares of EUR 301 million on 30 September 2003. As a consequence there is no impact in net profit of negative value adjustments of the revaluation reserve shares anymore, as was the case at the end of the first and second quarter 2003. On 11 November 2003, the revaluation reserve shares amounted to approximately EUR 0.7 billion positive. Page 4 of 30 -------------------------------------------------------------------------------- All comparable figures in this press release relate to first nine months 2003 versus first nine months 2002, unless indicated otherwise. To enable a clear insight in business performance, all further figures in this press release are exclusive of realised capital gains on shares in the first nine months of 2002 and 2003 and exclusive the non-operating part (EUR 250 million) of the profit from the ANZ transaction in the first nine months of 2002. -------------------------------------------------------------------------------- INSURANCE RESULTS SLIGHTLY LOWER Operating net profit from insurance operations decreased from EUR 1,863 million to EUR 1,810 million (-2.8%). This development was to a large extent caused by the negative impact of the stronger euro against other currencies (-EUR 74 million, including the dollar hedge effect) and lower one-off items (EUR 304 million in the first nine months 2002 and EUR 247 million in 2003). Excluding these factors operating net profit improved by 5.6%. Life insurance pre-tax results decreased from EUR 1,957 million to EUR 1,716 million (-12.3%). This decrease was mainly caused by substantially lower one-off gains, pressure on interest income, lower dividend income and the strong euro. Included in this result is a one-off gain from old reinsurance activities of EUR 72 million, compared to a one-off surrender gain of EUR 120 million on a group life contract and the operating part of the profit on the ANZ transaction of EUR 225 million in the first nine months of 2002. Especially the operations in the US and Asia showed a good improvement. Non-life insurance pre-tax results showed an ongoing strong growth worldwide, rising from EUR 441 million a year ago to EUR 760 million (+72.3%) in the first nine months of 2003. On a comparable basis, excluding a one-off gain of EUR 231 million from old reinsurance activities in the second quarter of this year and excluding the impact of currency fluctuations, non-life result increased by 38.1%. Total premiums decreased by 14.0% to EUR 34,167 million. Organically, premium growth was flat as a result of continued efforts to better balance profitability and market share. In the Netherlands, life premiums grew by 9.5%. Despite strict cost control in all regions total expenses increased organically by 3.1% as a result of an increase in pension costs (e.g. +19.5% in the Netherlands), higher expenses to reduce backlogs in the Netherlands and the growth of developing markets activities. BANKING PROFITS IMPROVE STRONGLY Compared to the first nine months of 2002, operating net profit from banking operations increased strongly by 41.4% to EUR 1,202 million, mainly driven by a higher interest result, lower expenses and lower loan loss provisions. One-off items (-EUR 34 million in the first nine months of 2002 versus -EUR 65 million in the same period this year, see table 3 on page 6) had a mitigating effect on the improvement. The interest result rose by EUR 476 million, or 8.5%, mainly as a result of higher volumes. The interest margin improved by 1 basis point to 1.60%. Total expenses decreased by 5.9% (organically by 3.7%) despite higher pension expenses and the impact of the collective labour agreement in the Netherlands as well as the ongoing expansion of ING Direct. Risk costs amounted to EUR 855 million, which is equal to 47 basis points of average credit risk weighted assets (annualised) compared to 51 basis points in the same period last year. On a quarterly basis, risk costs decreased gradually to EUR 240 million in the third quarter 2003 (39 basis points). On balance currency fluctuations had a limited negative impact of EUR 2 million on operating net profit. The efficiency ratio banking (excluding ING Direct and restructuring provisions) improved from 71.0% for the full year 2002 to 66.8% in the first nine months of 2003. The overall (pre-tax) Page 5 of 30 RAROC figure of ING's banking operations (excluding ING Direct) increased significantly to 18.9% from 13.2% for the full year 2002. ING Direct reported an operating profit before tax of EUR 93 million compared to an operating profit before tax of EUR 31 million in the first half of 2003. In the first nine months of 2002, ING Direct still reported a loss of EUR 63 million. SOLID PROFIT CONTRIBUTION FROM ASSET MANAGEMENT The functional operating profit before tax from asset management activities improved strongly by 60% to EUR 219 million. This figure is derived by breaking out the asset management profit contribution from the insurance and banking results. Despite the effect of the stronger euro (-EUR 23.9 billion), assets under management increased by EUR 5.7 billion to EUR 454.7 billion compared to year-end 2002. Both a net inflow of EUR 7.2 billion and the effect of rising stock markets in the second and third quarter (EUR 16.4 billion) impacted assets under management favourably. All regional units of ING Investment Management and ING Real Estate contributed to the net inflow of EUR 7.2 billion. Furthermore ING changed its definition of assets under management to conform more closely with industry practice. This restatement led to a net increase of EUR 6.0 billion. The investment performance of ING's asset management business was stable. On a three-year horizon, 61% of global fund assets delivered an above-median investment performance. SHAREHOLDERS' EQUITY INCREASES End of September 2003, shareholders' equity amounted to EUR 19.6 billion, an increase of EUR 1.3 billion or 7.6% compared to year-end 2002 (see table 2 below). The first nine months operating net profit added EUR 3.0 billion to shareholders' equity whereas the development of the revaluation reserve of equity and real estate investments had an adverse impact of EUR 0.5 billion. Exchange rate fluctuations impacted shareholders' equity by -EUR 0.6 billion. Shareholders' equity per share increased from EUR 9.14 at year-end 2002 to EUR 9.37 at the end of September 2003. --------------------------------------------------------------------------- TABLE 2. KEY BALANCE SHEET FIGURES ING GROUP Year-end 30 SEPTEMBER % In EUR x billion 2002 2003 change --------------------------------------------------------------------------- Shareholders' equity 18.3 19.6 7.6 - insurance operations 10.8 11.7 8.3 - banking operations 15.8 17.6 11.4 - eliminations* -8.3 -9.7 Total assets 716.4 784.8 9.5 Operating net return on equity 17.4% 21.9% - insurance operations 18.6% 22.4% - banking operations 6.5% 11.5% Total assets under management 449.0 454.7 1.3 --------------------------------------------------------------------------- * Own shares, subordinated loans, third-party interests, debenture loans and other eliminations. KEY STRATEGIC DEVELOPMENTS Strengthen the capital base o In the first nine months of 2003, the capital base of ING Insurance improved further and amounted to EUR 15.7 billion at the end of September, which is 178% of the legally required Page 6 of 30 level of EUR 8.8 billion (end of June 2003: 171%; year-end 2002: 169%). The tier-1 ratio of ING Bank N.V. was 7.44% at the end of September 2003, a small improvement compared to year-end 2002 (7.31%). o At this point, around EUR 4 billion of the Dutch equity portfolio has been protected with put options against a potential sharp decline in the stock markets. To open up the upside potential in the equity portfolio, the total amount of written call options has been reduced by EUR 2.1 billion to EUR 1.9 billion. o In October, ING placed a perpetual subordinated loan with retail investors in the United States. The proceeds amounted to USD 500 million and will be used to increase ING's capital base. Optimise the existing portfolio o In Italy, ING reached an agreement with UniCredito Italiano and Aviva about the sale of its agent network activities of ING Sviluppo as well as the affiliated Italian life insurance, asset management and private banking activities. The agreement was signed in July 2003 and the transaction is expected to be completed by year-end. o In October, ING reached an agreement in principle with Baring Private Equity Partners for a management buy out. ING expects the completion of the transaction by year-end 2003. o In October, ING reached an agreement to sell ING Aetna Life to Manulife Indonesia. This is part of ING's strategy in the Asia/Pacific region to focus on markets and products where it can achieve a leading market position. Develop ING's special skills o ING Direct continues to beat expectations with regard to the growth of funds entrusted and the client base. Compared to year-end 2002 funds entrusted grew at a pace of 72% from EUR 55.2 billion to EUR 94.8 billion at the end of September 2003. The consolidation of the German Direct bank Entrium added approximately EUR 6 billion and the start-up in the UK EUR 7.3 billion. ING Direct had 8.1 million clients at the end of September 2003, compared to 5.0 million clients at year-end 2002 which is an increase of 61%. o Insurance operations in developing markets showed an organic growth in premium income of 8.5% and an increase in organic operating profit before tax of 11.9%. Asia (excluding Japan) had an overall organic premium growth of 23.1%. The organic result was 24.7% higher than in the same period last year. o In China a next step was taken in the third quarter, since ING's joint venture with China Pacific Insurance Company, Pacific Antai Life Insurance, has received approval to establish a branch office in Guangzhou. This branch in the third city of China will offer a mix of traditional life and endowment insurance policies to customers. The expansion plans come at a time when Guangzhou is experiencing rapid growth, both in terms of gross domestic product and life insurance premiums. Further lower cost base o Total expenses decreased by 7.3%. Organically, expenses were 1.3% lower than in the first nine months of 2002. The main reason for this decline is an ongoing strict cost control in almost all ING operations, while on the other hand pensions costs were substantially higher and expenses increased because of the expansion of ING Direct and the insurance operations in the developing markets in Europe and Asia. o Additional to the EUR 45 million restructuring provision (before tax) for ING BHF-Bank and ING Bank France in the first half of 2003, a restructuring provision of EUR 37 million (before tax) has been taken for international wholesale banking. This provision relates to the further Equity Markets back-office and data-centre consolidation on a pan-European scale. Page 7 of 30 -------------------------------------------------------------------------------- DETAILED INFORMATION ON THE FIRST NINE MONTHS 2003 RESULTS On the following pages, more detailed information on the first nine months 2003 results will be given. After a discussion of the Group figures, the results will be viewed from two different reporting angles: the regulatory angle insurance/banking and the managerial angle of Executive Centres. Additional information can be found in the appendices. As stated before: To enable a clear insight in business performance, all further figures in this press release are exclusive of realised capital gains on shares in the first nine months of 2002 and 2003 and the non-operating part (EUR 250 million) of the profit from the ANZ transaction in the first nine months of 2002. All comparable figures in this press release relate to first nine months 2003 versus first nine months 2002, unless indicated otherwise. -------------------------------------------------------------------------------- 1. GROUP RESULT INCOME Total operating income decreased by 10.7% to EUR 51,622 million. Organically total income increased by 1.4% in spite of difficult market conditions (insurance +1.1%, banking +3.1%). EFFICIENCY Total expenses decreased by 7.3% from EUR 10,297 million to EUR 9,550 million. Organically, the decrease was 1.3%. This development clearly shows that ongoing cost control, as well as restructuring and integration efforts are paying off. The total number of staff (full-time equivalents) decreased by 1,200 from 116,200 at year-end 2002 to 115,000 at the end of September 2003. Ongoing restructuring, integration and cost containment programmes have led to a reduction of the workforce in banking units within ING Europe and insurance units within ING Americas (mainly US, Chile and Argentina). ING Direct attracted some 1,600 new staff (including Entrium) to handle the strong growth of its businesses. PROFIT Operating net profit increased by 11.0% to EUR 3,012 million. Operating net profit per share was 7.3% higher at EUR 1.50. Operating profit before tax increased by 15.2% to EUR 4,325 million. ONE-OFF ITEMS One-off items influenced results both in the first nine months 2003 and in the first nine months 2002. On balance, the positive impact of one-off items on operating net profit in the first nine months of 2003 was EUR 88 million lower than in the same period last year. Please refer to table 3 for further details. ------------------------------------------------------------------------------------------------ TABLE 3. ONE-OFF ITEMS FIRST NINE MONTHS 2003 VERSUS FIRST NINE MONTHS 2002 First nine months FIRST NINE MONTHS in EUR x million 2002 2003 ------------------------------------------------------------------------------------------------ Before tax After tax Before tax After tax INSURANCE OPERATIONS Operating gain on the ANZ transaction 225 225 Surrender gain group life contract 120 79 Gain from old reinsurance activities 303 247 BANKING OPERATIONS Profit on the sale of Cedel shares 94 94 Restructuring provisioning -128 -128 -82 -65 ---- ---- - --- - --- TOTAL 311 270 221 182 ------------------------------------------------------------------------------------------------ Page 8 of 30 CURRENCY RATE FLUCTUATIONS During the reporting period, the value of the euro strengthened against most currencies. The impact on operating net profit was a negative EUR 76 million. This figure includes the mitigating effect of the US dollar hedge result of EUR 83 million after tax versus EUR 32 million in the same period last year. ING has hedged the (expected) profits of its insurance operations in the US for the years 2003 and 2004 at an EUR/USD exchange rate of 0.920 and 0.922 respectively. RETURN ON EQUITY The operating net return on equity increased from 17.4% in the full year 2002 to 21.9% in the first nine months 2003. The return on equity of the insurance operations was 22.4% against 18.6% for the full year 2002. The return on equity of the banking operations increased from 6.5% in the full year 2002 to 11.5% in the first nine months 2003. The risk-adjusted return on capital (RAROC) of ING's banking operations was 18.9% compared to 13.2% for the full year 2002 (pre-tax and excluding ING Direct). THIRD QUARTER 2003 VERSUS THIRD QUARTER 2002 Compared to the same quarter last year, operating net profit in the third quarter of 2003 increased by 22.8%. However, the insurance business saw a decrease in operating net profit of 12.1%. Although both life and non-life results were higher in the third quarter 2003, operating net profit was lower as a result of higher taxation and the operating part of the one-off gain on ANZ in the third quarter 2002. Excluding the ANZ gain, operating net profit in the third quarter increased by 38%. Currency exchange rate differences had a negative impact. Banking results showed an increase of 167.8% as a result of a lower addition to the provision for loan losses, higher interest result and lower expenses, partly because of exceptionally high restructuring expenses in the third quarter 2002. THIRD QUARTER 2003 VERSUS SECOND QUARTER 2003 Third quarter operating net profit decreased by 19.0% to EUR 944 million compared to the second quarter of 2003. Operating net profit of the insurance operations was down 28.4% to EUR 545 million. This was caused by the one-off gain (EUR 247 million) from old reinsurance activities as well as sharply improved stock markets resulting in favourable DAC unlocking in the second quarter 2003 and lower US reinsurance results in the third quarter 2003. Lower investment losses and higher realised capital gains on the sale of real estate positively influenced the insurance results in the third quarter 2003. Excluding the one-off gain from old reinsurance activities, operating net profit of the insurance operations increased by 6.0%. Operating net profit of the banking operations decreased slightly by EUR 6 million to EUR 399 million on balance, due to higher operating expenses (including a restructuring provision of EUR 37 million). Another factor was higher taxes in the third quarter 2003, which was partly offset by a lower addition to the loan loss provision. 2.1 INSURANCE OPERATIONS OPERATING NET PROFIT Operating net profit from insurance decreased by EUR 53 million (-2.8%) to EUR 1,810 million. The development of the results was negatively affected by one-off items (-EUR 57 million, see table 3 on page 6) and the impact of the strong euro versus most other currencies (-EUR 74 million). Excluding these two items operational net profit from insurance improved by 5.6%. The tax rate increased from 19.4% in the first nine months 2002 to 23.6% in the first nine months 2003. Page 9 of 30 -------------------------------------------------------------------------------- TABLE 4. PREMIUM INCOME AND OPERATING PROFIT BEFORE TAX OF THE INSURANCE OPERATIONS First nine FIRST NINE months MONTHS % 2002 2003 % organic in EUR x million change change ------------------------------------------------- PREMIUM INCOME 39,711 34,167 -14.0 - 0.2 Life insurance 33,399 28,515 -14.6 - 0.7 Non-life insurance 6,312 5,652 -10.5 2.5 OPERATING PROFIT BEFORE TAX 2,398 2,476 3.3 7.9 Life insurance 1,957 1,716 -12.3 - 11.4 Non-life insurance 441 760 72.3 98.4 -------------------------------------------------------------------------------- PREMIUM INCOME Due to the economic slowdown and fierce competition in the main insurance markets, premium income organically decreased slightly by 0.2%. Life premiums in the Netherlands grew satisfactory by 9.5%. Excluding the strong increase in Guaranteed Investment Contracts premium income in the United States dropped organically by 12.6%, mainly due to lower sales of fixed annuities. Overall, ING will continue its policy to better balance profitability and market share. Total premiums in the developing markets in local currencies increased by 8.5%. EXPENSES Total operating expenses decreased by 9.5%. Organically, total operating expenses grew by 3.1%, mainly because of higher pension costs, additional expenses with regard to the improvement of the quality level of the Dutch operations and increased claim handling expenses in some business units. Stringent cost control continues to be a top management priority. The expense growth in the United States was flat thanks to the successful restructuring/integration programme, started in 2001. OPERATING PROFIT BEFORE TAX The operating profit before tax increased by 3.3% to EUR 2,476 million. The stronger euro impacted this result by EUR 94 million (including the positive effect from the US dollar hedge). Realised capital gains on real estate investments amounted to EUR 291 million against EUR 236 million in the first nine months of 2002. The life result dropped by EUR 241 million, on balance, mainly caused by lower results in the Dutch operations and the one-off gain regarding the joint-venture with ANZ in Australia in the first nine months 2002, partly compensated by improved results in the US and Asia. Furthermore, lower investment income (dividend and interest) put pressure on the results. The non-life result improved strongly by 72.3%. Excluding the effect of the one-off gain regarding the old reinsurance activities (EUR 231 million), the increase was still a very healthy 20.0%. Especially the operations in the Netherlands, Belgium, Canada, Mexico and Australia contributed to this growth. CREDIT-RELATED LOSSES Credit-related investment losses decreased strongly from EUR 492 million (50 basis points of total fixed interest securities) in the first nine months 2002 to EUR 155 million (15 basis points) in the first nine months 2003. The losses in the US life operations in the third quarter 2003 amounted only EUR 7 million compared to EUR 93 million in the third quarter of 2002. COMBINED RATIO The combined ratio of the non-life operations improved from 100% in the same period last year to 98% in the first nine months of 2003. CAPITAL BASE. End of September 2003, the capital base of ING Insurance amounted to EUR 15.7 billion, 178% of the legally required level of EUR 8.8 billion Page 10 of 30 -------------------------------------------------------------------------------------------------------- TABLE 5. GEOGRAPHICAL BREAKDOWN OF PREMIUM INCOME AND OPERATING PROFIT BEFORE TAX FROM INSURANCE ACTIVITIES PREMIUM INCOME OPERATING PROFIT BEFORE TAX First FIRST % % First FIRST % % nine NINE change organic nine NINE change organic in EUR x million months MONTHS change months MONTHS change 2002 2003 2002 2003 -------------------------------------------------------------------------------------------------------- The Netherlands 5,410 5,764 6.5 6.7 1,114 1,021 -8.3 -8.3 Belgium 1,711 1,822 6.5 6.5 53 72 35.8 35.8 Rest of Europe 1,087 999 -8.1 -4.6 109 123 12.8 19.4 North America 23,383 18,481 -21.0 -5.3 500 579 15.8 27.4 Latin America* 2,650 1,772 -33.1 -0.1 256 194 -24.2 3.2 Asia 4,272 4,333 1.4 18.5 176 238 35.2 41.1 Australia 1,432 1,097 -23.4 18.0 296 98 -66.9 -66.7 Other -234 -101 -106 151 ------ ------ ----- ----- TOTAL 39,711 34,167 -14.0 -0.2 2,398 2,476 3.3 7.9 ---------------------------------------------------------------------------------------------------------* Latin America = South America, including Mexico. THE NETHERLANDS Life premiums in The Netherlands increased by 9.3% to EUR 4,203 million, mainly due to higher sales of individual single premiums. Non-life premiums, primarily Loss of income/Accident, decreased by 0.2% to EUR 1,561 million. The life result in the Netherlands decreased by EUR 155 million to EUR 855 million (-15.3%). The impact of one-offs amounted to EUR 72 million in the first nine months 2003 versus EUR 120 million in the first nine months 2002. Other reasons of this decrease are lower interest income and lower dividend income, as a result of measures to strengthen ING's capital base and to reduce core debt, partly compensated by higher realised capital gains on real estate. In addition, operating expenses were slightly higher, among others due to higher pension costs. The result on mortality and morbidity improved. The non-life result increased from EUR 104 million in the first nine months 2002 to EUR 166 million (59.6%). Especially the results Loss of income/Accident rose strongly, partly due to the release of an IBNR provision and a better claims ratio. BELGIUM Life premiums in Belgium grew by 5.9% to EUR 1,583 million. Sharply lower unit-linked premiums were compensated by higher sales in universal life. The life result increased by EUR 4 million to EUR 54 million (+ 8.0%) due to improved profitability of retail products sold through the bank branches. The non-life result increased substantially by EUR 15 million to EUR 18 million, mainly as a result of a strongly improved claims ratio both in retail as well as in wholesale business lines. REST OF EUROPE Premium income in local currencies went down by 4.6% to EUR 999 million. The main cause for this decrease was the drop in new business of unit-linked policies in Italy. Premium growth in the other European markets was satisfactory, except for Poland. Life result improved by 11.4% to EUR 117 million. The operations in Greece, Poland and Spain showed improved results. UNITED STATES Reflecting improvements in the equity and credit markets, the United States reported an operating profit before tax that was 20% or EUR 59 million higher than the first nine months of 2002 (exclusive of the currency exchange impact and gain on the US dollar hedge). Page 11 of 30 US Financial Services (USFS), which includes individual life and annuities, mutual funds and retirement services products reported an operating profit before tax of EUR 533 million for the first nine months of 2003 up 46% compared to the same period last year (at current exchange rates). USFS results reflect the equity and credit market improvements as well as higher sales in retirement services and variable annuities and lower operating expenses reduced by spread compression on fixed products. The S&P 500 Index, which most closely correlates with the US equity related businesses, closed at 996 on September 30, up a modest 2.2% since 30 June 2003. This contrasts sharply with the third quarter of 2002, when the S&P dropped 17.6% and more conservative assumptions for market returns were implemented both resulting in significant DAC unlocking charges. These factors resulted in a favourable improvement in operating profit before tax by EUR 254 million compared to 2002. Fees on assets under management declined EUR 54 million as a result of the S&P 500 that averaged 8.3% lower than the first nine months of 2002. Credit markets continued to improve along with actions to enhance the portfolio, resulting in EUR 7 million of gross credit related losses (exclusive of DAC adjustments) in the third quarter of 2003. These losses totalled EUR 133 million for the first nine months of 2003, or 27 basis points annualised, compared to EUR 342 million in 2002 at constant exchange rates. Relative to the first nine months of 2002, increased prepayments on mortgage backed securities and lower investment yields resulted in compressed margins despite crediting actions. In the third quarter, continuing credit rate actions and slightly improving yields held this development constant from the second quarter. Margin compression resulted in an unfavourable variance of EUR 232 million compared to the first nine months of 2002. Operating profit before tax was EUR 55 million lower in the reinsurance business unit, driven by a high number of mortality claims. At constant exchange rates US gross premiums, excluding Guaranteed Investment Contracts, were 12.8% lower than the prior year due to reduced fixed annuity sales reflecting continued pricing discipline in a low interest rate environment. CANADA The Canadian operations reported a strong operating profit before tax of EUR 129 million, which was 50% higher than the nine-month period in 2002, at current exchange rates. These results were due to favourable loss experience and 10.4% organic premium growth. The combined ratio improved from 95.7% in the first nine months 2002 to 93.9% in the same period this year. LATIN AMERICA Results for Argentina, Brazil, Chile, Mexico and Peru of EUR 194 million, were comparable to the prior year period at current exchange rates. The lower results in Argentina and the lost income from the sale of the insurance business in the Netherlands Antilles in the fourth quarter of 2002 partly dampened the benefit of Mexico's higher operating profit. ASIA In Asia, the operating profit before tax increased significantly by 41.1% in local currencies (35% in euro). ING Life Korea (+80%) was the main contributor to this rapid profit growth. Underpinning this is the 54% growth in premium income and favourable claims experience. The life operations in Taiwan, Japan, Malaysia and Hong Kong also recorded premium growth of 12% in local currencies. Results were higher due to favourable claims experience and active expense management, despite lower investment income due to low interest rates. In 2003, Taiwan has started to accrue EUR 50 million a year for additional reserve against a prolonged low interest environment. This is also being partly compensated by favourable claims experience and active expense management. Page 12 of 30 AUSTRALIA In Australia, the operating profit before tax in local currency, and excluding the operational gain from the ANZ transaction in 2002, increased by 42% to EUR 98 million. Ongoing efforts to control expenses at ING Australia offset lower fees from assets under management due to industry-wide weak fund flows. The results of QBE Mercantile Mutual, the non-life joint venture with QBE in Australia improved by 56% in local currencies due to a firmer market for pricing and favourable claims experience. OTHER Result improved mainly due to the unallocated one-off gain from old reinsurance activities. 2.2. BANKING OPERATIONS OPERATING NET PROFIT Operating net profit of the banking operations grew strongly by 41.4% from EUR 850 million in the first nine months 2002 to EUR 1,202 million. The operating net profit in the third quarter 2003 was EUR 399 million, slightly below the EUR 405 million in the second quarter 2003, but 168% higher than the EUR 149 million in the corresponding quarter in 2002. ------------------------------------------------------------------------------------ TABLE 6. OPERATING PROFIT BEFORE TAX OF THE BANKING OPERATIONS First nine FIRST NINE months MONTHS % in EUR x million 2002 2003 change ------------------------------------------------------------------------------------ Interest result 5,583 6,059 8.5 Income from securities and participating interests 289 61 -78.9 Commission 1,993 1,810 -9.2 Results from financial transactions 482 547 13.5 Other results 300 219 -27.0 ----- ----- TOTAL INCOME 8,647 8,696 0.6 Personnel expenses 3,695 3,460 -6.4 Other expenses 2,670 2,532 -5.2 ----- ----- TOTAL EXPENSES 6,365 5,992 -5.9 GROSS RESULT 2,282 2,704 18.5 Additions to the provision for loan losses 925 855 -7.6 ----- ----- OPERATING PROFIT BEFORE TAX 1,357 1,849 36.3 EFFICIENCY RATIO* 70.1% 66.8% ------------------------------------------------------------------------------------* Excluding ING Direct and restructuring provisions OPERATING PROFIT BEFORE TAX The operating profit before tax of the banking operations improved by EUR 492 million (+36.3%) to EUR 1,849 million. Next to a EUR 70 million lower addition to the provision for loan losses, gross result rose by EUR 422 million or 18.5%. The strong increase of the gross result was largely caused by EUR 373 million or 5.9% lower expenses, including the impact of restructuring provisions created in 2002 (EUR 128 million for the international wholesale banking activities) and 2003 (EUR 82 million, whereof EUR 30 million for ING BHF-Bank, EUR 15 million for ING Bank France and EUR 37 million for the international wholesale banking activities). Total income increased by EUR 49 million or 0.6%. Higher interest results, mainly due to higher volumes, were to a large extent offset by lower securities related commissions and substantially lower income from securities and participating interests (which included in 2002 an exceptional one-off gain of EUR 94 million on the sale of Cedel shares). Both income and expenses were affected by the appreciation of the euro against most currencies. Excluding currency fluctuations and the acquisition of Toplease and ING Vysya Bank, operating Page 13 of 30 profit before tax rose organically by 37.6% (income +3.1%, expenses -3.7%). Also excluding one-offs, the operating profit before tax improved by 40.1%. Most banking units reported improved results. The operating profit before tax of ING Direct improved from a loss of EUR 63 million in the first nine months 2002 to a profit of EUR 93 million this year, whereof EUR 62 million in the third quarter of 2003. The results of ING BHF-Bank and ING Bank Slaski, however, decreased. THIRD QUARTER 2003 VERSUS SECOND QUARTER 2003 Compared to the second quarter 2003 (EUR 614 million), operating profit before tax in the third quarter rose by EUR 25 million to EUR 639 million (+4.1%). Total income was EUR 33 million higher, while the addition to loan loss provisions decreased by EUR 50 million to EUR 240 million (annualised 39 basis points of average credit risk weighted assets). Total expenses increased by EUR 58 million. Included in this quarter's expenses is the creation of a EUR 37 million restructuring provision for international wholesale banking. This provision relates to the further Equity Markets back-office and data-centre consolidation on a pan-European scale. INTEREST RESULT Compared to the first nine months 2002 the interest result increased substantially by EUR 476 million or 8.5% to EUR 6,059 million, mainly due to a EUR 38 billion higher average balance sheet total. The interest margin improved to 1.60% compared to 1.59% in the same period last year. The continued strong growth of ING Direct (with an interest margin of approximately 1%) had a mitigating effect on the total interest margin development. On a quarter-by-quarter basis, the interest margin improved from 1.55% in the second quarter to 1.62% in the third quarter 2003, supported by a steepening of the average gap between the short and long term interest rates. BANK LENDING At the end of September 2003, bank lending was EUR 19.7 billion or 6.9% higher compared to year-end 2002. Corporate bank lending and personal lending rose by EUR 10.6 billion and EUR 9.1 billion respectively. In the third quarter of 2003, bank lending increased by EUR 16.0 billion. Almost half of this increase can be attributed to ING Direct partly as a result of the consolidation of Entrium as from August 2003. FUNDS ENTRUSTED Fund entrusted to and debt securities of the banking operations rose by EUR 52.6 billion or 16.4% to EUR 372.4 billion to a large extent caused by the continued strong growth of ING Direct. INCOME FROM SECURITIES AND PARTICIPATING INTERESTS Income from securities and participating interests dropped from EUR 289 million in the first nine months 2002 to EUR 61 million. Last years' figure included an exceptional profit of EUR 94 million on Cedel shares. The remainder of the decrease is largely attributable to ING BHF-Bank. COMMISSION Total commission decreased by EUR 183 million or 9.2%. Commission from securities business dropped by EUR 84 million (-15.0%) due to the lower activity level on the stock markets. The continued reluctance of (private) clients to invest in securities also led to a decline in management fees (-17.3%) and brokerage and advisory fees (-15.7%). Funds transfer commission was 5.9% lower, while insurance broking commission was more or less unchanged. The 18.5% increase in 'other' commission contained, among others, higher commission from leasing, factoring and bank guarantees. Page 14 of 30 ---------------------------------------------------------------------------- TABLE 7. COMMISSION First nine FIRST NINE % In EUR x million months MONTHS change 2002 2003 ---------------------------------------------------------------------------- Funds transfer 472 444 -5.9 Securities business 560 476 -15.0 Insurance broking 87 86 -1.1 Management fees 525 434 -17.3 Brokerage and advisory fees 127 107 -15.7 Other 222 263 18.5 ----- ----- TOTAL 1,993 1,810 -9.2 ---------------------------------------------------------------------------- RESULTS FROM FINANCIAL TRANSACTIONS On balance, results from financial transactions increased by EUR 65 million (+13.5%) but there are strong fluctuations between the separate lines, which are to a large extent interrelated. Especially ING Belgium reported higher results from financial transactions due to very good Financial Markets results. Higher results from financial transactions were also reported by ING BHF-Bank, Furman Selz and ING Bank Nederland. The international wholesale banking units, however, showed a decrease (lower results in the Netherlands and the UK were partly offset by higher results in the Americas). Compared to the first nine months 2002, the lower results from securities trading and currency trading were more than compensated by higher other results from financial transactions, especially related results from derivatives trading. ---------------------------------------------------------------------------- TABLE 8. RESULTS FROM FINANCIAL TRANSACTIONS First nine FIRST NINE % in EUR x million months MONTHS change 2002 2003 ---------------------------------------------------------------------------- Result from securities trading portfolio 325 248 -23.7 Result from currency trading portfolio 218 72 -67.0 Other -61 227 n.a. --- --- TOTAL 482 547 13.5 ---------------------------------------------------------------------------- OTHER RESULTS Compared to the first nine months 2002, Other results decreased by EUR 81 million or 27.0% to EUR 219 million, to a large extent caused by lower results from real estate. TOTAL EXPENSES Total expenses decreased by EUR 373 million (-5.9%) to EUR 5,992 million. Organically, i.e. excluding currency fluctuations and the consolidation of Toplease and ING Vysya Bank, expenses decreased by EUR 225 million or 3.7%. Without taking into account the restructuring provisions created in 2002 and 2003 (EUR 128 million and EUR 82 million respectively) and the continuously expanding ING Direct (expenses rose by EUR 114 million at comparable exchange rates) the decrease was even 5.3%, reflecting the progress made in reducing the cost base. On the same basis, personnel expenses decreased by EUR 203 million or 5.9%. A reduction of the average headcount by 3,100 full-timers, lower bonus accruals and lower expenses for third-party staff more than offset the impact of the collective labour agreement and higher pension costs mainly in the Netherlands. Other expenses were 4.2% lower compared to the first nine months 2002. Page 15 of 30 EFFICIENCY RATIO Excluding the expanding ING Direct operations and restructuring provisions, the efficiency ratio (total expenses as a percentage of total income) improved from 70.1% in the first nine months 2002 to 66.8% in the first nine months 2003. The comparable full year 2002 efficiency ratio was 71.0%. ADDITIONS TO THE PROVISION FOR LOAN LOSSES In the third quarter 2003 ING Bank added EUR 240 million to the provision for loan losses, the lowest level since the third quarter 2001 (EUR 225 million) and EUR 50 million below the addition in the second quarter 2003. The total addition in the first nine months 2003 amounted to EUR 855 million, a decrease of EUR 70 million compared to a year ago. Loan loss provisioning equalled 47 basis points (annualised) of average credit risk weighted assets against 59 basis points for the full year 2002. RISK ADJUSTED RETURN ON CAPITAL The Risk adjusted Return on Capital (RAROC) measures performance on a risk-adjusted basis. RAROC is calculated as the economic return divided by economic capital. The economic returns of RAROC are based on the principles of valuation and calculation of results applied in the annual accounts. The credit risk provisioning is replaced by statistically expected losses reflecting average credit losses over the entire economic cycle. ING Group continues to develop and refine the models supporting the RAROC calculations. ING Direct is excluded. -------------------------------------------------------------------------------- TABLE 9. RAROC BANKING OPERATIONS, EXCLUDING ING DIRECT RAROC (pre-tax) Economic capital in % in EUR x billion Full year FIRST NINE Full year FIRST NINE 2002* MONTHS 2002* MONTHS 2003 2003 -------------------------------------------------------------------------------- MC Netherlands 38.4 45.5 4.8 4.5 MC South West Europe 17.0 22.9 3.4 3.0 MC Germany -3.5 -2.2 1.4 1.4 MC Central Europe 9.5 13.2 1.0 0.8 MC UK/Americas/Asia -0.4 8.9 3.1 2.0 Other -64.9 -56.2 0.8 1.1 --- --- TOTAL BANKING OPERATIONS 13.2 18.9 14.5 12.8 Wholesale 10.1 14.1 11.8 10.4 Retail 26.4 39.1 2.7 2.4 -------------------------------------------------------------------------------- * Restated following a redefinition of the corporate line. The overall (pre-tax) RAROC figure of ING's banking operations was 18.9%, a strong improvement compared to the first nine months 2002 (14.3%) and the full year 2002 (13.2%) and above the hurdle of 18.5%. Next to a higher economic return, the improvement was caused by lower economic capital, due to a methodology refinement for business and operational risk, as well as lower market risk capital. Compared to full year 2002, the RAROC of the wholesale activities improved by 4.0%-point to 14.1%. The already good RAROC of the retail activities improved further from 26.4% in 2002 to 39.1% in the first nine months 2003. Page 16 of 30 CAPITAL ADEQUACY The tier-1 ratio of ING Bank N.V. was 7.44% at the end of September 2003 (year-end 2002: 7.31%). The solvency ratio (BIS ratio) was 11.18% against 10.98% at year-end 2002. Total risk weighted assets increased from EUR 247.3 billion at the end of December 2002 to EUR 255.5 billion at the end of September 2003, to a large extent caused by the expansion of ING Direct. ----------------------------------------------------------------------------------------- TABLE 10. GEOGRAPHICAL BREAKDOWN OF OPERATING INCOME AND OPERATING PROFIT BEFORE TAX FROM BANKING ACTIVITIES OPERATING INCOME OPERATING PROFIT BEFORE TAX First nine FIRST NINE First nine FIRST NINE months MONTHS % months MONTHS % in EUR x million 2002 2003 change 2002 2003 change ----------------------------------------------------------------------------------------- The Netherlands 3,807 4,004 5.2 1,163 1,280 10.1 Belgium 1,613 1,580 -2.0 454 437 -3.7 Rest of Europe 2,203 2,133 -3.2 -99 -86 n.a. North America 427 480 12.4 -148 35 n.a. Latin America* 219 136 -37.9 -22 114 n.a. Asia 293 269 -8.2 -23 33 n.a. Australia 79 94 19.0 34 45 32.4 Other 6 0 -2 -9 ----- ----- ----- ----- TOTAL 8,647 8,696 0.6 1,357 1,849 36.3 -----------------------------------------------------------------------------------------* Latin America = South America, including Mexico. GEOGRAPHICAL BREAKDOWN BANKING The operating profit before tax in the Netherlands increased by 10.1%. Higher income (+ 5.2%) and lower expenses (-0.7%, despite higher pension costs and the impact of a new collective labour agreement) more than compensated for increased risk costs. Operating profit before tax in Belgium was 3.7% lower. However, abstracted from the exceptional profit on Cedel-shares realised in the first nine months 2002 (EUR 64 million booked in Belgium) operating profit before tax rose by 12.1%. Although slightly improved, the performance in the Rest of Europe, especially in Germany and Poland, was still disappointing. The reduction of the expenses (negatively impacted by the EUR 82 million restructuring provision created in 2003 against EUR 60 million restructuring provision in 2002) could only partly compensate for lower income and higher risk costs. The operating profit before tax in the third quarter, however, was positive again. In North America operating profit before tax improved strongly by EUR 183 million. Next to lower risk costs, notably ING Direct and Furman Selz contributed to the improvement. The turn-around of the operating profit before tax in Latin America was entirely caused by lower risk costs (in first nine months 2002 high due to Argentina provisioning). The strong decrease in income was partly compensated by lower expenses (in 2002 including EUR 20 million restructuring provision). The improvement in Asia can be attributed to lower expenses (in 2002 high due to EUR 41 million restructuring provision) and a release of loan loss provisions. The operating profit before tax in Australia improved further mainly due to ING Direct. Page 17 of 30 3. RESULTS BY EXECUTIVE CENTRE ---------------------------------------------------------------------------- TABLE 11. OPERATING PROFIT BEFORE TAX BY EXECUTIVE CENTRE First FIRST % % organic in EUR x million nine months NINE MONTHS change change 2002 2003 ---------------------------------------------------------------------------- ING Group 3,755 4,325 15.2 19.3 - ING Europe 2,775 3,183 14.7 15.7 - ING Americas 690 757 9.7 26.6 - ING Asia/Pacific 475 323 -32.0 -32.1 - Other -185 62 n.a. n.a. ---------------------------------------------------------------------------- ING EUROPE ING Europe not only includes all of ING's European operations, but also the ING Direct business in Australia, Canada and the United States and the wholesale banking business outside Europe. As of 2003 the asset management business units ING Real Estate, Baring Asset Management, ING Trust, Parcom and Baring Private Equity Partners (previously part of ING Asset Management) are also included in ING Europe. The 2002 results per executive centre have been restated accordingly. The strong improvement of the operating profit before tax is for the greater part attributable to substantial higher banking results (+35.6%). Lower risk costs, lower operating expenses and a higher interest result were the main drivers for this development. The insurance result deteriorated mainly because of the effect of one-off items and currency exchange rates. Excluding these effects the insurance result increased by 11.7%. Banking operations in the Netherlands and Belgium showed an excellent performance. However the results in Germany (ING BHF-Bank) and Poland (ING Bank Slaski), although somewhat improved in the third quarter, are still disappointing. The efficiency ratio (excluding ING Direct and restructuring expenses) improved from 68.2% to 65.1%. The insurance result, including the effect of one-offs, decreased mainly because of lower life results in the Netherlands. However life operations in Belgium and Poland performed well. The non-life results on the main markets Netherlands and Belgium continued to improve. The operating profit before tax from the newly included asset management businesses showed a strong increase of 26.2% to EUR 207 million. ING Direct continued its excellent performance. An operating loss before tax of EUR 63 million in the first nine months 2002 swung to an operating profit before tax of EUR 93 million in the same period this year. A favourable development of the interest result as well as the increasing number of customers and funds entrusted were the main drivers of this development. The operations in Canada, Australia, USA, Spain and Germany reported profits. ------------------------------------------------------------------------------------------------------- TABLE 12. ING DIRECT NUMBER OF CLIENTS FUNDS ENTRUSTED x 1,000 in EUR x billion Year- END OF Year- END OF end SEPTEMBER % end SEPTEMBER % 2002 2003 change 2002 2003 change *As from August 2003 including Entrium ------------------------------------------------------------------------------------------------------- Canada 684 861 25.9 5.1 7.0 37.3 Spain 610 730 19.7 6.0 8.8 46.7 Australia 475 667 40.4 4.1 6.4 56.1 France 270 316 17.0 6.3 7.5 19.1 USA 864 1,194 38.2 8.9 12.2 37.1 Italy 244 364 49.2 4.5 7.3 62.2 UK 212 7.3 Germany* 1,894 3,788 100.0 20.3 38.3 88.7 ----- ----- ---- ---- TOTAL 5,041 8,132 61.3 55.2 94.8 71.7 ------------------------------------------------------------------------------------------------------ Page 18 of 30 ING AMERICAS ING Americas' operating profit before tax was EUR 757 million for the first nine months of 2003, of which EUR 245 million was realised during the third quarter. Results were EUR 67 million (+9.7%) higher than the same period in 2002. Excluding the impact of the strengthening euro, results were 26.6% higher. Good results were driven by strong gains in the Canadian property and casualty business, improvements in the US equity and credit markets, and the solid performance of the Mexican operations which helped to counterbalance higher reinsurance claim volumes and spread compression resulting from the low interest rate levels in the US. ING ASIA/PACIFIC Excluding the EUR 225 million operating profit in 2002 due to the ANZ transaction, ING Asia/Pacific's operating profit before tax increased significantly by EUR 73 million to EUR 323 million (+29.2%). In local currencies, operating profit before tax rose by 38.1%. Main contributors to this higher result were the life and non-life operations in Australia and the life operation in South Korea. The operations in Taiwan, Japan, Malaysia and Hong Kong recorded a premium growth of 12% in local currencies. Investment income in these countries was lower than expected due to the low interest environment. In 2003 Taiwan has started to accrue EUR 50 million a year for additional reserves against a prolonged low interest environment. However, these negative factors are being compensated by favourable claims experience and active expense management in both the insurance and investment management companies. Start-up related losses have been reduced compared to the first nine months of 2002 partly reflecting ING's decision to focus on strategically important operations. Offsetting these positive developments was the lower attributable result from shareholdings in the two banks that form part of ING Asia/Pacific. OTHER Result improved mainly due to the unallocated one-off gain from old reinsurance activities. ---------------- The accounting principles applied in this document correspond with those applied in ING Group's Annual Accounts 2002. All figures in this document are unaudited. Certain of the statements contained in this release are statements of future expectations and other forward-looking statements. These expectations are based on management's current views and assumptions and involve known and unknown risks and uncertainties. Actual results, performance or events may differ materially from those in such statements due to, among other things, (i) general economic conditions, in particular economic conditions in ING's core markets, (ii) performance of financial markets, including emerging markets, (iii) the frequency and severity of insured loss events, (iv) mortality and morbidity levels and trends, (v) persistency levels, (vi) interest rate levels, (vii) currency exchange rates, (viii) general competitive factors, (ix) changes in laws and regulations, and (x) changes in the policies of governments and/or regulatory authorities. ING assumes no obligation to update any forward-looking information contained in this document. APPENDICES 1. Key figures 2. Consolidated profit and loss account, nine months 2003 vs. 2002 3. Consolidated profit and loss account, third quarter 2003 vs. 2002 4. Consolidated balance sheet and changes in shareholders' equity 5. Condensed consolidated statement of cash flows 6. Additional information: quarterly results, geographical breakdown, realised capital gains on real estate and bank lending 7. Assets under management 8. Consolidated balance sheet ING Verzekeringen N.V. 9. Consolidated balance sheet ING Bank N.V. 10. Information for shareholders Page 19 of 30 APPENDIX 1. KEY FIGURES FIRST NINE FIRST NINE MONTHS MONTHS 1999* 2000* 2001* 2002* 2002** 2003** ----------------------------------------------------------------------------------------------------------------- BALANCE SHEET (EUR x billion) Total assets 492.8 650.2 705.1 716.4 721.6 784.8 Investments 195.8 277.2 307.4 297.6 306.7 332.2 Lending 201.8 246.8 254.2 284.4 272.5 304.1 Insurance provisions 107.5 200.2 214.0 195.8 199.0 200.1 Shareholders' equity 34.6 25.3 21.5 18.3 16.5 19.6 RESULTS (EUR x million) Income insurance operations Premium income 22,412 29,114 50,460 52,284 39,711 34,167 Income from investments, commission and other income 7,308 9,193 12,617 13,053 9,454 8,821 ------ ------ ------ ------ ------ ------ 29,720 38,307 63,077 65,337 49,165 42,988 Income banking operations Interest 5,652 5,786 6,072 7,646 5,583 6,059 Commission 2,856 3,630 2,765 2,615 1,993 1,810 Other income 1,368 1,886 2,274 940 1,071 827 ------ ------ ------ ------ ------ ------ 9,876 11,302 11,111 11,201 8,647 8,696 Total income 39,584 49,568 74,163 76,521 57,801 51,622 Total expenditure 35,203 43,801 68,422 70,880 54,046 47,297 Operating profit before tax Insurance operations 2,400 3,162 3,571 4,173 2,398 2,476 Banking operations 1,981 2,605 2,170 1,468 1,357 1,849 ------ ------ ------ ------ ------ ------ Total 4,381 5,767 5,741 5,641 3,755 4,325 Operating net profit 3,229 4,008 4,252 4,253 2,713 3,012 Operating net profit excl. capital gains on shares 2,665 3,388 3,539 3,433 2,713 3,012 Net profit 4,922 11,984 4,577 4,500 3,578 3,007 Net profit available for ordinary shares 4,901 11,963 4,556 4,479 3,562 2,991 FIGURES PER ORDINARY SHARE OF EUR 0.24 NOMINAL VALUE Operating net profit 1.68 2.09 2.20 2.20 1.40 1.50 Net profit 2.56 6.27 2.37 2.32 1.85 1.50 Distributable net profit 1.84 2.56 2.20 2.20 1.72 1.50 Diluted net profit 2.52 6.18 2.35 2.32 1.85 1.50 Dividend 0.82 1.13 0.97 0.97 Dividend pay-out ratio 44.4% 43.9% 44.1% 44.1% Shareholders' equity 17.90 13.04 11.03 9.14 8.40 9.37 Diluted shareholders' equity 17.65 12.86 10.92 9.14 8.40 9.37 EMPLOYEES Average number of staff 86,040 92,650 111,998 113,056 112,180 115,386 Full time equivalents, end of period 88,931 108,965 113,143 116,215 111,732 114,995* Including capital gains on shares ** Excluding capital gains on shares Page 20 of 30 APPENDIX 2. CONSOLIDATED PROFIT AND LOSS ACCOUNT, NINE MONTHS 2003 VS. 2002 INSURANCE BANKING TOTAL* % OPERATIONS OPERATIONS CHANGE 2002 2003 2002 2003 2002 2003 in EUR x million FIRST NINE MONTHS FIRST NINE MONTHS FIRST NINE MONTHS ------------------------------------------------------------------------------------------------------------ Premium income 39,711 34,167 39,711 34,167 -14.0 Income from investments of the insurance operations 7,826 7,133 7,773 7,035 -9.5 Interest result banking operations 5,583 6,059 5,625 6,095 8.4 Commission 1,031 978 1,993 1,810 3,024 2,788 -7.8 Other income 597 710 1,071 827 1,668 1,537 -7.9 ------ ------ ----- ----- ------ ----- TOTAL OPERATING INCOME 49,165 42,988 8,647 8,696 57,801 51,622 -10.7 Underwriting expenditure 41,411 35,848 41,411 35,848 -13.4 Other interest expenses 932 951 921 889 -3.5 Total expenses 3,932 3,558 6,365 5,992 10,297 9,550 -7.3 Additions to the provision for loan losses/investment losses** 492 155 925 855 1,417 1,010 -28.7 ------ ------ ----- ----- ------ ----- TOTAL OPERATING EXPENDITURE 46,767 40,512 7,290 6,847 54,046 47,297 -12.5 OPERATING PROFIT BEFORE TAX 2,398 2,476 1,357 1,849 3,755 4,325 15.2 Taxation 465 584 330 497 795 1,081 36.0 Third-party interests 70 82 177 150 247 232 -6.1 ------ ------ ----- ----- ------ ----- OPERATING NET PROFIT 1,863 1,810 850 1,202 2,713 3,012 11.0 OPERATING NET PROFIT 1,863 1,810 850 1,202 2,713 3,012 11.0 Capital gains shares 615 -5 615 -5 Gain on joint-venture ANZ 250 250 ------ ------ ------ NET PROFIT 2,728 1,805 850 1,202 3,578 3,007 -16.0* Including inter-company eliminations. ** In order to increase transparency, investment losses of the insurance operations are specified separately in the line Addition to the provision for loan losses / investment losses. All figures have been restated accordingly. Page 21 of 30 APPENDIX 3. CONSOLIDATED PROFIT AND LOSS ACCOUNT, THIRD QUARTER 2003 VS. 2002 INSURANCE BANKING TOTAL* % OPERATIONS OPERATIONS CHANGE in EUR x million 2002 2003 2002 2003 2002 2003 THIRD QUARTER THIRD QUARTER THIRD QUARTER ---------------------------------------------------------------------------------------------------------------------- Premium income 11,551 10,362 11,551 10,362 -10.3 Income from investments of the insurance operations 2,633 2,329 2,611 2,269 -13.1 Interest result banking operations 1,950 2,142 1,969 2,163 9.9 Commission 293 339 606 578 899 917 2.0 Other income 132 361 223 199 355 560 57.7 ------ ------ ----- ----- ------ ------ TOTAL OPERATING INCOME 14,609 13,391 2,779 2,919 17,385 16,271 -6.4 Underwriting expenditure 12,252 10,995 12,252 10,995 -10.3 Other interest expenses 262 417 259 378 45.9 Total expenses 1,214 1,181 2,205 2,040 3,419 3,221 -5.8 Additions to the provision for loan losses/investment losses** 114 18 300 240 414 258 -37.7 ------ ------ ----- ----- ------ ------ TOTAL OPERATING EXPENDITURE 13,842 12,611 2,505 2,280 16,344 14,852 -9.1 OPERATING PROFIT BEFORE TAX 767 780 274 639 1,041 1,419 36.3 Taxation 130 201 69 202 199 403 102.5 Third-party interests 17 34 56 38 73 72 -1.4 ------ ------ ----- ----- ------ ------ OPERATING NET PROFIT 620 545 149 399 769 944 22.8 OPERATING NET PROFIT 620 545 149 399 769 944 22.8 Negative value adjustment shares 23 23 Capital gains 205 10 205 10 Gain on ANZ joint venture -233 -233 ------ ------ NET PROFIT 592 555 149 422 741 977 31.9* Including inter-company eliminations. ** In order to increase transparency, investment losses of the insurance operations will be specified separately in the line Addition to the provision for loan losses / investment losses. All figures have been restated accordingly. Page 22 of 30 APPENDIX 4. CONSOLIDATED BALANCE SHEET ING GROEP N.V. in EUR x million 31 DECEMBER 2002 30 SEPTEMBER 2003 % CHANGE ------------------------------------------------------------------------------------------- Assets Tangible fixed assets 1,415 1,288 -9.0 Participating interests 2,883 3,492 21.1 Investments 297,581 332,214 11.6 Lending 284,448 304,080 6.9 Banks 45,682 59,537 30.3 Cash 11,421 7,956 -30.3 Other assets 51,186 54,375 6.2 Accrued assets 21,754 21,838 0.4 ------- ------- TOTAL 716,370 784,780 9.5 Equity and liabilities Shareholders' equity 18,254 19,633 7.6 Preference shares of Group companies 2,146 1,928 -10.2 Third-party interests 1,959 1,856 -5.3 ------- ------- Group equity 22,359 23,417 4.7 Subordinated loan 2,412 2,978 23.5 ------- ------- Group capital base 24,771 26,395 6.6 General provisions 3,489 3,402 -2.5 Insurance provisions 195,831 200,103 2.2 Funds entrusted to and debt securities of the banking operations 319,824 372,390 16.4 Banks 96,267 111,528 15.9 Other liabilities 65,397 61,907 -5.3 Accrued liabilities 10,791 9,055 -16.1 ------- ------- TOTAL 716,370 784,780 9.5 CHANGES IN SHAREHOLDERS' EQUITY SHAREHOLDERS' EQUITY AS PER 31 DECEMBER 2001 / 2002 21,514 18,254 in EUR x million Net profit / Operating net profit 4,500 3,012 Revaluations (after tax) -3,444 -507 Realised capital gains transferred to P&L account -1,040 Write-off of goodwill -1,176 -100 Exchange rate differences -1,041 -642 Exercise of warrants and stock options -2 Issue of shares 495 Changes in ING Groep N.V. shares held by group companies 822 46 Dividend paid -1,969 -943 Other 90 18 ------ ------ SHAREHOLDERS' EQUITY AS PER 31 DECEMBER 2002 / 30 SEPTEMBER 2003 18,254 19,633 Page 23 of 30 APPENDIX 5. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS 2002 2003 FIRST FIRST in EUR x million NINE MONTHS NINE MONTHS -------------------------------------------------------------------------------- Net cash flow from operating activities 27,013 23,727 Investments and advances: - participating interests -1,318 -246 - investments in shares and property -6,171 -4,756 - investments in fixed-interest securities -216,153 -269,119 - other investments -40 -49 Disposals and redemptions: - participating interests 595 208 - investments in shares and property 6,464 6,134 - investments in fixed-interest securities 180,389 227,418 - other investments 65 139 Net investment for risk of policyholders 9,485 -8,732 ----- ------ Net cash flow from investing activities -26,684 -49,003 Subordinated loans of Group companies 2,068 750 Bonds, loans taken up and deposits by reinsurers 1,460 -1,056 Private placements of ordinary shares 25 45 Issue of shares 0 471 Movements in shares ING Groep N.V. 97 6 Cash dividends -1,977 -927 ------ ---- Net cash flow from financing activities 1,673 -711 Net cash flow 2,002 -25,987 Cash at beginning of year 4,681 21,030 Exchange rate differences 1,504 2,392 ----- ----- CASH AT END OF PERIOD 8,187 -2,565 In this summary, cash comprises the following items: Short-dated government paper 6,565 7,147 Banks, available on demand -7,154 -17,668 Cash and bank balances and call money 8,776 7,956 CASH AT END OF PERIOD 8,187 -2,565 Page 24 of 30 APPENDIX 6. ADDITIONAL INFORMATION QUARTERLY RESULTS* 2002 2002 2002 2002 2003 2003 2003 in EUR x million Q1 Q2 Q3 Q4 Q1 Q2 Q3 ---------------------------------------------------------------------------------------------------------- Life 660 697 600 646 445 702 569 Non-life 120 154 167 126 167 382 211 ----- ----- ----- ---- ------ ------ ----- Total insurance operations 780 851 767 772 612 1,084 780 Total banking operations 546 537 274 111 596 614 639 ----- ----- ----- ---- ------ ------ ----- OPERATING PROFIT BEFORE TAX 1,326 1,388 1,041 883 1,208 1,698 1,419 OPERATING NET PROFIT 931 1,013 769 720 902 1,166 944 of which: Insurance operations 582 661 620 675 504 761 545 Banking operations 349 352 149 45 398 405 399 OPERATING NET PROFIT PER ORDINARY SHARE 0.48 0.52 0.40 0.37 0.46 0.58 0.46* Excluding capital gains/negative value adjustments shares and the gain on the joint venture with ANZ. GEOGRAPHICAL BREAKDOWN OF OPERATING INCOME AND OPERATING PROFIT BEFORE TAX OPERATING INCOME* OPERATING PROFIT BEFORE TAX First nine FIRST NINE First nine FIRST NINE months 2002 MONTHS 2003 % months 2002 MONTHS % in EUR x million change 2003 change ----------------------------------------------------------------------------------------------------- The Netherlands 12,189 13,029 6.9 2,277 2,301 1.1 Belgium 3,546 3,677 3.7 507 509 0.4 Rest of Europe 3,601 3,424 -4.9 10 37 270.0 North America 28,656 22,705 -20.8 352 614 74.4 Latin America** 3,350 2,296 -31.5 234 308 31.6 Asia 4,978 5,058 1.6 153 271 77.1 Australia 1,819 1,356 -25.5 330 143 -56.7 Other 334 541 62.0 -108 142 n.a ------ ------ ----- ----- 58,473 52,086 -10.9 3,755 4,325 15.2 Income between areas -672 -464 n.a. ------ ------ ----- ----- TOTAL 57,801 51,622 -10.7 3,755 4,325 15.2* After eliminations. ** Latin America = South America, including Mexico. SPECIFICATION OF REALISED CAPITAL GAINS ON REAL ESTATE 2002 2003 % in EUR x million FIRST NINE MONTHS FIRST NINE MONTHS CHANGE -------------------------------------------------------------------------------- Life insurance 219 275 25.6 Non-life insurance 17 16 -5.9 -- -- Total before taxation 236 291 23.3 Taxation/third parties 86 112 30.2 -- --- NET 150 179 19.3 BANK LENDING in EUR x billion 31 DECEMBER 2002 30 SEPTEMBER 2003 % CHANGE -------------------------------------------------------------------------------- - Public authorities 14.2 16.6 16.9 - Other corporate 162.0 170.2 5.1 ----- ----- Total corporate 176.2 186.8 6.0 - Mortgages 92.5 99.9 8.0 - Other personal 15.7 17.4 10.8 ---- ---- Total personal 108.2 117.3 8.4 TOTAL BANK LENDING 284.4 304.1 6.9 Page 25 of 30 APPENDIX 7. ASSETS UNDER MANAGEMENT ASSETS UNDER MANAGEMENT BY CLIENT CATEGORY in EUR x billion 31 DECEMBER 2002 30 SEPTEMBER 2003 % change -------------------------------------------------------------------------------- Private clients 161.1 179.1 11.2 Institutional clients 128.9 125.9 -2.3 ----- ----- Third parties 290.0 305.0 5.2 Internal clients 159.0 149.7 -5.8 ----- ----- Total 449.0 454.7 1.3 Share of third parties 64.6% 67.1% ASSETS UNDER MANAGEMENT BY ASSET CLASS 31 DECEMBER 2002 Equity Fixed income Real Estate Cash 34% 57% 6% 3% 30 SEPTEMBER 2003 Equity Fixed income Real Estate Cash 33% 55% 6% 6% ASSETS UNDER MANAGEMENT BY EXECUTIVE CENTRE in EUR x billion 31 DECEMBER 2002 30 SEPTEMBER 2003 % change -------------------------------------------------------------------------------- EC Europe 235.1 244.0 3.8 EC Americas 176.6 170.9 -3.2 EC Asia/Pacific 37.3 39.8 6.7 ---- ---- Total 449.0 454.7 1.3 Page 26 of 30 APPENDIX 8. CONSOLIDATED BALANCE SHEET ING VERZEKERINGEN N.V. in EUR x million 31 DECEMBER 2002 30 SEPTEMBER 2003 % CHANGE -------------------------------------------------------------------------------- Assets Tangible fixed assets 382 336 -12.0 Participating interests 1,143 1,577 38.0 Investments 214,807 217,687 1.3 Cash 3,221 1,767 -45.1 Other assets 8,652 8,635 -0.2 Accrued assets 13,605 13,030 -4.2 ------ ------ TOTAL 241,810 243,032 0.5 Equity and liabilities Shareholders' equity 10,827 11,734 8.4 Third-party interests 1,163 1,297 11.5 Subordinated loans 2,727 2,678 -1.8 ----- ----- Group equity 14,717 15,709 6.7 General provisions 2,197 2,037 -7.3 Insurance provisions 195,831 200,103 2.2 Other liabilities 27,355 24,196 -11.5 Accrued liabilities 1,710 987 -42.3 ----- --- TOTAL 241,810 243,032 0.5 Page 27 of 30 APPENDIX 9. CONSOLIDATED BALANCE SHEET ING BANK N.V.* % in EUR x million 31 DECEMBER 2002 30 SEPTEMBER 2003 CHANGE -------------------------------------------------------------------------------------------- Assets Cash 8,782 6,543 -25.5 Short-dated government paper 8,398 7,148 -14.9 Banks 45,682 59,671 30.6 Loans and advances 284,638 304,360 6.9 Interest-bearing securities 99,994 135,413 35.4 Shares 8,020 9,332 16.4 Other participating interests 1,845 1,948 5.6 Property and equipment 6,184 5,677 -8.2 Other assets 5,919 4,772 -19.4 Accrued assets 7,649 8,386 9.6 ----- ----- TOTAL 477,111 543,250 13.9 Equity and liabilities Banks 96,267 111,528 15.9 Funds entrusted 247,115 299,908 21.4 Debt securities 75,493 73,261 -3.0 Other liabilities 17,636 17,619 -0.1 Accrued liabilities 8,759 7,826 -10.7 General provisions 1,597 1,684 5.4 ----- ----- 446,867 511,826 14.5 Fund for general banking risks 1,233 1,278 3.6 Subordinated liabilities 13,175 14,076 6.8 Shareholders'equity 14,664 15,047 2.6 Third-party interests 744 567 -23.8 Capital and reserves of Stichting Regio Bank 428 456 6.5 --- --- Group equity 15,836 16,070 1.5 Group capital base 30,244 31,424 3.9 ------ ------ TOTAL 477,111 543,250 13.9* The accounting principles applied in this balance sheet correspond with those applied in ING Bank N.V.'s Annual Accounts 2002. Page 28 of 30 APPENDIX 10. INFORMATION FOR SHAREHOLDERS SHARES AND WARRANTS The average number of shares used for the calculation of net profit per share for the first nine months 2003, was 1,993.8 million (1,925.8 million for the first nine months 2002). The number of (depositary receipts for) ordinary shares of EUR 0.24 nominal value outstanding at the end of September 2003 was 2,091.4 million (including 27.5 million own shares to cover outstanding options for ING personnel). The number of (depositary receipts for) preference shares of EUR 1.20 nominal value outstanding at the end of September 2003 was 87.1 million. Until 1 January 2004, the dividend on these preference shares will amount to EUR 0.2405. On 5 January 1998, 17.2 million ING Group warrants B were issued. With an additional payment of the exercise price of EUR 49.92 one warrant B entitles the holder to two ING Group depositary receipts up to 5 January 2008. The number of warrants B outstanding at the end of September 2003 was 17.2 million. In the first nine months 2003, the turnover of (depositary receipts for) ordinary shares on the Euronext Amsterdam Stock Market was 2,296.2 million (purchases and sales). The highest closing price was EUR 19.00, the lowest EUR 8.70; the closing price at the end of September 2003 was EUR 15.70. LISTING The (depositary receipts for) ordinary shares ING Group are quoted on the exchanges of Amsterdam, Brussels, Frankfurt, Paris, New York (NYSE) and the Swiss exchange. The (depositary receipts for) preference shares and warrants B are quoted on the Euronext Amsterdam Stock Market. Warrants B are also quoted on the exchange of Brussels. Options on (depositary receipts for) ordinary shares ING Group are traded at the Euronext Amsterdam Derivative Markets and the Chicago Board Options Exchange. RATING ING Groep N.V. and ING Verzekeringen N.V. were downgraded by Standard & Poor's from AA- to A+ with a stable outlook on 21 November 2002. Moody's downgraded ING Groep N.V. and ING Verzekeringen N.V. from Aa2 to Aa3 on 8 April 2003. Both Moody's and Standard & Poor's reconfirmed the rating (respectively Aa2 and AA- with a stable outlook) for ING Bank N.V. in the reporting year. IMPORTANT DATES IN 2004*: o 19 February 2004: publication annual results 2003 o 15 March 2004: publication Annual Report 2003 on the Internet o 24 March 2004: publication Annual Report 2003 o 27 April 2004: Annual General Meeting of Shareholders, Circustheater, The Hague o 13 May 2004: publication results first three months 2004 o 5 August 2004: publication results first six months 2004 o 4 November 2004: publication results first nine months 2004 o All dates shown are provisional. Page 29 of 30 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized ING Groep N.V. (Registrant) By: /s/H. van Barneveld ------------------- H. van Barneveld General Manager Corporate Control & Finance By: /s/C.F. Drabbe -------------- C.F. Drabbe Assistant General Counsel Dated: November 14, 2003 Page 30 of 30