SECURITIES AND EXCHANGE COMMISSION

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For June 30, 2004

ING Groep N.V.

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).

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-84226) OF ING GROEP N.V. AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

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Table of Contents

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Introduction

PRESENTATION OF INFORMATION

In this Report on Form 6-K (“Form 6-K”), “ING Groep N.V.” refers to the ING holding company incorporated under the laws of the Netherlands, and references to “ING”, “ING Group”, the “Company” and the “Group” refer to ING Groep N.V. and its consolidated subsidiaries. ING Groep N.V.’s primary insurance and banking subholdings are ING Verzekeringen N.V. (together with its consolidated subsidiaries, “ING Insurance”) and ING Bank N.V. (together with its consolidated subsidiaries, “ING Bank”), respectively.

Unless otherwise specified or the context otherwise requires, references to “$”, “US$”, “Dollars”, “USD” and “U.S. Dollars” are to United States dollars and references to “EUR” are to euros.

CAUTIONARY STATEMENT WITH RESPECT TO FORWARD-LOOKING STATEMENTS

Certain of the statements contained in this Form 6-K that are not historical facts are statements of future expectations and other forward-looking statements that are based on management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Actual results, performance or events may differ materially from those in such statements due to, without limitation,

ING assumes no obligation to update any forward-looking information contained in this release.

RECENT DEVELOPMENTS

The net profit presented in accordance with Dutch GAAP for the six months ended June 30, 2004, as announced on August 5, 2004, has been reduced by EUR 164 million to reflect the impact of the study of the mortality experience of ING’s individual reinsurance business in the United States confirmed after finalization of the Dutch GAAP six months 2004 interim financial statements. For purposes of this Form 6-K, ING has recognized this charge in the second quarter of 2004, rather than the third quarter as previously announced. Net profit for the six months ended June 30, 2004 as orginally reported was EUR 2,843 million. The net profit including the effect of the event after balance sheet date is EUR 2,679 million, discussed below in more detail.

ING Group announced it has decided to exit the individual life reinsurance business in the United States as part of its ongoing strategy to focus on core businesses. As a result, ING has signed a co-insurance agreement with Scottish Re. The transaction with Scottish Re is structured such that Scottish Re will reinsure the individual life reinsurance business of ING Re, ING’s individual life reinsurance company based in Denver, Colorado and Fort Wayne, Indiana. ING will transfer all assets and reinsure the liabilities of the business through Scottish Re. ING will also pay Scottish Re a ceding commission of EUR 450 million (USD 560 million). Assets will be held in trust for the benefit of ING Re reinsureds and Scottish Re will manage the assets within agreed investment guidelines. Scottish Re will assume the

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obligations of the business, including client service, administration and claims payments. All future business after the closing of the transaction will be written by Scottish Re. The decision completes the strategic review of the individual life reinsurance business and the study of the mortality assumptions at the unit announced earlier this year. The agreement with Scottish Re, which is expected to be completed in the fourth quarter, will lead to a loss for ING of approximately EUR 500 million after tax, including the ceding commission mentioned above. Of that EUR 500 million, ING has taken a charge of EUR 164 million after tax in the second quarter of 2004 for purposes of this 6-K, instead of the third quarter as recently announced, to reduce deferred acquisition costs because of mortality experience in the business. Of the remaining EUR 336 million after tax, EUR 100 million will be taken as a charge in the fourth quarter primarily to write off a tax asset that will not be realisable as a result of the transaction. The remaining EUR 236 million will be amortised over the life of the business, resulting in a charge to the profit & loss account of EUR 25 million in 2005 and gradually decreasing in subsequent years as the business runs off. The transaction is expected to reduce the capital requirements of ING’s U.S. insurance business by EUR 700 million, improve ING Group’s debt/equity ratio by 20 basis points and increase the capital coverage ratio of ING Insurance by 19 percentage-points. The transaction is subject to regulatory approvals and is expected to close by year-end. ING’s Minneapolis-based group reinsurance business is not affected by the transaction.

On October 29, 2004, ING Canada Inc. announced that it has filed a Preliminary Prospectus with the Canadian securities regulatory authorities in connection with an initial public offering by ING Canada of its Common Shares in Canada. ING Bank of Canada, known of ING Direct, is not part of the proposed initial public offering. Proceeds of the offering will be used to fund the on October 8, 2004, announced proposed acquisition of Allianz Canada, to repay certain amounts to ING Groep N.V. and for general corporate purposes. After giving effect to the completion of the offering, it is expected that ING Groep N.V. will hold a significant controlling interest of ING Canada. This release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the common shares of ING Canada Inc. in any jurisdiction in which such offer, solicitation or sale would be unlawful. Such shares have not been and will not be registered under the U.S. Securities Act of 1933, and may not be offered or sold in the United States except pursuant to an exception from the registration requirements of such Securities Act.

On October 8, 2004, ING Group and Allianz Group (Germany) announced that ING Canada has concluded a definitive share purchase agreement for the acquisition of Allianz’s property and casualty (P&C) insurance operations in Canada. Under the terms of the agreement, ING will acquire Allianz of Canada and its subsidiaries. This transaction will be subject to regulatory approvals. As a result of the transaction, ING’s gross written premiums in Canada will increase by approximately EUR 380 million to reach more than EUR 2.5 billion. More than 800 employees from Allianz Canada will transfer to ING.

On September 30, 2004, ING Group announced that it reached an agreement in principal with Sal. Oppenheim (Germany) about the sale of parts of ING BHF-Bank. Closing of the transaction is expected at year-end 2004.

On September 1, 2004, ING Group and Beijing Capital Group Company Ltd. announced that their joint venture, ING Capital Life Insurance Company, received approval from the China Insurance Regulatory Committee to establish a branch office in Beijing.

On June 16, 2004, ING Group issued EUR 1 billion euro-denominated perpetual subordinated bonds, called ING Perpetuals III, for private banking clients in the Netherlands and Belgium. ING Group used $500 million to redeem the 7.70% Non-cumulative Guaranteed Trust Preferred Securities issued by ING Capital Funding Trust I (issued in 1999), the remainder is being used to strengthen ING Bank’s Tier-1 capital and for regular financing of ING’s banking activities.

As from June 1, 2004, ING Group introduced a new management structure that will simplify the organization to improve transparency and accountability throughout the Company. The new structure will be organized along six business lines. The key executives will report directly to the responsible member of the Executive Board. The regional Executive Committees for Europe, the Americas and Asia/Pacific and the local Management Committees were eliminated, shortening reporting lines, improving flexibility for fast-decision making and increasing accountability for performance. The six business lines are:

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CHANGES IN COMPOSITION OF THE GROUP

On July 20, 2004, ING announced it intends to enter into an agreement with Bank Van Lanschot (the Netherlands) on the sale of CenE Bankiers. The divestment is a result of ING’s active management and alignment of its portfolio of businesses. On October 1, 2004 ING announced it had finalised the sale.

On May 13, 2004, ING announced that it had entered into a letter of intent regarding the sale of its Australian non-life interests to QBE Insurance Group Ltd. (Australia) of Mercantile Mutual Insurance (Australia) Ltd., Mercantile Mutual Insurance (Workers Compensation) Ltd. and its 50% stake in the QBE Mercantile mutual joint venture for Australian $ 740 million. An additional Australian $ 25 million is payable by QBE in February 2007 subject to the run off of pre-joint venture net insurance liabilities. The sale was completed on June 30, 2004.

On March 5, 2004, ING Real Estate made a public offer of EUR 18.00 per share in cash for all issued and outstanding shares of Rodamco Asia N.V (“Rodamco Asia”). At the end of May 2004, ING Real Estate owned 95.3% of the shares of Rodamco Asia and is currently in the process of delisting the company. As a result of this acquisition, assets under management of ING Group increased approximately by EUR 800 million.

CHANGES IN PRESENTATION

As from January 1, 2004, premiums received on Guaranteed Investment Contracts (GICs) are no longer included in premium income and underwriting expenses. This change is in line with international practice and has no effect on net result. The comparative figures have been adjusted accordingly.

EXCHANGE RATES

The following table sets forth, for the periods and dates indicated, certain information concerning the exchange rate for U.S. dollars into euros based on the Noon Buying Rate in New York City for cable transfers in euros as certified for customs purposes by the Federal Reserve Bank of New York (the “Noon Buying Rate”).

The Noon Buying Rate at such dates differed from the rates used in the preparation of ING’s Consolidated Financial Statements. The rate used by ING Group in translating U.S. dollar denominated assets and liabilities as at June 30, 2004 was EUR 1.00 = US$ 1.2148 (December 31, 2003: EUR 1.00 = US$ 1.2616). The average rate used by ING Group in translating U.S. dollar denominated income and expenses for the six months ending June 30, 2004 was EUR 1.00 = US$ 1.2277 (six months ending June 30, 2003: EUR 1.00 = US$ 1.1053).

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CONSOLIDATED RESULTS OF OPERATIONS

The following table sets forth the consolidated results of operations of ING Group for the six months ended June 30, 2004 and 2003:

The following table sets forth the profit before tax of the Group’s consolidated operations by business line for the six months ended June 30, 2004 and 2003:

Total income. Total income of ING Group for the six months ended June 30, 2004 increased by EUR 1,575 million, or 4.9% to EUR 33,930 million, from EUR 32,355 million for the six months ended June 30, 2003, reflecting an increase in income from the Group’s insurance and banking operations of 3.6% and 11.3%, respectively.

Total expenditure. Total expenditure for the six months ended June 30, 2004 increased by EUR 614 million, or 2.1%, to EUR 30,106 million, from EUR 29,492 million for the six months ended June 30, 2003, reflecting an increase in expenditure for the Group’s insurance operations of 3.2% and a decrease in the banking operations of 3.1%.

Profit before tax. The profit before tax of the Group for the six months ended June 30, 2004 increased by EUR 963 million, or 33.6%, to EUR 3,826 million, from EUR 2,863 million for the six months ended June 30, 2003, reflecting an increase of 10.1% and 66.8%, respectively, for the Group’s insurance and banking operations. The three banking business lines increased strongly, driven by a sharp decline in risk costs and higher income. The insurance business in the Americas decreased, on balance driven by exceptionally strong results from non-life insurance in Canada, higher life insurance sales, which was partially offset by the charge on the decision to exit the individual life reinsurance business in the United States. Asia/Pacific posted a higher profit, due to higher life insurance sales in Asia and a gain on the sale of ING’s non-life joint venture in Australia. Profit from insurance operations in Europe declined due to lower results in the Netherlands.

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Taxation. The Group’s taxes for the six months ended June 30, 2004 increased to EUR 1,005 million from EUR 673 million for the six months ended June 30, 2003. This represents an increase in the overall effective tax rate to 26.3% for the six months ended June 30, 2004, from 23.5% for the six months ended June 30, 2003, mainly due to the impact of a sizeable deferred tax benefit of the insurance operations in the Netherlands in the first six months of 2003.

Net profit. Net profit for the six months ended June 30, 2004 increased by EUR 649 million, or 32.0%, to EUR 2,679 million from EUR 2,030 million for the six months ended June 30, 2003. The effect of exchange rate movements between the euro and certain of the Group’s other primary operating currencies had a negative effect on Group net profit in the first six months of 2004 of EUR 46 million. That was partially offset by a gain of EUR 87 million after tax on the U.S. dollar hedge, compared with a gain of EUR 54 million on the hedge in the first six months ended June 30, 2003. ING has hedged the expected profits in U.S. dollar and dollar-linked currencies for the remainder of 2004.

Capital base. As of June 30, 2004, the capital base of ING Insurance amounted to EUR 17.1 billion, which is 182% of the legally required level of EUR 9.4 billion (year-end 2003: 180%). The tier-1 ratio of ING Bank N.V. was 7.65% at the end of June 2004 (year-end 2003: 7.59%) well above the regulatory required minimum level of 4%.

Operating results. ING Group evaluates the results of its insurance operations and banking operations using non-GAAP financial performance measures called operating profit before tax and operating net profit and operating income and operating expenses, which are components of operating net profit and operating profit before tax. Operating net profit and operating profit before tax are defined as profit before tax and net profit, excluding:

While these excluded items are significant components in understanding and assessing the Group’s consolidated financial performance, ING Group believes that the presentation of operating results enhances the understanding and comparability of its performance by highlighting net income attributable to ongoing operations and the underlying profitability of the businesses. We believe that trends in the underlying profitability of ING Group’s businesses can be more clearly identified without the fluctuating effects of realized capital gains and losses on equity securities and the impact of the negative revaluation reserve on equity securities. These results are largely dependent on market cycles and can vary across periods. The timing of sales that would result in gains or losses is largely at the discretion of the Company. The realized gains on divestitures that are made with the purpose of using the proceeds to finance acquisitions are excluded because the timing of these gains is largely subject to the Company’s discretion, influenced by market opportunities and ING Group does not believe that they are indicative of future results. Operating profit before tax and operating net profit are not a substitute for profit before tax and net profit as determined in accordance with Dutch GAAP. ING Group’s definition of operating profit before tax and operating net profit may differ from those used by other companies and may change over time.

A reconciliation of (net) profit to operating profit before tax and operating (net) profit, by segment for the consolidated Group, for the six months ended June 30, 2004 and 2003 is provided on the next page:

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As from January 1, 2003, ING’s policy is to realise capital gains on equities depending on market opportunities, compared to its previous policy of realising such gains at a fixed and predetermined pace. The negative value adjustment on equity securities, which is charged to the profit and loss account, reflects unrealised losses (market value below cost price) on equity securities, due to overall market conditions.

CONSOLIDATED ASSETS AND LIABILITIES

The following table sets forth ING Group’s consolidated assets and liabilities at June 30, 2004 and December 31, 2003:

Total assets. Total assets increased by EUR 92.8 billion, or 11.9%, in the first six months of 2004 to EUR 871.6 billion from EUR 778.8 billion at December 31, 2003, reflecting, amongst others, increased lending of EUR 21.8 billion and increased investments of EUR 47.9 billion.

Bank lending. Bank lending increased by EUR 21.8 billion, or 7.5%, to EUR 314.4 billion at June 30, 2004. Of this amount EUR 186.4 billion is related to corporate lending and EUR 132.7 billion to personal lending.

Shareholders’ equity. Group shareholders’ equity increased by EUR 2.6 billion, or 12.2%, to EUR 23.9 billion at June 30, 2004 compared to EUR 21.3 billion at December 31, 2003. This increase was mainly due to retained net profit of EUR 2.6 billion.

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Results of operations by business segments

As noted above, in analysing the results of the Group’s insurance and banking operations, ING Group uses non-GAAP financial performance measures called operating profit before tax, operating net profit, total operating income and total operating expenditure. These measures exclude a number of items and the Group believes they provide a better understanding of the ongoing profitability of its operating business. See “Consolidated Results of Operations” for a description of operating results and a reconciliation for the segments of net profit to operating net profit. See page 28, for a reconciliation of the operating net profit of the Group’s insurance and banking operations to the Group’s consolidated net profit.

INSURANCE OPERATIONS

The Group’s insurance operations contributed EUR 1,806 million and EUR 1,696 million, respectively to the Group’s operating profit before tax for the six months ended June 30, 2004 and 2003, and EUR 1,305 million and EUR 1,265 million, respectively to the Group’s operating net profits in these periods. The decision to exit the individual life reinsurance business in the United States affected the operating profit before tax and the operating net profit for the six months 2004 by EUR 252 million and EUR 164 million, respectively. A gain on the sale of ING’s non-life joint venture in Australia affected the operating profit before tax for the six months ended June 30, 2004 by EUR 219 million (after tax by EUR 146 million). In addition, a few smaller acquisitions and divestments affected changes in income and profit. Furthermore, one-off gains from old reinsurance activities affected income and profit substantially: in six months 2004 profit before tax of EUR 96 million (after tax EUR 92 million) and in six months 2003 profit before tax of EUR 303 million (after tax EUR 247 million). The following table sets forth selected financial information for the Group’s consolidated insurance operations for the six months ended June 30, 2004 and 2003:

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Starting from the first quarter of 2004, Guaranteed Investment Contracts (GICs) are no longer included in premium income and underwriting expenditure, to bring reporting into line with practice at other insurers. Figures in the corresponding periods have been adjusted accordingly. In the first six months 2004, EUR 1,554 million in GICs were received, compared with EUR 2,953 million in the first six months of 2003.

The following table sets forth the breakdown of gross premiums written and operating profit before tax by line of business / geographical area for the Group’s consolidated insurance operations for the six months ended June 30, 2004 and 2003:

Total income. Total operating income from insurance operations for the six months ended June 30, 2004 increased by EUR 908 million, or 3.4% to EUR 27,552 million from EUR 26,644 million for the six months ended June 30, 2003, reflecting increases in gross premiums written and investment income, partly offset by lower Commission and other income. Excluding the impact of changes in exchange rates and in-/divestments, operating income increased by 10.9%.

Gross premiums written in the Group’s life operations increased by 7.9% but gross premiums written in non-life operations decreased by 7.2%. Total gross premiums written increased by 5.0%. Excluding the effect of exchange rate movements, which negatively affected growth in gross premium income by EUR (1,140) million (mainly due to the strengthening of the euro) and the effect of acquisitions and divestments, which negatively affected growth in gross premium income by EUR (273) million, gross premium income for the Group increased by EUR 2,455 million, or 12.6%, over the first six months of 2003 (life operations 14.9% and non-life operations 3.0%), led by the U.S. and Asia.

Investment income for own risk increased by EUR 180 million or 4.0% to EUR 4,716 million in the first six months of 2004 as compared to the first six months of 2003. The increase was mainly caused by the gain on the sale of ING’s non-life joint venture in Australia, higher asset levels in U.S. and Asia, partly offset by exchange rate movements, especially in the U.S. Realised capital gains on real estate amounted to EUR 153 million, slightly higher than in six months 2003 (EUR 146 million).

Commission and other income decreased by EUR 314 million, or 25.0%, mainly due to EUR 207 million lower one-off gains from old reinsurance activities. The weakening of most currencies against the euro had a negative impact of EUR 50 million on the 2004 first-half year profit before tax. However, that was compensated by a EUR 74 million higher gain on the U.S. dollar hedges, reported as other income.

Operating expenses. Operating expenses for the Group’s insurance operations over the first six months of 2004 decreased by EUR 59 million, or 2.5%, to EUR 2,318 million, from EUR 2,377 million

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for the first six months 2003, while gross premiums written increased by 5.0%. However, excluding investments/divestments and exchange rate differences, operating expenses increased by 5.2%, mainly due to a restructuring provision of EUR 21 million and costs related to clearing backlogs and improving service levels in the Netherlands. Almost all other operations world-wide showed either a modest increase or a decrease in operating expenses.

Investment losses dropped to EUR 24 million, or 4 basis points of total fixed-interest securities, which is far below the normalised level of about 20 basis points. In the first six months of 2003, investment losses amounted to EUR 137 million, or 20 basis points of total fixed-income securities.

Operating profit before tax. The operating profit before tax from the Group’s insurance activities for the six months ended June 30, 2004 increased by EUR 110 million, or 6.5%, to EUR 1,806 million, from EUR 1,696 million for the six months ended June 30, 2003, reflecting a decrease in profits of the life operations by 15.2% and an increase of the non-life operations by 51.7% (excluding the gain on the sale of ING’s non-life joint venture in Australia and the one-off gains from old reinsurance activities non-life profits rose by 66.0%). Excluding investments/divestments and exchange rate differences, the increase was EUR 119 million or 7.8%. The decrease in profit of the life operations was due to the decision to exit the individual life reinsurance business in the United States and lower results in the Netherlands, mainly due to higher expenses and a lower one-off gain from the old reinsurance business. The profit growth of the non-life operations was mainly driven by exceptionally favorable claims experience, particularly in Canada and Australia.

Taxation. The effective tax rate for the Group’s insurance operations for the six months ended June 30, 2004 was 24.9%, 2.3% higher than the 22.6% rate for the six months ended June 30, 2003. The increase was mainly due to a deferred tax benefit in the Netherlands in the first six months of 2003.

Operating net profit. The operating net profit for the Group’s insurance operations for the six months ended June 30, 2004 increased by EUR 40 million, or 3.2%, to EUR 1,305 million, from EUR 1,265 million for the six months ended June 30, 2003.

Life insurance operations

The following table sets forth the breakdown of gross premiums written and operating profit before tax by line of business/geographical area for the Group’s consolidated life insurance operations for the six months ended June 30, 2004 and 2003:

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Premium income. Gross premium income of the Group’s life operations for the six months ended June 30, 2004 increased by EUR 1,335 million, or 7.9%, to EUR 18,139 million, from EUR 16,804 million for the six months ended June 30, 2003. Disregarding the effect of exchange rate movements, which negatively affected the growth of gross premium income by EUR (960) million and the effect of acquisitions and divestments, which negatively affected the growth of gross premium income by EUR (51) million, the gross premium income for the Group increased organically by EUR 2,346 million, or 14.9%, over the first six months of 2003, mainly due to U.S. (21.4%, especially Fixed and Variable Annuities and Defined Contribution) and Asia (33.2%, all countries but especially Japan and Korea). Belgium and Australia showed negative growth, at constant exchange rates.

Operating profit before tax. The operating profit before tax from life insurance operations for the six months ended June 30, 2004 decreased by EUR 174 million, or 15.2%, to EUR 973 million, from EUR 1,147 million for the six months ended June 30, 2003. Of all regions only the Netherlands and North America, due to the decision to exit individual life reinsurance business in the United States, showed a decrease. Excluding investments/divestments and exchange rate differences, the decrease was EUR 178 million or 15.5%.

Insurance Europe

In the Netherlands, profit before tax for the six months ended June 30, 2004 decreased by EUR 63 million, or 11.1%, to EUR 503 million, from EUR 566 million for the six months ended June 30, 2003, mainly due to EUR 27 million lower gains from old reinsurance activities and higher costs, which were only partially offset by an improved morbidity result and higher investment income. Life premiums showed a moderate increase of 0.9% to EUR 3,070 million. However, the internal rate of return on new life business increased significantly to 11.0% from 8.0% in 2003 as a result of price adjustments, whereas the value of new business improved from EUR 5 million to EUR 30 million.

In Belgium, profit before tax rose by EUR 8 million to EUR 47 million, despite a 15.9% drop in premium income compared with the first half last year, when sales of individual single premium products were exceptionally high. The profit increase was mainly due to the positive impact of last year’s portfolio growth.

In Rest of Europe, profit before tax for the six months ended June 30, 2004 increased by EUR 10 million to EUR 84 million mainly due to higher profits in Poland and Hungary. Lower expenses and higher investment and fee income were the main drivers for this development.

Insurance Americas

In North America, profit before tax for the six months ended June 30, 2004 decreased by EUR 224 million to EUR 188 million, from EUR 412 million for the six months ended June 30, 2003, primarily due to the decision to exit the individual life reinsurance business, which was partly offset by the effects of currency movements. Excluding currency effects, the decrease was EUR 184 million, reflecting the decision to exit the individual life reinsurance business in the United States, which was partially offset by improved profits in the U.S. due to strong asset growth, supported by increased sales, good persistency, higher equity market levels and lower investment losses. Enhanced product designs in annuities and life insurance, combined with expanded distribution capacity, helped increase market share. Premium income rose by 21.4%, at constant currency rates. Individual life sales in U.S. dollars increased by 48.6% driven by new universal life products introduced in the fourth quarter of 2003. Annuity sales increased by 51.2%, at constant exchange rates, driven by higher sales of equity-indexed fixed annuities, by enhanced variable annuity product features and by expanded distribution. The internal rate of return in U.S. dollars rose to 10.2% for the first half year, compared with 9.9% for the full year 2003, as a result of pricing discipline.

In Latin America, profit before tax of EUR 44 million for the six months ended June 30, 2004 was equal to the same period in 2003. Higher results in Mexico are due to a higher investment income that was offset by a negative currency impact and lower results in Chile mainly due to an unfavorable underwriting experience in Group Life.

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Insurance Asia/Pacific

In Asia, profit before tax for the six months ended June 30, 2004 rose by EUR 74 million to EUR 188 million, from EUR 114 million for the six months ended June 30, 2003. Higher profits in Japan (EUR 30 million) led by higher sales of corporate-owned life insurance and single-premium variable annuities, and in South Korea (EUR 18 million) driven by higher sales and higher renewal premiums as well as continued low claim levels. In addition, EUR 14 million higher results were reported in Taiwan, driven by a 21.0% drop in operating expenses, due in part to a reduction in the premium tax rate as well as strict cost control. Taiwan doubled its programme to strengthen reserves due to the continued low interest environment, resulting in a charge of EUR 50 million, up from EUR 25 million in the first six months of 2003. The favorable settlement of a wage tax assessment resulted in the release of a EUR 30 million provision in the second quarter of 2004.

The profit before tax in Australia increased by EUR 16 million to EUR 64 million mainly due to improved capital investment earnings.

Other

The profit before tax of the region comprising Other increased on balance by EUR 5 million: higher hedge profits and lower paid interest on core debt were partly offset by lower profit from old reinsurance business and a result of the buy-out of the yearly preferred fixed dividend contract paid by ING Bank to ING Insurance in first half 2003.

Non-life insurance operations

The following table sets forth the breakdown of gross premiums written and operating profit before tax by line of business / geographical area for the Group’s consolidated non-life insurance operations for the six months ended June 30, 2004 and 2003:

Premium income. Gross premium income of the Group’s non-life operations for the six months ended June 30, 2004 decreased by EUR 293 million, or 7.2%, to EUR 3,755 million, from EUR 4,048 million for the six months ended June 30, 2003. Excluding the effect of exchange rate movements, which negatively affected the growth of gross premium income by EUR (180) million, and the effect of acquisitions and divestments, which negatively affected the growth of gross premium income by EUR (222) million, gross premium income for the Group increased by EUR 109 million, or 3.0%, over the first six months of 2003. The Netherlands showed a decrease of premium of 11.0% to EUR 1,112 million, but excluding acquisitions and divestments (sale of Dutch health insurance business in the second

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quarter 2004) the increase was 0.7% (higher fire premiums, in part offset by lower motor premiums). Premium income in Canada rose by 5.9%, at constant exchange rates, to EUR 1,080 million, but Mexico showed a decrease by 11.0%, at constant exchange rates, to EUR 718 million due to a strategic decision not to renew less profitable contracts. Premiums in Australia increased excluding investments/divestments and exchange rate differences, by 17.8%, primarily due to rate increases.

The following table sets forth the breakdown of operating profit before tax by line of business for the Group’s consolidated non-life insurance operations for the six months ended June 30, 2004 and 2003:

Operating profit before tax. The operating profit before tax from non-life insurance operations for the six months ended June 30, 2004 increased by EUR 284 million, or 51.7%, to EUR 833 million, from EUR 549 million for the six months ended June 30, 2003. Excluding investments/divestments and exchange rate differences, the increase was EUR 297 million, or 55.4%, boosted by the one-off gain from the sale of the Australian non-life business and exceptionally favorable claims experience, particularly in Canada and Australia, partly offset by lower gains from old reinsurance business. The combined ratio improved sharply to 89% from 97% in the first half of 2003.

Insurance Europe

In the Netherlands, the profit before tax increased by EUR 15 million, or 14.6%, to EUR 118 million, driven by a favorable claims experience from fire and motor insurance, which more than offset a loss of EUR 14 million on the sale of the health insurance business.

In Belgium, the profit before tax increased by EUR 7 million to EUR 17 million, due to higher results from fire, motor and loss of income/accident insurance.

Insurance America

In North America, the profit before tax increased by EUR 154 million to EUR 247 million. Canada showed an increase of EUR 136 million to EUR 218 million: strong underwriting experience resulted in a record-low combined ratio of 82.7%, compared with 95.1% in the year-earlier period. The business benefited from rate increases filed since 2003, along with lower claims frequency and severity supported by regulatory caps on certain types of claims in several provinces. The substantial increase in results is expected to soften in the second half of 2004 as rate-reduction actions required by several provinces will have a greater effect. Claims levels are also not expected to remain at the current historically low levels. The second quarter of 2004 also included a EUR 17 million gain on the sale of an investment in an operating subsidiary. The U.S. result improved by EUR 18 million to EUR 29 million due to higher health results caused by an improved claims ratio.

In Latin America, the non-life profit decreased by EUR 16 million from EUR 85 million to EUR 69 million. At constant exchange rates, the decrease was EUR 5 million mainly due to an unfavorable claims experience resulting from hail storms and fires in Mexico, although claims in motor insurance continued to show favorable developments.

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Insurance Asia/Pacific

In Australia, the non-life profit improved by EUR 258 million to EUR 273 million in the first six months of 2004. Excluding the EUR 219 million gain on the sale of ING’s non-life insurance joint venture the operating profit before tax increased by EUR 39 million due to higher premium rates and a low claims ratio.

Other

In the region comprising Other, the profit decreased from EUR 238 million in the first six months of 2003 to EUR 102 million due to lower gains from old reinsurance business (EUR 85 million in six months 2004 versus EUR 228 million in six months 2003).

BANKING OPERATIONS

The following table sets forth selected financial information for the Group’s consolidated banking operations for the six months ended June 30, 2004 and 2003:

Overview. The operating net profit from ING’s banking operations for the six months ended June 30, 2004 increased by EUR 524 million, or 65.3%, to EUR 1,327 million, from EUR 803 million for the six months ended June 30, 2003. The increase was mainly driven by higher interest results, higher commission income and a sharp reduction in the addition to the provision for loan losses. Currency fluctuations had a negative impact of EUR 31 million on net profit. This was mainly offset by the positive effect of acquisitions/divestments (EUR 26 million). All banking business lines reported higher results. The operating profit before tax of the business line ING Direct improved from EUR 31 million in the first six months 2003 to EUR 203 million this year. The pre-tax results of Wholesale Banking and Retail Banking increased by 55.6% and 37.5%, respectively.

Net interest result for the six months ended June 30, 2004 rose by EUR 473 million, or 12.1%, to EUR 4,390 million, from EUR 3,917 million for the six months ended June 30, 2003. The average balance sheet total increased by EUR 82 billion. The interest margin deteriorated by 6 basis points to

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1.53%, mainly due to the increased share of the balance sheet total outside the Netherlands.

Commission for the six months ended June 30, 2004 increased by EUR 120 million, or 9.7%, to EUR 1,352 million, from EUR 1,232 million for the six months ended June 30, 2003. The increase in commission was primarily due to higher securities commission and higher management fees, both reflecting the higher activity on the stock markets.

Other income for the six months ended June 30, 2004 increased by EUR 36 million, or 5.7%, to EUR 664 million, from EUR 628 million for the six months ended June 30, 2003. Lower results from financial transactions were more than compensated by higher income from securities and participating interests and higher other revenue.

Operating expenses for the six months ended June 30, 2004 increased by EUR 209 million, or 5.3%, to EUR 4,161 million, from EUR 3,952 million for the six months ended June 30, 2003. The increase is in large part due to higher expenses to support the growth of the ING Direct activities.

Compared with the six months ended June 30, 2003, the addition to the provision for loan losses decreased strongly by EUR 350 million, or 56.9%, to EUR 265 million for the six months ended June 30, 2004.

Net interest result

Net interest result includes interest income, the results from interest arbitrage and results from financial instruments to the extent that these serve to limit interest rate risk, as well as fees connected with lending, net of related interest expense.

The net interest result for the six months ended June 30, 2004 increased by EUR 473 million, or 12.1%, to EUR 4,390 million, from EUR 3,917 million for the six months ended June 30, 2003. The average balance sheet total increased by EUR 82 billion. The interest margin decreased by 6 basis points to 1.53%, mainly due to the increased share of the balance sheet total outside the Netherlands, where interest margins are lower than in the Netherlands.

In the Netherlands, the interest margin decreased by 4 basis points from 2.02% for the six months ended June 30, 2003 to 1.98% for the six months ended June 30, 2004. Outside the Netherlands the interest margin remained unchanged at 0.99%. Due to the increased stake of the balance sheet total outside the Netherlands (mainly triggered by the strong growth of ING Direct), with a substantially lower interest margin than within the Netherlands, the weighted overall interest margin decreased by 6 basis points.

Commission

The following table sets forth the components of commission for the periods indicated:

Commission income for the six months ended June 30, 2004 increased by EUR 120 million, or 9.7%, to EUR 1,352 million, from EUR 1,232 million for the six months ended June 30, 2003. Excluding the effect of currency exchange rate variances and the effect of acquisitions/divestments the increase was EUR 95 million or 7.6%.

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Funds transfer. Commission from funds transfer decreased by EUR 4 million, or 1.3%, to EUR 293 million for the six months ended June 30, 2004, from EUR 297 million for the six months ended June 30, 2003. The decrease occurred primarily in the Netherlands (EUR (6) million or (2.9%).

Securities business. Commission from securities business increased by EUR 64 million, or 19.6%, to EUR 390 million for the six months ended June 30, 2004, from EUR 326 million for the six months ended June 30, 2003, reflecting the higher activity on the stock markets. The increase occurred especially in Belgium (+ 41%) and in the Netherlands (+ 28%).

Insurance broking. Commission from insurance broking increased by EUR 9 million, or 13.4%, to EUR 76 million for the six months ended June 30, 2004, from EUR 67 million for the six months ended June 30, 2003. The increase is fully attributable to the Netherlands.

Management fees. Management fees increased by EUR 97 million, or 34.2%, to EUR 381 million for the six months ended June 30, 2004, from EUR 284 million for the six months ended June 30, 2003. The transfer of activities between insurance and banking caused EUR 44 million of the increase, the remainder is mainly attributable to ING Real Estate and Baring Asset Management.

Brokerage and advisory fees. Income from brokerage and advisory fees decreased by EUR 34 million, or 41.0%, to EUR 49 million for the six months ended June 30, 2004, from EUR 83 million in the six months ended June 30, 2003. The decrease was attributable to the international wholesale banking units as well as to ING Belgium.

Other commission. Other commission decreased by EUR 12 million, or 6.9%, to EUR 163 million for the six months ended June 30, 2004, from EUR 175 million in the six months ended June 30, 2003. This decrease is mainly due to lower commission from leasing and factoring.

Other income

The following table sets forth the components of other income for the periods indicated:

Income from securities and participating interests consists of dividends, other income from equity securities held in the investment portfolio and the results from participating equity interests, as well as valuation differences on equity participations. Income from securities and participating interests increased by EUR 33 million to EUR 79 million for the six months ended June 30, 2004, from EUR 46 million for the six months ended June 30, 2003. Excluding the one-off loss of EUR 42 million caused by the discount to net asset value on the sale of the Asian cash equities business, the increase was EUR 75 million.

Results from financial transactions. The results from financial transactions include exchange rate differences and capital gains and losses on securities held in the trading portfolio. Also included in this item are exchange rate differences in connection with holding assets and liabilities in hyperinflation countries, the results of the associated forward contracts and the results from financial instruments other than those serving to hedge interest rate risks. Asset trading results are also included in this item. The results from financial transactions can be analyzed as follows:

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On balance, total results from financial transactions for the six months ended June 30, 2004 decreased by EUR 65 million, or 14.7%, to EUR 378 million, from EUR 443 million for the six months ended June 30, 2003. There are strong fluctuations between the separate lines, which are to a large extent interrelated.

Results from securities trading portfolio. The results from the securities trading portfolio for the six months ended June 30, 2004 decreased by EUR 187 million, or 66.5%, to EUR 94 million, from EUR 281 million for the six months ended June 30, 2003. The decrease occurred mainly in the international wholesale banking units (especially in Amsterdam and in London), due to the very strong financial markets results in the first six months of 2003.

Results from currency trading portfolio. The results from the currency trading portfolio for the six months ended June 30, 2004 increased by EUR 103 million to a profit of EUR 86 million compared to a loss of EUR 17 million for the six months ended June 30, 2003. The increase is mainly due to the international wholesale banking units in Asia (in the first six months of 2003 big losses made on the depreciation of the Japanese yen and Korean won) and in Amsterdam as well as to ING Belgium (compensating lower trading results on securities). Currency trading results in the Americas decreased strongly (largely offsetting higher securities and derivatives trading results).

Other results. Other results from financial transactions (including results from derivatives trading) for the six months ended June 30, 2004 increased by EUR 19 million to EUR 198 million, from EUR 179 million for the six months ended June 30, 2003, despite the loss of EUR 48 million taken by Postbank to compensate customers for a disappointing return on investments related to the unit-linked mortgage “Meerwaardehypotheek”. The increase was mainly due to ING Belgium and the American international wholesale banking activities.

Other revenue. Income from other revenue for the six months ended June 30, 2004 increased by EUR 68 million, or 48.9%, to EUR 207 million, from EUR 139 million for the six months ended June 30, 2003. This increase was mainly caused by higher leasing income and higher results from real estate (sales results as well as rental income).

Operating expenses

The following table sets forth the components of operating expenses for the periods indicated:

Total operating expenses for the six months ended June 30, 2004 increased by EUR 209 million, or 5.3%, to EUR 4,161 million, from EUR 3,952 million for the six months ended June 30, 2003. The increase is in large part due to higher expenses to support the growth of the ING Direct activities. The impact of one-off expenses was limited: in the first half of 2004 EUR 42 million related to the sale of the Asian cash equity business against EUR 45 million in the same period in 2003 (restructuring

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provisions for ING BHF-Bank and ING Bank France). Excluding these factors, the effect of currency exchange rate variances and the impact of transfers of activities between Insurance and Banking, the operating expenses increased by a modest 2.6%.

Personnel expenses. Personnel expenses for the six months ended June 30, 2004 increased by EUR 105 million, or 4.6%, to EUR 2,408 million, from EUR 2,303 million for the six months ended June 30, 2003. In the Netherlands the decrease in ING’s own staff is offset by the impact of the collective labor agreement and a slight increase in third party staff. Outside the Netherlands personnel expenses increased due to the strong growth of the ING Direct activities and higher bonuses in the international wholesale banking activities.

Other expenses. Other expenses for the six months ended June 30, 2004 increased by EUR 104 million, or 6.3%, to EUR 1,753 million, from EUR 1,649 million for the six months ended June 30, 2003. The increase is fully attributable to ING Direct, especially higher marketing expenses.

Addition to the provision for loan losses

The addition to the provision for loan losses amounted to EUR 265 million for the six months ended June 30, 2004, a strong decrease of EUR 350 million compared to the first six months of 2003. The additions to the provision for loan losses were 21 basis points (annualized) of average credit risk weighted assets, which is well below the long-term average of about 35 basis points. In the full year 2003, the additions to the provision for loan losses were 46 basis points of average credit risk weighted assets.

Taxation. The effective tax rate for ING’s banking operations increased from 24.4% (EUR 295 million) for the six months ended June 30, 2003, to 28.4% (EUR 562 million) for the six months ended June 30, 2004.

Operating net profit from banking operations. Operating net profit for the six months ended June 30, 2004 increased by EUR 524 million, or 65.3%, to EUR 1,327 million, from EUR 803 million for the six months ended June 30, 2003.

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, which is defined as the amount of capital required to support the economic risks created by the activities employed and at the Company’s desired level of comfort and can be regarded as the capital ING Group should have to comply with all debt obligations. The economic returns of RAROC are based on the principles of valuation and calculation of results applied in the Group annual accounts. 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.

The following table sets forth the RAROC (pre-tax) and the economic capital of the business lines of the banking operations:

The pre-tax RAROC figure of ING’s banking operations was 23.9%, reflecting a strong improvement of 5.9% compared with the first six months of 2003 and exceeding our internal hurdle of 18.5%. Compared to full year 2003 the improvement was 6.9%, entirely due to higher economic returns. The RAROC of Wholesale Banking improved by 4.4% to 20.2%. Compared to the full year 2003, the

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RAROC of Wholesale Banking improved by 6.3%. The RAROC of Retail Banking improved, compared to the first six months of 2003, by 9.6% to 54.9%, and compared to full year 2003, by 11.5%. The RAROC of ING Direct was 19.4%, a 9.7% improvement compared with the first six months of 2003, and compared to full year 2003 the improvement was 6.9%.

Distribution by business line of operating income and operating profit before tax of the banking operations

Wholesale Banking

Operating income increased by EUR 126 million, or 4.2%. Commission income rose 6.0%, while other income increased 25.0%, mainly driven by strong financial markets results in the first quarter and higher asset management results. Other income also includes a one-time loss of EUR 42 million on the sale of the Asian cash equities business, which was booked in the first quarter of 2004. The interest result declined 2.6%, mainly in the Netherlands. Operating expenses increased 2.0% to EUR 1,795 million. On balance, one-off expenses had a limited impact in the first half. Additional costs of EUR 42 million related to the sale of the Asian cash equities business in the first quarter of 2004 were balanced by a charge of EUR 45 million in the second quarter of 2003 to pay for restructuring at ING BHF-Bank in Germany and ING Bank France. Excluding the one-off costs, currency effects, and the impact of transfers of activities between Insurance and Banking, operating expenses rose 3.2%. The cost/income ratio for Wholesale Banking improved to 57.8% from 59.1% in the first half of 2003. The operating profit before tax increased by EUR 418 million, or 55.6%, due to a sharp decline in the addition to the provision for loan losses, mainly in the Netherlands, Germany and the Americas.

Retail Banking

Operating income increased by EUR 87 million, or 3.6%. Interest income climbed 8.0% due to higher mortgage lending and increased savings, while commission income rose 9.6% mainly driven by securities-related commissions. Other income declined, mainly due to a EUR 48 million loss taken by Postbank in the first quarter of 2004 to compensate customers for a disappointing return on investments related to the unit-linked mortgage product “MeerWaardehypotheek.” Excluding the impact of the unit-linked mortgage product, total income increased 5.7%. Operating expenses from Retail Banking declined 3.0% to EUR 1,714 million as continued cost control offset the impact of the collective labor agreement in the Netherlands and higher pension costs. As a result, the cost/income ratio improved to 69.3% from 74.1% in the first half of 2003. The operating profit before tax increased by EUR 185 million, or 37.5%, due to a sharp decline in the addition to the provision for loan losses, mainly in the Netherlands and Poland.

ING Direct

The increase of operating income by EUR 383 million, or 92.5%, was mainly driven by a 91.5% jump in interest income as a result of continued growth in funds entrusted. Since the end of June 2003, total funds entrusted grew by EUR 49.0 billion, or 61.9%, to EUR 128.2 billion. Growth in mortgage lending also boosted income, particularly in the U.S. and Germany. Operating expenses increased by EUR 189 million, or 52.5%, to EUR 549 million as a result of higher costs to handle the continued growth of the business. The cost/income ratio of ING Direct improved to 68.9% from 87.0% in the first half year of 2003. The operating profit before tax jumped to EUR 203 million from EUR 31 million in the first half year of 2003. Six out of the eight countries in which ING Direct is active are profitable.

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INVESTMENT PORTFOLIO IMPAIRMENTS AND UNREALIZED LOSSES

The carrying value of all investments in our investment portfolio is reviewed for impairment on a periodic basis. The review includes, amongst other things, an evaluation of the level and trends of interest rates, trends and level of volatility in stock markets, financial condition of the issuer or counterparty, economic developments and expectations in the business segment in which the issuer or counterparty operates, the extent to which the fair value is below the cost price, the period of time for which unrealized losses have existed and ING Group’s intent and ability to hold a security until fair value will recover. For all investments for which, based on such review, the decline in fair value below cost is expected to be other than temporary, the amount of unrealised loss is charged to the profit and loss account.

     Unrealized gains/losses

As of June 30, 2004, our consolidated investment portfolio included unrealized gains on a U.S. GAAP basis of EUR 10,067 million (December 31, 2003: EUR 11,245 million) and unrealized losses of EUR 2,537 million (December 31, 2003: EUR 1,408 million).

The following tables show the composition of investments in marketable securities at June 30, 2004 and December 31, 2003 on a U.S. GAAP basis. Debt securities include fixed-interest securities, with the exception of mortgage loans and policy loans.

On a Dutch GAAP basis, unrealized losses on equity securities are EUR 1,289 million (December 31, 2003: EUR 1,435 million) higher as set out in Note 3.1.e. on page 32.

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The increase in the gross unrealized loss on June 30, 2004 compared to December 31, 2003 is largely due to interest rate changes since December 31, 2003 and hence it is fairly evenly distributed throughout the debt securities investment portfolio.

The tables below provide the gross unrealized loss on a U.S. GAAP basis broken down by type of security and by the period of time for which the fair value was below cost price (in EUR millions).

As of June 30, 2004:

As of December 31, 2003:

     Impairments

Impairments are measured as the difference between the carrying value of a particular investment and the fair value. Impairments are charged to the profit and loss account.

In the first six months of 2004, we recorded impairments of EUR 60 million on a U.S. GAAP basis. Of such amount, EUR 45 million is related to our portfolio of debt securities.

     Impairment of debt securities under Dutch GAAP

Unrealized losses on debt securities consist of two components: interest related unrealized losses and credit related unrealized losses. Interest related unrealized losses, which fully relate to fluctuations in risk free market interest rates, generally would not result in any impairments. Credit related unrealized losses may relate to impairment if it is uncertain whether future interest and principal payments will be collected.

Impairments on debt securities, recorded at redemption value under Dutch GAAP, are accounted for as a reduction of the carrying value of the debt security. This reduction is reversed in a subsequent period if the recoverable amount increases and the increase can be objectively related to an event occurring after the impairment was recognized in income. The amount of the reversal is then included in the profit and loss account for the period.

Developments in the first six months of 2004

The impairment review of the debt securities in our investment portfolio produced an impairment of EUR 45 million for the six month period ended June 30, 2004. The impairment is related to our portfolio in the United States. The most significant item is the EUR 30 million impairment on asset-backed

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securities, collateralized debt obligations, mortgage-backed and mortgage-backed derivative securities was recorded based on EITF 99-20 requirements related to market values being below carrying value and adverse changes in cash flows.

     Impairment of debt securities under US GAAP

Under US GAAP impairments are determined similar to Dutch GAAP. In the case of impairment, the related unrealized loss (included in shareholders’ equity) is recorded through the profit and loss account as a reduction of cost price. Under U.S. GAAP impairments may not be reversed in future periods. This difference has not resulted in any differences between the cost price of securities under Dutch GAAP and U.S. GAAP in 2004 or 2003 as no impairments were reversed under Dutch GAAP.

     Impairment of equity securities under Dutch GAAP

Under Dutch GAAP, distinction is made between unrealized losses due to general market fluctuations and unrealized losses due to issuer-specific developments. Unrealized losses due to temporary fluctuations in equity markets do not lead to impairment. The impairment review focuses on issuer specific developments regarding financial condition and future prospects, taking into account the intent and ability to hold the securities under the ING Group’s long term investment strategy. Issuer specific developments may include significant financial difficulty of the issuer, a high probability of bankruptcy or other financial reorganization of the issuer and the disappearance of an active market for that financial asset due to financial difficulties. If, in a subsequent period, the recoverable amount increases and the increase can be objectively related to an event occurring after the impairment was recognized in income, the loss should be reversed, with the reversal included in net result for the period.

Developments in the first six months of 2004

No impairments were recognized on equity securities under Dutch GAAP in the first six months of 2004.

     Impairment of equity securities under U.S. GAAP

Under U.S. GAAP, based on strict Securities and Exchange Commission interpretations, additional impairments are recognized for other than temporary unrealized losses on top of the impairments already recognized under Dutch GAAP.

An additional impairment may be recognized under U.S. GAAP after giving additional consideration to the extent to which the fair value is below the cost price and the period of time for which unrealized losses have existed. Under U.S. GAAP, impairments may not be reversed in future periods. Impairments are treated as a reduction of cost. This difference has not resulted in any differences between the cost price of securities under Dutch GAAP and U.S. GAAP in 2004 as no impairments were reversed under Dutch GAAP.

Developments in the first six months of 2004

In the first six months of 2004, we recorded an impairment of EUR 15 million on equity securities related to other than temporary losses on a U.S. GAAP basis.

     Impact on future earnings

Although all individual securities were reviewed to ensure that all material impairments or other than temporary losses were charged to the profit and loss account in 2004, the identification of impairment and other then temporary losses and the determination of the recoverable amount are an inherently uncertain process involving various assumptions and factors, including the financial condition of the counterparty, expected future cash flows, observable market prices and expected net selling prices. Further developments after June 30, 2004 may indicate that certain unrealized losses that existed as of June 30, 2004 will need to be considered other than temporary, resulting in a negative impact on our profit and loss account.

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INDEX TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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CONSOLIDATED BALANCE SHEET
Amounts in millions

24

CONSOLIDATED PROFIT AND LOSS ACCOUNT
Amounts in millions

     The notes against the items refer to the notes starting on page 28.

25

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Amounts in millions

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1.1. Accounting principles

The unaudited financial statements as of June 30, 2004 and June 30, 2003 have been prepared consistently with the accounting principles described in ING Group’s Annual Accounts as of December 31, 2003.

The accompanying unaudited notes to the financial statements, for the six months ended June 30, 2004 and June 30, 2003, do not include all the information required by generally accepted accounting principles in the Netherlands for year-end financial statements.

Amounts included in the financial statements for the six months ended June 30, 2004 are not necessarily indicative of the amounts that may be expected for the year ending December 31, 2004.

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1.2 Income (EUR millions)