FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Fiscal Year ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________________ to _________________
Commission file number 1-14642
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
ING Americas Savings Plan and ESOP
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ING Groep N.V.
Amstelveenseweg 500
1081 KL Amsterdam
The Netherlands
or
P.O. Box 810
1000 AV Amsterdam
The Netherlands
ING Americas Savings Plan and ESOP
Contents of Audited Financial Statements and Supplemental Schedule
I. The following financial statements and supplemental schedule for the ING
Americas Savings Plan and ESOP are being filed herewith:
Financial Statements and Supplemental Schedule
December 31, 2003 and 2002, and the year ended December 31, 2003:
Report of Independent Registered Public Accounting Firm
Audited Financial Statements:
Statements of Net Assets Available for Benefits as of:
December 31, 2003
December 31, 2002
Statements of Changes in Net Assets Available for Benefits for the
years ended:
December 31, 2003
December 31, 2002
Notes to Financial Statements
Supplemental Schedule:
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year)
Signature Page
II. The following exhibits are being filed herewith:
Exhibit No. Description
1 Consent of Independent Registered Public
Accounting Firm - Ernst & Young LLP
99.1 Certification Pursuant to 18 U.S.C. Section 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)
Report of Independent Registered Public Accounting Firm
Plan Administrator
ING Americas Savings Plan and ESOP
We have audited the accompanying statements of net assets available for benefits
of ING Americas Saving Plan and ESOP as of December 31, 2003 and 2002, and the
related statements of changes in net assets available for benefits for the years
then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2003 and 2002, and the changes in its net assets available for
benefits for the years then ended, in conformity with U.S. generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2003 is presented for purposes of
additional analysis, and is not a required part of the financial statements, but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
Atlanta, Georgia
June 21, 2004
1
ING Americas Savings Plan and ESOP
Statement of Net Assets Available for Benefits
As of December 31, 2003
Allocated Unallocated Total
------------------ ------------------ ------------------
Assets
Investments at fair value:
Cash and money market funds $ - $ - $ -
Mutual funds 313,244,040 - 313,244,040
Common stock 134,675,087 - 134,675,087
Participant loans 13,658,971 - 13,658,971
Investments at contract value 301,740,592 - 301,740,592
------------------ ------------------ ------------------
Total assets 763,318,690 - 763,318,690
Liabilities
ESOP note payable - - -
------------------ ------------------ ------------------
Net assets available for benefits $ 763,318,690 $ - $ 763,318,690
================== ================== ==================
The accompanying notes are an integral part of these financial statements.
2
ING Americas Savings Plan and ESOP
Statement of Net Assets Available for Benefits
As of December 31, 2002
Allocated Unallocated Total
------------------ ------------------ ------------------
Assets
Investments at fair value:
Cash and money market funds $ - $ 55,713 $ 55,713
Mutual funds 219,532,980 - 219,532,980
Common stock 83,467,485 31,735,906 115,203,391
Participant loans 12,008,225 - 12,008,225
Investments at contract value 278,512,626 - 278,512,626
------------------ ------------------ ------------------
Total assets 593,521,316 31,791,619 625,312,935
Liabilities
ESOP note payable - 5,121,890 5,121,890
------------------ ------------------ ------------------
Net assets available for benefits $ 593,521,316 $ 26,669,729 $ 620,191,045
================== ================== ==================
The accompanying notes are an integral part of these financial statements.
3
ING Americas Savings Plan and ESOP
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 2003
Allocated Unallocated Total
------------------ ------------------ ------------------
Additions:
Interest and dividends $ 7,630,482 $ 741,892 $ 8,372,374
Net appreciation in fair value of investments 116,958,854 3,678,121 120,636,975
Contributions - participants 41,604,580 - 41,604,580
Contributions - employer 3,667,218 - 3,667,218
Rollover contributions 3,219,034 - 3,219,034
Plan mergers 14,443,541 - 14,443,541
Principal payments on note - 5,121,890 5,121,890
------------------ ------------------ ------------------
Total additions 187,523,709 9,541,903 197,065,612
Deductions:
Benefits paid directly to participants 45,039,827 - 45,039,827
Administrative expenses 1,031,499 - 1,031,499
Cash used for debt service - 5,121,890 5,121,890
Interest expense - 1,124,954 1,124,954
Other - 1,619,797 1,619,797
------------------ ------------------ ------------------
Total deductions 46,071,326 7,866,641 53,937,967
Allocation of shares 28,344,991 (28,344,991) -
------------------ ------------------ ------------------
Net increase (decrease) 169,797,374 (26,669,729) 143,127,645
Net assets available for benefits:
Beginning of year 593,521,316 26,669,729 620,191,045
------------------ ------------------ ------------------
End of year $ 763,318,690 $ - $ 763,318,690
================== ================== ==================
The accompanying notes are an integral part of these financial statements.
4
ING Americas Savings Plan and ESOP
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 2002
Allocated Unallocated Total
------------------ ------------------ -----------------
Additions:
Interest and dividends $ 9,883,330 $ 2,096,863 $ 11,980,193
Contributions - participants 41,613,737 - 41,613,737
Rollover contributions 2,855,913 - 2,855,913
Plan mergers 73,368,227 - 73,368,227
Principal payments on note - 7,422,511 7,422,511
Cash received for debt service - 1,700,000 1,700,000
Other 463,193 - 463,193
------------------ ------------------ -----------------
Total additions 128,184,400 11,219,374 139,403,774
Deductions:
Net depreciation in fair value of investments 91,312,900 21,311,935 112,624,835
Benefits paid directly to participants 51,448,769 - 51,448,769
Administrative expenses 1,633,028 - 1,633,028
Transfers to other plan 12,795,936 - 12,795,936
Cash used for debt service - 7,422,511 7,422,511
Interest expense - 1,200,000 1,200,000
Other - 2,890,251 2,890,251
------------------ ------------------ -----------------
Total deductions 157,190,633 32,824,697 190,015,330
Allocation of shares 32,727,178 (32,727,178) -
------------------ ------------------ -----------------
Net increase (decrease) 3,720,945 (54,332,501) (50,611,556)
Net assets available for benefits:
Beginning of year 589,800,371 81,002,230 670,802,601
------------------ ------------------ -----------------
End of year $ 593,521,316 $ 26,669,729 $ 620,191,045
================== ================== =================
The accompanying notes are an integral part of these financial statements.
5
ING Americas Savings Plan and ESOP
Notes to Financial Statements
--------------------------------------------------------------------------------
1. Description of the Plan
The following is a general description of the ING Americas Savings Plan and
ESOP, hereinafter referred to as the "Plan." Participants should refer to
the Plan documents for a more complete description of the Plan's
provisions, including those described herein.
The Plan is intended to meet the requirements for qualification as both a
profit sharing plan and stock bonus plan under the Internal Revenue Code
(the "IRC") Section 401(a) with an employee stock ownership feature under
Section 4975(e)(7) of the IRC. The employee stock ownership feature of the
Plan is designed to invest primarily in qualifying employer securities that
meet the requirements of IRC Sections 4975(e)(8) and 409(l). The Plan also
contains a salary reduction feature intended to meet the requirements
applicable to cash or deferred arrangements under Section 401(k) of the
IRC. The Plan is intended to be in full compliance with applicable
requirements of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").
ING North America Insurance Corporation is the Plan sponsor ("Plan
Sponsor") and the ING U.S. Pension Committee is the plan administrator
("Plan Administrator"). Effective January 2002, ING National Trust became
the sole trustee of the Plan. Riggs Bank N.A., Mellon Bank, Putnam and
Northern Trust were the former trustees ("Trustees") of the Plan through
January 2002.
The Plan covers all eligible employees of ING North America Insurance
Corporation ("ING" or the "Company") as well as various other related ING
participating employers.
Plan Mergers
During 2001, two plans of ING were merged into the Plan, and effective July
1, 2001 the Plan's name was changed from ReliaStar Financial Corp. Success
Sharing Plan and ESOP ("RLR Plan") to the ING Americas Savings Plan and
ESOP. The merging plans were the ING Savings Plan ("ING Plan") and the ING
Incentive Savings Plan for Aetna Financial Services and Aetna International
Employees ("AFS Plan"). These plans retained their existing provisions
until January 1, 2002, at which time the provisions were amended to be
uniform for all participants. Additionally, assets of these plans remained
with their respective Trustees through December 31, 2001, and in early
2002, the assets were transferred to ING National Trust.
Effective January 1, 2002, assets of the Financial Network Investment
Company ("FNIC") were transferred into the Plan. Also during 2002, the
remaining participants of the AFS Plan were transferred into the Plan and
the Aeltus participants that were part of the AFS Plan were transferred out
of the Plan.
6
ING Americas Savings Plan and ESOP
Notes to Financial Statements
--------------------------------------------------------------------------------
Investment Options
At December 31, 2003, the Plan's assets were invested in the following
investment vehicles: ING Life of Georgia GIC Account, ING Security Life of
Denver GIC Account, Stable Value Option Fund, ING GNMA Income Fund, ING
Intermediate Bond Fund, Fidelity Puritan Fund, ING Index Plus LargeCap
Fund, Merrill Lynch Equity Index Trust, Fidelity Blue Chip Growth Fund, ING
Growth Fund, ING LargeCap Growth Fund, ING Value Opportunity Fund, MFS
Capital Opportunities Fund, AIM Small Cap Growth Fund, ING Index Plus
MidCap Fund, ING Small Company Fund, ING SmallCap Opportunities Fund, ING
Technology Fund, ING International Fund, ING International Value Fund,
Janus Worldwide Fund, ING Market Stock Fund and ING Leveraged Stock Fund.
Concentrations of Risk
At December 31, 2003 and 2002, the Plan's assets were significantly
concentrated in ING mutual funds and shares of ING common stock, the value
of which is subject to fluctuations related to corporate, industry and
economic factors.
Eligibility
All employees meeting the qualifying requirements, as specified in the Plan
documents, are immediately eligible to participate in the Plan.
Participant Accounts
Each participant's account is credited with the participant's contribution
and the Company's contribution. Company contributions are based on
participant deferrals and eligible earnings. Each participant's account is
also credited with allocations of Plan investment results. All earnings are
allocated to each participant's account as soon as practicable after they
accrue or arise. Participant accounts are reduced by any administrative fee
charged against the account. Forfeited balances of terminated participants'
nonvested accounts are used to reduce future Company contributions, restore
accounts previously forfeited, or pay Plan expenses. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account.
Vesting
Participants are immediately vested in their contributions plus actual
earnings thereon.
Vesting in the Company's matching contributions plus actual earnings
thereon is based on a graded schedule related to years of service as
specified in the Plan documents. Participants should refer to the
applicable Plan document for a complete discussion of vesting provisions.
7
ING Americas Savings Plan and ESOP
Notes to Financial Statements
--------------------------------------------------------------------------------
The amount of cumulative forfeited nonvested participant accounts as of
December 31, 2003 was $845,267.
Employee Contributions
All participants in the Plan may contribute up to 20% of their pretax
annual compensation. Participants may also contribute eligible amounts
representing distributions from other qualified plans ("rollovers").
Participant contributions, other than rollovers, are subject to limitations
imposed by the IRC.
Employer Contributions
The Company matches participant pre-tax contributions at 100% of each
participant's contributions up to the first 6% of eligible compensation.
Through November 2003, the Company directed its match to the ING Leveraged
Stock Fund. During November 2003, all unallocated Company Shares (as
defined below) were fully allocated to participant accounts. Company
matching contributions are thereafter allocated in accordance with each
participant's elective deferral allocation election. Participants may
reallocate this Company match to other investment options available within
the Plan.
Unallocated Amounts
The unallocated amounts shown on the financial statements of the Plan
represent the value of the shares of ING American Depository Shares of ING
Groep, N.V. ("Company ADRs" or "Company Shares"), including any dividends
and earnings attributable thereto, that were purchased by the Plan using
the proceeds of borrowings under the ESOP note payable. Principal and
interest payments on the outstanding note payable were funded by dividends
received on Company Shares or by direct contributions from the Company. The
note was paid in full during 2003.
Allocation of Shares
The Company has no rights against the Company Shares once they are
allocated to participant accounts. During 2003 and 2002, the Company
allocated a total of 1,884,555 and 1,581,946 Company Shares (adjusted for
share splits, as applicable, and net of dividend recoupments) with a
corresponding value of $28,344,991 and $32,727,178, respectively.
In lieu of receiving cash dividends earned on Company Shares which have
been allocated to participant accounts, these accounts are credited with
equivalent shares of Company Shares. Until the ESOP note was paid off,
actual dividends on the Company Shares were transferred to the Unallocated
Fund and applied towards making payments on the ESOP note. The transfer of
these amounts is classified net as allocation of shares in the accompanying
Statements of Changes in Net Assets Available for Benefits.
8
ING Americas Savings Plan and ESOP
Notes to Financial Statements
--------------------------------------------------------------------------------
Participant Loans
Subject to the provisions of the Plan and applicable law, participants may
borrow against their account balances provided that the amount requested is
at least $1,000 but not more than the lesser of 50% of the participant's
vested balance or $50,000.
Each loan will bear an interest rate as prescribed by the Plan's applicable
provisions, currently the prime interest rate plus 1%. Loan repayment
periods are for a maximum of five years. Principal and interest are repaid
ratably through payroll deductions.
Benefits
Upon termination of service due to death, disability or retirement, a
participant or his/her beneficiary may elect to receive either a lump-sum
distribution or periodic payments of the vested account balances. As
defined in the Plan documents, certain employees are also eligible for
hardship withdrawals, as defined in the IRC. Participants should refer to
the Plan documents for a complete discussion of benefit payment provisions.
Administrative Expenses
The Plan is responsible for paying all Plan expenses unless the Company
determines to pay them. Forfeitures were used to pay Plan expenses as
permitted by the Plan documents.
Plan Termination
Although it has not expressed any intent to, the Company has the right
under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100% vested in their Plan accounts.
2. Significant Accounting Policies
Basis of Accounting
The accompanying financial statements have been prepared using the accrual
basis of accounting.
Investment Valuation and Income Recognition
The Plan provides for investments in Company Shares, guaranteed investment
contracts ("GIC"), money market funds and mutual funds. Investment
securities, in general, are exposed to various risks, such as interest
rate, credit and overall market volatility risks. Due to the level of risk
associated with certain investment securities, it is reasonably possible
9
ING Americas Savings Plan and ESOP
Notes to Financial Statements
--------------------------------------------------------------------------------
that changes in the values of investment securities will occur in the near
term; such changes could materially affect the amounts reported in the
statements of net assets available for benefits.
Mutual funds are stated at fair value, which is the quoted market price.
Investments in Company Shares are based on the quoted market price of the
common shares of ING Groep N.V. Certain investments in contracts with
insurance companies are stated at contract value, in accordance with
American Institute of Certified Public Accountants ("AICPA") Statement of
Position 94-4 Reporting of Investment Contracts Held by Health and Welfare
Benefit Plans and Defined Contribution Pension Plans ("SOP 94-4"), which
approximates fair value.
Loans to participants are valued at their outstanding balances, which
approximate fair value.
Interest income is recorded on the accrual basis of accounting. Dividends
are recorded on the ex-dividend date. Purchases and sales of securities are
recorded on the trade date.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates that
affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
Risks and Uncertainties
The Plan invests in various investment securities. Investment securities
are exposed to various risks, such as interest rate, market and credit
risks. Due to the level of risk associated with certain investment
securities, it is at least reasonably possible that changes in the value of
investment securities will occur in the near term and that such changes
could materially affect participants' account balances and the amounts
reported in the statements of net assets available for benefits.
Reclassifications
Certain 2002 balances have been reclassified to conform to the 2003
presentation.
10
ING Americas Savings Plan and ESOP
Notes to Financial Statements
--------------------------------------------------------------------------------
3. Income Tax Status
The Plan received a determination letter from the Internal Revenue Service
("IRS") dated April 28, 2003, stating that the Plan is qualified under
Section 401(a) of the IRC and, therefore, the related trust is exempt from
taxation. Subsequent to this determination by the IRS, the Plan was
amended. Once qualified, the Plan is required to operate in conformity with
the IRC to maintain its qualification. The Plan Administrator believes the
Plan is being operated in compliance with the applicable requirements of
the IRC and, therefore, believes that the Plan, as amended, is qualified
and the related trust is tax exempt.
The Plan was amended and restated effective February 26, 2002, to comply
with the provisions of the GUST amendment to IRC. The following acts are
collectively referred to as the GUST amendment; the Retirement Protection
Act of 1994, the Uniformed Services Employment and Reemployment Rights Act
of 1994, the Small Business Job Protection Act of 1996, the Taxpayer Relief
Act of 1997, and the Internal Revenue Service Restructuring and Reform Act
of 1998.
4. Investments
The value of individual investments that represent 5% or more of the Plan's
total net assets is as follows as of December 31:
2003 2002
------------------ ------------------
ING Company Shares, 13,251,439 and 13,839,507 shares
adjusted for share splits, as applicable), respectively $ 134,675,087 $ 115,259,104
Fidelity Blue Chip Growth Fund 44,005,633 31,991,509
ING Life of Georgia GIC Account** 99,548,517 97,188,721
Stable Value Option Fund 172,594,211 152,088,653
** ING GIC Georgia I Fund and ING GIC Georgia II Fund combined in
2002 to form ING Life of Georgia GIC Account
The net appreciation (depreciation) in fair value of each significant class
of investments, which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments, is as follows
for the years ended December 31:
2003 2002
------------------ ------------------
Mutual funds $ 63,151,847 $ (65,889,141)
ING Company shares 48,279,247 (55,555,707)
Insurance contracts 9,205,881 8,820,013
------------------ ------------------
Net appreciation (depreciation) in fair value $ 120,636,975 $ (112,624,835)
================== ==================
11
ING Americas Savings Plan and ESOP
Notes to Financial Statements
--------------------------------------------------------------------------------
5. Non-participant-Directed Investments
In 2002, the Plan was amended to allow participants to reallocate the
Company matching contribution allocated to participant accounts to other
investment options offered under the Plan. Therefore, effective January 1,
2002, all investments are participant directed.
6. Investments in Insurance Contracts
As of December 31, 2003, the Plan maintained three GIC related investment
options, which are sponsored by the Life Insurance Company of Georgia (GA
127-B), ING Security Life (GA 110-B) and Aetna Life Insurance Company
(14679). These three investments comprise the Stable Value Option Fund at
December 31, 2003. As of December 31, 2002, the Plan maintained five GIC
related investment options, which were sponsored by the Life Insurance
Company of Georgia (GA 127-B), Security Life of Denver Insurance Company
(GA 110-B), ReliaStar Life Insurance Company (GA 51478-1) and ING Life
Insurance and Annuity Company (GA 14698 and GA 14679). The proceeds of
former contract 14649 were transferred into contract 14698 during February
2002. GA 51478-1, GA 14698 and GA 14679 comprise the Stable Value Option
Fund at December 31, 2002. The contracts held by the Plan are considered
fully benefit-responsive in accordance with AICPA SOP 94-4 and are carried
at contract value. As of December 31, 2003 and 2002, the fair value of the
investments in insurance contracts is approximately $301,165,772 and
$278,307,937, respectively.
The earnings of the GIC funds are based on an interest rate applied to each
participant's outstanding balance. The interest rates are analyzed and may
be reset by the GIC issuer annually for GA 127-B, GA 110-B and GA 51478-1,
semi-annually for GA 14698 and quarterly for GA 14679.
The average yield for all contracts is as follows for the years ended
December 31:
2003 2002
------------------- -------------------
GA 127-B 7.50 % 7.50 %
GA 110-B 7.50 7.50
GA 51478-1 6.44 6.36
GA 14698 4.10 5.13
GA 14679 7.54 7.44
The crediting interest rate for all contracts is as follows as of December
31:
2003 2002
------------------- -------------------
GA 127-B 7.50 % 7.50 %
GA 110-B 7.50 7.50
GA 51478-1 6.48 6.43
GA 14698 3.73 4.93
GA 14679 7.38 7.46
12
ING Americas Savings Plan and ESOP
Notes to Financial Statements
--------------------------------------------------------------------------------
The minimum crediting interest rate for all contracts is as follows for the
years ended December 31:
2003 2002
------------------- -------------------
GA 127-B 3.00 % 3.00 %
GA 110-B 3.00 3.00
GA 51478-1 - -
GA 14698 - -
GA 14679 6.73 6.73
The underlying contracts have no restrictions on the use of Plan assets and
there are no valuation reserves recorded to adjust contract amounts.
7. Note Payable
In January 1991, ReliaStar Financial Corporation ("ReliaStar") completed a
transaction with the Plan whereby ReliaStar issued 1,338,090 shares of a
new series of convertible preferred stock to the Plan. To finance the stock
purchase, the Plan borrowed $30,000,000 from ReliaStar under a 9.5%,
20-year note. Prepayments of principal could be made at any time without
penalty. The note was collateralized by the unallocated shares held by the
Plan.
Each share of the original ReliaStar convertible preferred stock had a
minimum redemption value of $22.42 and was convertible into two shares of
common stock. The annual dividend was $2.19 per share, was paid
semiannually, and was subject to future adjustments under certain
circumstances. At the close of business on December 31, 1996, the
convertible preferred stock shares were converted into ReliaStar common
stock shares at a ratio of two shares of common for each share of
convertible preferred. No conversion premium was involved.
In connection with the merger of ReliaStar into ING, shares owned by the
Plan were exchanged for Company Shares at a value of $54.00 per share of
ReliaStar common stock.
ING and ReliaStar paid dividends on the shares held by the Plan plus
additional cash contributions in amounts necessary to enable the Plan to
meet its obligations under the note. Shares were released for allocation to
participant accounts based on a prescribed schedule coinciding with
payments on the note. Interest was payable annually; however, all remaining
unpaid principal under the note was due at the end of the 20-year period.
During 2003, the Plan made principal and interest payments of $5,121,890
and $1,124,954, respectively. During 2002, the Plan made principal and
interest payments of $7,422,511 and $1,200,000, respectively. During 2003,
the loan obligation was paid off.
13
ING Americas Savings Plan and ESOP
Notes to Financial Statements
--------------------------------------------------------------------------------
8. Blackout Period
During 2002, as part of the transfer to a new trustee, the Plan Sponsor
initiated blackout period restrictions with respect to participant
activity. Certain investment options were changed and new ones made
available to participants.
All contributions for 2002 were directed to the new Trustee. Effective
February 15, 2002, the blackout period ended and full-service activity
resumed on all participant accounts.
9. Parties-in-Interest to the Plan
The Plan holds investments in several mutual funds and GIC funds that are
managed by affiliated companies of the Plan Sponsor. These funds are
considered parties-in-interest (as defined in ERISA) to the Plan. At
December 31, 2003 and 2002, funds of $465,012,047 and $390,530,180 were
held in such investments and are considered parties-in-interest to the
Plan.
14
Supplemental Schedule
ING Americas Savings Plan and ESOP
EIN: 52-1317217 Plan No.: 001
Schedule H, Line 4i
Schedule of Assets (Held at End of Year)
At December 31, 2003
--------------------------------------------------------------------------------
(a) (b) (c) (e)
Identity of Issue, Borrower Description of Current
Lessor, or Similar Party Investment Value
----- ----------------------------------------- ------------------------ -------------------
AIM Small Cap Growth Fund Mutual Fund Shares $ 16,957,146
Fidelity Blue Chip Growth Fund Mutual Fund Shares 44,005,633
Fidelity Puritan Fund Mutual Fund Shares 33,913,801
* ING GNMA Income Fund (I) Mutual Fund Shares 4,273,883
* ING Growth Fund (I) Mutual Fund Shares 10,924,939
* ING Index Plus LargeCap Fund (I) Mutual Fund Shares 29,351,625
* ING Index Plus MidCap Fund (I) Mutual Fund Shares 13,569,283
* ING Intermediate Bond Fund (I) Mutual Fund Shares 12,142,272
* ING International Fund (I) Mutual Fund Shares 9,215,336
* ING International Value Fund (I) Mutual Fund Shares 21,070,274
* ING Large Cap Growth Fund (I) Mutual Fund Shares 26,454,773
ING Leveraged Stock Fund Shares of Company Stock 107,825,409
* ING Life of Georgia GIC Account Guaranteed Investment Contract 99,548,517
ING Market Stock Fund Shares of Company Stock 26,849,678
* ING Security Life of Denver GIC Account Guaranteed Investment Contract 29,597,864
* ING Small Company Fund (I) Mutual Fund Shares 13,323,868
* ING SmallCap Opportunities Fund (I) Mutual Fund Shares 10,005,280
* ING Technology Fund (I) Mutual Fund Shares 8,602,445
* ING Value Opportunities Fund (I) Mutual Fund Shares 4,337,477
Janus Worldwide Fund Mutual Fund Shares 14,413,697
Merrill Lynch Equity Index Trust Mutual Fund Shares 33,790,582
MFS Capital Opportunities Fund Mutual Fund Shares 6,891,726
* Stable Value Option Fund Guaranteed Investment Contract 172,594,211
** Participant loans 13,658,971
-------------------
$ 763,318,690
===================
Note: Column (d) cost information is omitted for all participant directed
investments.
* Indicates a party-in-interest to the Plan.
** Each loan will bear an interest rate as prescribed by the Plan's applicable
provisions, currently the prime interest rate plus 1%. Loan repayment
periods are for a maximum of five years.
16
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
ING Americas Savings Plan and ESOP
Dated: June 21, 2004 By: ING US PENSION COMMITTEE
By:/s/ Darryl Harris
----------------------------------
Name: Darryl Harris
Title: Chairman
Exhibit 1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-13668) pertaining to the ING Americas Savings Plan and ESOP of ING
Groep N.V. and affiliates of our report dated June 21, 2004, with respect to the
financial statements and schedule of the ING Americas Savings Plan and ESOP
included in this Annual Report (Form 11-K) for the year ended December 31, 2003.
Atlanta, Georgia /s/ Ernst & Young LLP
June 21, 2004
Exhibit 99.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
In connection with the Annual Report on Form 11-K of the ING Americas Savings
Plan and ESOP (the "Plan") for the year ended December 31, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of
such officer's knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Plan.
Date: June 21, 2004
By: /s/ B. Scott Burton
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Name: B. Scott Burton
Title: Attorney in Fact
The foregoing certification is being furnished solely pursuant to 18 U.S.C.
Section 1350 and is not being filed as part of the Report or as a separate
disclosure document. This certification shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to
liability under that section. This certification shall not be deemed to be
incorporated by reference into any filing under the Securities Act of 1933 or
the Securities Exchange Act of 1934 except to the extent that this Exhibit 99.1
is expressly and specifically incorporated by reference in any such filing.
A signed original of this written statement required by Section 906 has been
provided to the Plan and will be retained by the Plan and furnished to the
Securities and Exchange Commission or its staff upon request.