ING Group : ING announces price range and size of offering for proposed IPO of ING U.S.

ING Group : ING announces price range and size of offering for proposed IPO of
                                   ING U.S.

ING announced today that ING U.S., Inc., its U.S.-based retirement, investment
and insurance business, has filed a preliminary prospectus with the U.S.
Securities and Exchange Commission (SEC) in connection with its proposed
Initial Public Offering (IPO).

The proposed IPO will consist of both a primary component offered by ING U.S.
and a secondary component offered by ING Group, both at a currently estimated
price range of USD 21.00 to USD 24.00 per share. Based on this price range,
the total offering would be USD 1.4 billion to USD 1.5 billion in size,
including USD 0.6 billion in primary proceeds for ING U.S. and between
approximately USD 0.8 billion and USD 0.9 billion in proceeds from the
secondary offering for ING Group. The proposed IPO would reduce the ownership
of ING Group in ING U.S. to 75%.

The underwriters have the option to purchase an additional number of ING U.S.
shares from ING Group at the initial public offering price, corresponding to a
maximum of 15% of the total number of shares offered in the proposed IPO.
Fully exercising this overallotment option would further reduce ING Group's
remaining stake in ING U.S. to approximately 71%.

ING Group intends to use the proceeds from the secondary offering for the
reduction of Group core debt. The USD 1.5 billion contingent funding facility
currently in place between ING U.S. and ING Bank N.V. will also be cancelled
upon completion of this offering.

The offering announced today will not impact the profit and loss account of
ING Group, as ING U.S. will continue to be fully consolidated by ING Group.
Upon completion, and excluding the overallotment option, this offering would
have a negative impact of approximately EUR 1.6 billion (at the midpoint of
the estimated price range) on the Shareholders' equity of ING Group. This
reflects the difference between the net proceeds of this offering to ING Group
and the estimated IFRS book value of the 25% stake divested through this
offering at IPO.This offering will not have a material impact on the
regulatory capital of either ING Insurance or ING Bank.

As previously announced, ING Group is divesting its insurance and investment
management businesses as part of a restructuring programme agreed with the
European Commission. The base case for the divestment of ING U.S. is through
an IPO as described in this announcement. Following the proposed IPO, ING
intends to divest its remaining stake in ING U.S. over time, as previously
agreed with the European Commission. The sale of any remaining shares is
subject to a lock-up period of 180 days from the publication of the final

ING U.S. is in the process of preparing its consolidated U.S. GAAP financial
statements for the quarter ended 31 March 2013, and has included in the
prospectus preliminary qualitative statements on its first quarter results.
Based on preliminary estimates and subject to completion of its financial
closing procedures, ING U.S. expects the quarter's operating earnings before
income taxes for the Ongoing Business to be materially consistent with the
trends previously disclosed in the registration statement and reflecting
continued execution on its business development and performance goals. The
preliminary prospectus notes that ING U.S.'s Closed Block Variable Annuity
equity hedge program focuses on protecting regulatory and rating agency
capital rather than earnings, and will generate losses when equity markets
increase. Given the significant equity market appreciation during the first
quarter of 2013, which is economically a positive for ING U.S. over the long
term, as well as the impact of non-performance risk, ING U.S. may incur a net
loss on a Company consolidated basis. This summary is not a comprehensive
statement of the financial results of ING U.S. for this period, and actual
results may differ materially from these estimates due to the completion of
financial closing procedures, final adjustments and other developments that
may arise between now and the time that the consolidated financial statements
for this period are issued. ING U.S. expects to be in a position to supplement
this summary with further information regarding its results prior to the
pricing of this offering.

Morgan Stanley & Co. LLC, Goldman, Sachs & Co., and Citigroup Global Markets
Inc. are acting as active joint book-running managers for the offering. The
offering of the ING U.S. shares will be made only by means of a prospectus.
Copies of the prospectus relating to the offering may be obtained for free
from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick
Street, 2nd Floor, New York, NY 10014, email:,
telephone: +1 (866) 718-1649; Goldman, Sachs & Co., Prospectus Department, 200
West Street, New York, NY 10282, telephone: +1 (866) 471-2526, facsimile: +1
(212) 902-9316 or by emailing; and Citigroup
Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717 (telephone: +1 (800) 831-9146).

The registration statement relating to these securities has been filed with
the US Securities and Exchange commission but has not yet become effective.
These securities may not be sold nor may offers to buy be accepted prior to
the time the registration statement becomes effective. A copy of the
registration statement may be obtained by visiting the SEC website at This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, any securities, nor shall there be any offer,
solicitation or sale of any securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.

Press enquiries                            Investor enquiries
ING Group: Victorina de Boer               ING Group: Investor Relations
+31 20 57 66373                            +31 20 57 66396        
ING U.S.: Dana E. Ripley                   ING U.S.: Darin Arita
+1 212 309 8444                            +1 212 309 8999           
ING is a global financial institution of Dutch origin, offering banking,
investments, life insurance and retirement services to meet the needs of a
broad customer base. Going forward, we will concentrate on our position as an
international retail, direct and commercial bank, while creating an optimal
base for an independent future for our insurance and investment management
Certain of the statements contained or referenced herein are not historical
facts, including, without limitation, certain statements made 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: (1) changes in general economic conditions, in
particular economic conditions
in ING's core markets, (2) changes in performance of financial markets,
including developing markets, (3) consequences of a
potential (partial) break-up of the euro, (4) the implementation of ING's
restructuring plan to separate banking and insurance
operations, (5) changes in the availability of, and costs associated with,
sources of liquidity such as interbank funding, as well as
conditions in the credit markets generally, including changes in borrower and
counterparty creditworthiness, (6) the frequency
and severity of insured loss events, (7) changes affecting mortality and
morbidity levels and trends, (8) changes affecting persistency levels, (9)
changes affecting interest rate levels, (10) changes affecting currency
exchange rates, (11) changes in investor, customer and policyholder behaviour,
(12) changes in general competitive factors, (13) changes in laws and
regulations, (14) changes in the policies of governments and/or regulatory
authorities, (15) conclusions with regard to purchase accounting assumptions
and methodologies, (16) changes in ownership that could affect the future
availability to us of net operating loss, net capital and built-in loss carry
forwards, (17) changes in credit-ratings, (18) ING's ability to achieve
projected operational synergies and (19) the other risks and uncertainties
detailed in the Risk Factors section contained in the most recent annual
report of ING Groep N.V. Any forward-looking statements made by or on behalf
of ING speak only as of the date they are made, and, ING assumes no obligation
to publicly update or revise any forward-looking statements, whether as a
result of new information or for any other reason. This document does not
constitute an offer to sell, or a solicitation of an offer to buy, any

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Source: ING Group via Thomson Reuters ONE
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