SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition Period from ________________ to __________________
Commission File No. 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 Financial Statements and Supplemental Schedule
2
The following financial statements and supplemental schedule for the ING
Americas Savings Plan and ESOP are being filed herewith:
Description Page
Financial Statements and Supplemental Schedule
December 31, 2002 and 2001, and the year ended December 31, 2002:
Report of Independent Auditors 3
Financial Statement:
Statements of Net Assets Available for Benefits as of:
December 31, 2002 4
December 31, 2001 5
Statements of Changes in Net Assets Available for Benefits for the year ended:
December 31, 2002 6
December 31, 2001 7
Notes to Financial Statements 8
Supplemental Schedule:
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) 21
The following exhibits are being filed herewith:
Exhibit No. Description
1 Consent of Independent Auditors - 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 Auditors
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 (formerly ING Savings Plan & ESOP) as of
December 31, 2002 and 2001, 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 auditing standards generally accepted
in the 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, 2002 and 2001, and the changes in its net assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States.
Our audits were made 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, 2002 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.
/s/ Ernst & Young LLP
Atlanta, Georgia
July 10, 2003
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.
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 $ 22,977,040 $ 1,610,172 $ 24,587,212
Mutual funds 246,573,757 - 246,573,757
Common stock 107,344,526 91,925,719 199,270,245
Participant loans 10,965,987 - 10,965,987
Investments at contract value 200,864,345 - 200,864,345
------------------------------------------------------------------
Total investments 588,725,655 93,535,891 682,261,546
Contribution receivable - participant 669,071 - 669,071
Contribution receivable - employer 380,384 - 380,384
Interest receivable 25,261 10,740 36,001
-------------------------------------------------------------------
Total assets 589,800,371 93,546,631 683,347,002
Liabilities
ESOP note payable - 12,544,401 12,544,401
-------------------------------------------------------------------
Net assets available for benefits $ 589,800,371 $ 81,002,230 $ 670,802,601
===================================================================
The accompanying notes are an integral part of these financial statements.
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 - participant 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 243,700 - 243,700
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 1,389,328 2,890,251 4,279,579
-------------------------------------------------------------------
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.
ING Americas Savings Plan and ESOP
Statement of Net Assets Available for Benefits
As of December 31, 2002
Allocated Unallocated Total
------------------------------------------------------------------
Additions:
Interest and dividends $ 12,965,227 $ 4,241,686 $ 17,206,913
Contributions - participant 26,836,177 - 26,836,177
Rollover contributions, 1,272,695 - 1,272,695
Principal payments on note - 4,493,550 4,493,550
Plan mergers 329,009,777 - 329,009,777
-------------------------------------------------------------------
Total additions 370,083,876 8,735,236 378,819,112
Deductions:
Net depreciation in fair value of investments 89,502,202 57,439,191 146,941,393
Benefits paid directly to participants 35,993,594 - 35,993,594
Administrative expenses 706,060 - 706,060
Cash used for debt service - 4,493,550 4,493,550
Interest expense - 1,506,450 1,506,450
-------------------------------------------------------------------
Total deductions 126,201,856 63,439,191 189,641,047
Allocation of shares 18,829,384 18,829,384) -
-------------------------------------------------------------------
Net increase (decrease) 262,711,404 (73,533,339) 189,178,065
Net assets available for benefits:
Beginning of year 327,088,967 154,535,569 481,624,536
------------------------------------------------------------------
End of year $ 589,800,371 $ 81,002,230 $ 670,802,601
===================================================================
The accompanying notes are an integral part of these financial statements.
ING AMERICAS SAVINGS PLAN AND ESOP
Notes to Financial Statements
1. Description of the Plan
General
The following is a general description of the ING Americas Savings Plan and
Employee Stock Ownership Plan ("ESOP"), hereinafter referred to as the "Plan."
Participants should refer to the Plan agreements 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 ("ERISA"), as amended.
ING North America Insurance Corporation is the Plan sponsor and ING US Pension
Committee is the plan administrator (the "Plan Administrator"). Effective
January 2002, ING National Trust became the sole trustee of the Plan. Riggs Bank
N.A. ("Riggs"), Mellon Bank ("Mellon"), Putnam and Northern Trust were the
former trustees ("Trustees") of the Plan through January 2002. The custodians in
2002 were ING National Trust and Investors Bank and Trust.
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 Amendment
Effective January 1, 2002, the Plan was amended to change the name of the Plan
to ING Americas Savings Plan and ESOP, from ING Savings Plan and ESOP, formerly
ReliaStar Financial Corporation Success Sharing Plan and ESOP through June 30,
2001.
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 ING Savings Plan and ESOP. The merging plans were
the ING Savings Plan ("ING Plan") and 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, however, in early 2002, the assets of the Plan were transferred to ING
National Trust.
Also during 2001, the retirement plan assets of the Lexington Management
Corporation Pay Conversion Plan were transferred into the Plan.
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.
Investment Options
At December 31, 2002, the Plan's assets were comprised of the following
investment vehicles: ING Life of Georgia GIC Account, ING Security Life GIC
Account, Stable Value Option Fund, ING GNMA Income Fund (I), ING Intermediate
Bond Fund (I), Fidelity Puritan Fund, ING Index Plus LargeCap Fund (I), Merrill
Lynch Equity Index Trust, Fidelity Blue Chip Growth Fund, ING Growth Fund (I),
ING LargeCap Growth Fund (I), ING Value Opportunity Fund (I), MFS Capital
Opportunities Fund, AIM Small Cap Growth Fund, ING Index Plus MidCap Fund (I),
ING Small Company Fund (I), ING SmallCap Opportunities Fund (I), ING Global
Technology Fund (I), ING International Fund (I), ING International Value Fund
(I), Janus Worldwide Fund, ING Market Stock Fund and ING Leveraged Stock Fund.
Concentrations of Risk
At December 31, 2002 and 2001, the Plan's assets were significantly concentrated
in 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 age, service and other qualifying requirements, as
defined in the applicable Plan agreement, are immediately eligible to
participate in the Plan.
Participant Accounts
Each participant's account is credited with the participant's contributions and
allocations of (a) the Company's contributions and (b) Plan investment results.
Allocations are based on participant earnings or account balances, as defined in
the applicable Plan agreement. Forfeited balances of terminated participants'
nonvested accounts are used to reduce future Company contributions 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 matching Company contributions plus actual earnings thereon is
based on a graded schedule related to years of service as defined in the Plan
document. Participants should refer to the applicable Plan agreement for a
complete discussion of vesting provisions.
The amount of cumulative forfeited nonvested participant accounts as of December
31, 2002 was $254,568.
Employee Contributions
As defined in the applicable Plan agreements for 2001, the level of elective
contributions varied among eligible groups of participants. Subject to these
limitations, participants of the former ING Plan could contribute up to 20% of
their pretax annual compensation; participants of the former AFS Plan could
contribute up to 10% of their pretax annual compensation; and participants of
the former RLR Plan could contribute up to 15% of their pretax annual
compensation. In 2002, all participants in the ING Americas Savings Plan may
contribute up to 20% of their pretax annual compensation. Participants may also
contribute amounts representing distributions from other qualified plans.
Contributions are subject to certain limitations of the IRC.
Employer Contributions
For 2001, the Company matched participant contributions in the following manner:
participants of the former ING Plan - 100% of each participant's contributions
up to 3% of eligible compensation plus 50% of each participant's contributions
up to the next 3% of eligible compensation; participants of the former AFS Plan
- 100% of each participant's contributions up to 5% of eligible compensation;
participants of the former RLR Plan - 100% of each participant's contributions
up to the first 6% of eligible compensation. For 2002, the Company matches
participant contributions at 100% of each participant's contributions up to the
first 6% of eligible compensation. The Company directs its match to the ING
Leveraged Stock Fund. Participants may reallocate this Company match to other
investment options within the Plan if they choose.
The annual amount component of the employer allocation is based on ING financial
performance and requires approval of the ING Board of Directors. Unallocated
shares are transferred to participant accounts based on participants' eligible
earnings.
Unallocated Amounts
The unallocated amounts shown on the financial statements of the Plan represent
the value of the shares of ING American Depository 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 are funded by dividends
received on ING common stock or by direct contributions from the Company.
Allocation of Shares
Under the former RLR Plan a portion of the unallocated ING American Depository
Shares is allocated to the accounts of eligible participants. This allocation is
composed of three components - a match of participant contributions, an annual
amount based on ING financial performance, and supplemental retirement
contributions. Under the former ING Plan and former AFS Plan, participants were
eligible for a match of participant contributions, which subsequent to the
merger of these plans in 2001, was made in ING Depository Shares. The Company
has no rights against the shares once they are allocated under the ESOP. During
2002 and 2001, the Company allocated a total of 1,581,946 and 739,759 shares
(adjusted for share splits, as applicable and net of dividend recoups) with a
corresponding value of $32,727,178, and $18,829,384, respectively.
In connection with the suspension of additional benefits provided by ReliaStar's
former defined benefit retirement plan, employees meeting certain age and
service requirements became eligible to receive transition benefits. Effective,
January 1, 1999, the Plan was amended to provide supplemental retirement
contributions via an ongoing transfer of unallocated shares to participant
accounts until their retirement. Participants may reallocate the supplemental
retirement contributions to other investment options within the Plan if they
choose. Effective January 1, 2002, participants are no longer provided
supplemental retirement contributions.
In lieu of receiving cash dividends earned on shares of ING Common Stock
(American Depository shares of ING Groep, N.V.), which have been allocated to
participants from the Unallocated Fund, participant accounts are credited with
equivalent shares of ING Common Stock. Dividends on the related shares are
transferred to the Unallocated Fund and are applied towards the service of the
unallocated note. The transfer of these earnings is classified net as allocation
of shares in the accompanying Statements of Changes in Net Assets Available for
Benefits. In 2002, shares in the amount of $2,264,981 were purchased from the
market rather than the exchange of dollars for shares in with the Unallocated
Fund.
Loans
Subject to the provisions of the Plan, 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 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%. In 2002, loan repayment
periods are for a maximum of five years. In 2001, loan repayment periods were
for a maximum of five years unless the loan was for the purchase of a primary
residence, in which case the maximum was ten 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 agreements, certain employees are also eligible for hardship
withdrawals, as defined in the IRC. Participants should refer to the applicable
Plan agreement for a complete discussion of benefit payment provisions.
Administrative Expenses
The Plan's expenses are paid by ING or the Plan, as provided by the Plan
agreements.
Plan Termination
Although ING has not expressed intent to discontinue the Plan in whole or in
part, it may do so at anytime, subject to requirements set forth in ERISA. In
the event of termination of the Plan, no additional employees shall become
participants and no further contributions shall be made to the Plan. All
participants shall have a 100% vested interest in their 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 ING American Depository Shares, guaranteed
investment contract ("GIC") related investments 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 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 ING American Depository 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, which represents
contributions and reinvested income, less any withdrawals plus accrued interest.
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 accounting principles
generally accepted in the United States requires management to make estimates
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
Reclassification
Certain 2001 balances have been reclassified to conform to the 2002
presentation.
3. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated February 26, 1999 stating that the Plan is qualified under Section 401(a)
of the IRC and, therefore, the related trust is not subject to taxation under
current law. Subsequent to the issuance of this determination letter, the Plan
was amended and a new determination letter was received (see Subsequent Event
footnote). Once qualified, the Plan is required to operate in conformity with
the Code to maintain its qualification. The Plan administrator believes the Plan
is being operated in compliance with the applicable requirements of the Code
and, therefore, believes that the Plan, as amended and restated, 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 ERISA. The following acts are
collectively referred to as the GUST amendment; the Retirement Protection Act of
1994, Uniformed Services Employment and Reemployment Rights Act of 1994, Small
Business Job Protection Act of 1996, 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 the years ended December 31:
2002 2001
--------------------------------
ING Company Shares, 13,839,507 and 7,476,237
shares (adjusted for share splits,
as applicable), respectively* $115,259,104 $199,270,245
Fidelity Blue Chip Growth Fund 31,991,509 44,332,347
Choice One GIC Fund N/A 44,330,289
ING Life of Georgia GIC Account** 97,188,721 95,199,687
Stable Value Option Fund 152,088,653 N/A
* 2001 amounts include non-participant-directed investments
**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:
2002 2001
-------------------------------------------
Mutual Funds $ (65,889,141) $ (33,388,150)
ING Company Shares (55,555,707) (113,553,243)
Insurance Contracts 8,820,013 -
-------------------------------------------
Net depreciation in fair value $ (112,624,835) $ (146,941,393)
===========================================
5. Non-participant-Directed Investments
Information about the net assets and the significant components of changes in
net assets related to nonparticipant-directed investments is as follows as of
and for the year ended December 31, 2001:
Investments at fair value:
Common stock $ 45,615,063
Change in net assets:
Employer allocation of shares 9,488,128
Interest, dividends and net appreciation
(depreciation) of fair value of investments (11,640,956)
Distributions to participants 5,066,424
In 2002, the Plan was amended to allow participants to reallocate the employer
match to other investment options. Therefore, effective January 1, 2002, all
investments are participant directed.
6. Investments in Insurance Contracts
As of December 31, 2002, the Plan maintains five GIC related investment options,
which are 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 Plan maintained the same investment options as of December 31, 2001,
excluding GA 14698. 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. The contracts held by the Plan are considered
fully benefit-responsive in accordance with American Institute of Certified
Public Accountants (AICPA) Statement of Position (SOP) 94-4 Reporting of
Investment Contracts Held by Health and Welfare Benefit Plans and Defined
Contribution Pension Plans and are carried at contract value. As of December 31,
2002 and 2001, the fair value of the investments in insurance contracts is
$278,307,937 and $197,564,034, 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 Fund Sponsors 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 as of the years ended
December 31:
2002 2001
--------------------- --------------------
GA 127-B 7.50% 7.75%
GA 110-B 7.50 7.75
GA 51478-1 6.36 6.43
GA 14698 5.13 6.00
GA 14679 7.44 7.44
The crediting interest rate for all contracts is as follows as of the years
ended December 31:
2002 2001
------------------ ---------------------
GA 127-B 7.50% 7.75%
GA 110-B 7.50 7.75
GA 51478-1 6.43 6.43
GA 14698 4.93 6.00
GA 14679 7.46 7.46
The minimum crediting interest rate for all contracts is as follows for the
years ended December 31, 2002 and 2001:
GA 127-B 3.00%
GA 110-B 3.00
GA 51478-1 0.00
GA 14698 0.00
GA 14679 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 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 can be made at
any time without penalty. The note is 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 ING American Depository Shares at a value of $54 per share of
ReliaStar common stock.
ING and ReliaStar pay / 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 are released for allocation to
participant accounts based on a prescribed schedule coinciding with payments on
the note. Interest is payable annually, however all remaining unpaid principal
under the note is due at the end of the 20-year period. During 2002, the Plan
made principal and interest payments of $7,422,511 and $1,200,000, respectively.
During 2001, the Plan made principal and interest payments of $4,493,550 and
$1,506,450, respectively. The remaining amount on the note will be paid off in
2003.
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.
Effective November 30, 2001, former investment allocations were mapped based on
prescribed tables into new funds and new options were made available to
participants. The following table represents a summary of this fund mapping:
Sector New Funds Former Funds
--------------------------- ------------------------------------- --------------------------------------
Global/International Janus Worldwide Fund Janus Worldwide Fund
Templeton Growth Fund
Putnam Global Growth
ING International Fund Aetna International Fund
American Century International Growth
ING International Value Fund Templeton Foreign Fund
Pilgrim International Value Fund
ING Global Technology Fund New Investment Option
Sector New Funds Former Funds
-------------------------- -------------------------------------- -----------------------------------------
Aggressive Growth ING Small Company Fund Aetna Small Company Fund
ING Index Plus MidCap Fund Pilgrim MidCap Opportunities Fund
ING SmallCap Opportunities Fund Pilgrim SmallCap Opportunities Fund
Franklin SmallCap Growth
AIM SmallCap Growth Fund New Investment Option
--------------------------------- ------------------------------------- --------------------------------------
Growth ING Growth Fund Aetna Growth Fund
MFS Capital Opportunities Fund MFS Capital Opportunities Fund
Putnam Voyager
ING LargeCap Growth Fund American Century Ultra Fund
Pilgrim Growth Opportunities
ING Value Opportunity Fund Putnam Fund for Growth & Income
Pilgrim Magna Cap
Fidelity Blue Chip Growth Fund Fidelity Blue Chip Growth Fund
--------------------------------- ------------------------------------- --------------------------------------
Growth and Income (stocks) ING Index Plus LargeCap Fund Aetna Growth & Income Fund
Pilgrim Research Enhanced Index
American Century Income & Growth
Aetna Index Plus LargeCap Fund
Merrill Lynch Equity Index Trust T Rowe Price Equity Index 500
Northern Institutional Equity Index
Merrill Lynch S&P 500
--------------------------------- ------------------------------------- --------------------------------------
Growth and Income (stocks and Fidelity Puritan Fund MFS Total Return Fund
bonds) Aetna Ascent Fund
Aetna Crossroads Fund
Aetna Legacy Fund
Putnam Convertible Income - Growth
Trust
Fidelity Puritan Fund
Pilgrim Balanced
--------------------------------- ------------------------------------- --------------------------------------
Income ING GNMA Income Fund Pilgrim GNMA Income Fund
Putnam American Govt. Income
ING Intermediate Bond Fund Calvert Income
Pilgrim High Yield Bond
Pilgrim High Yield II
Putnam Diversified Income Trust
PIMCO Total Return
Sector New Funds Former Funds
--------------------------------- ------------------------------------- --------------------------------------
Stability of Principal Stable Value Option Aetna Stable Value Option
Putnam Money Market
ING Money Market
Merrill Lynch US
Government Bond
Choice One
ING Life of Georgia GIC Life of Georgia Stable Value
LOG Income
ING Security Life GIC Security Life Annuity
--------------------------------- ------------------------------------- --------------------------------------
Company Stock ING Market Stock Fund ING Market Stock Fund
ING Stock A
ING Leveraged Stock Fund ING Leveraged Stock Fund
ING Stock B
In December 2001, all activity was suspended while account records and trust
assets were transferred to the new trustee and recordkeeper. During January
2002, current year contributions are directed to the new Plan 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 to the Plan. At December 31, 2002 and 2001, funds of
$390,530,180 and $277,589,368 were held in such investments and are considered
parties-in-interest to the Plan.
10. Subsequent Event
The Plan received a determination letter from the Internal Revenue Service dated
April 28, 2003, stating the Plan is qualified under Section 401(a) of the IRC
and, therefore, the related trust is not subject to taxation under current law.
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, 2002
Identity of Issue, Borrower, Description of Current
Lessor, or Similar Party Investment Value
(a) (b) (c) (e)
------- ------------------------------------------------ ------------------- ------------------
AIM Small Cap Growth Fund 496,671 units $ 9,178,475
Fidelity Blue Chip Growth Fund 1,001,613 units 31,991,509
Fidelity Puritan Fund 1,730,631 units 27,326,670
* ING Global Technology Fund 722,573 units 2,449,523
* ING GNMA Income Fund 612,973 units 5,535,150
* ING Growth Fund 762,419 units 6,945,636
* ING Index Plus LargeCap Fund 1,923,873 units 21,874,438
* ING Index Plus MidCap Fund 772,737 units 8,252,833
* ING Intermediate Bond Fund 1,235,183 units 12,895,311
* ING International Fund 949,952 units 6,744,662
* ING International Value Fund 1,151,781 units 11,840,308
* ING LargeCap Growth Fund 1,416,525 units 18,301,500
ING Leveraged Stock Fund 9,284,525 units 64,830,312
* ING Life of Georgia GIC Account 9,060,145 units 97,188,721
ING Market Stock Fund 2,670,426 units 18,637,173
* ING Security Life of Denver GIC Account 2,725,339 units 29,235,252
* ING Small Company Fund 654,552 units 7,330,980
* ING SmallCap Opportunities Fund 401,981 units 6,672,890
* ING Value Opportunity Fund 393,349 units 3,174,323
Janus Worldwide Fund 384,829 units 12,364,563
Merrill Lynch Equity Index Trust 333,039 units 21,500,997
MFS Capital Opportunities Fund 548,214 units 5,153,212
* Stable Value Option Fund 14,395,518 units 152,088,653
Unallocated Funds 31,791,619
Participant loans ** 12,008,225
------------------
$ 625,312,935
==================
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.
Signature
Pursuant to the requirements of the Securities and 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: July 15, 2003 By: ING US PENSION COMMITTEE
By: /S/ Darryl L. Harris
--------------------------------------------
Name: Darryl L. Harris
Title: Chairman, ING U.S. Pension Committee
Exhibit 1
CONSENT OF INDEPENDENT AUDITORS
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 July 10, 2003, 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, 2002.
/s/ Ernst & Young LLP
Atlanta, Georgia
July 10, 2003
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, 2002 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: July 15, 2003 /s/ Darryl L. Harris
-----------------------------------------------------
Name: Darryl L. Harris
Title: Chairman, ING U.S. Pension Committee
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.