ING Groep N : 2021 Annual Report ING Groep N.V. on Form 20-F (PDF 7 MB)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

• REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
  EXCHANGE ACT OF 1934

OR

• ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
  OF 1934

For the fiscal year ended 31 December 2021

OR

• TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
  ACT OF 1934

OR

• SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE ACT OF 1934

Commission File Number: 001-14642

ING GROEP NV

(Exact name of Registrant as specified in its charter)

ING GROUP

(Translation of Registrant's name into English)

The Netherlands

(Jurisdiction of incorporation or organization)

ING Groep N.V. Bijlmerdreef 106

1102 CT Amsterdam

P.O. Box 1800, 1000 BV Amsterdam

The Netherlands

(Address of principal executive offices)

Erwin Olijslager

Telephone: [phone]

E-mail: [e-mail]

Bijlmerdreef 106

1102 CT Amsterdam

The Netherlands

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

				Name of each exchange on which
Title of each class		Trading symbols		registered
American Depositary Shares		ING		New York Stock Exchange
Ordinary shares				New York Stock Exchange(i)
3.150% Fixed Rate Senior Notes due 2022		ING22		New York Stock Exchange
3.950% Fixed Rate Senior Notes due 2027		ING27		New York Stock Exchange
Floating Rate Senior Notes due 2022		ING22A		New York Stock Exchange
Floating Rate Senior Notes due 2023		ING23A		New York Stock Exchange
4.100% Fixed Rate Senior Notes due 2023		ING23		New York Stock Exchange
4.550% Fixed Rate Senior Notes due 2028		ING28		New York Stock Exchange
3.550% Fixed Rate Senior Notes due 2024		ING24		New York Stock Exchange
4.050% Fixed Rate Senior Notes due 2029		ING29		New York Stock Exchange
1.726% Callable Fixed-to-Floating Rate Senior
Notes due 2027		ING27A		New York Stock Exchange
2.727% Callable Fixed-to-Floating Rate Senior
Notes due 2032		ING32		New York Stock Exchange
Callable Floating Rate Senior Notes due 2027		ING27B		New York Stock Exchange

1. Not for trading, but only in connection with the registration of American Depositary Shares representing such ordinary shares, pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act.	None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.	None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

Ordinary Shares, nominal value EUR 0.01 per Ordinary Share

3,904,065,304

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act.	☐ Yes ☒ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 193

☐ Yes ☒ No

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

• Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

• Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer," accelerated filer," and

"emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒	Accelerated filer☐	Non-accelerated filer☐	Emerging growth company☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

• The term "new or revised financial accounting standard" refers to any update issued by the Financial
  Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP☐	International Financial Reporting Standards as issued	Other ☐
	by the International Accounting Standards Board ☒

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2 of the Exchange Act).

☐ Yes ☒ No

ING GROUP

Annual Report 2021 on Form 20-F

Contents	Part I	Part II	Part III	Additional information	Financial Statements

Contents

Part I		Part II
	PRESENTATION OF INFORMATION	5	13	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	131
	CAUTIONARY STATEMENT WITH RESPECT TO FORWARD-LOOKING STATEMENTS	6	14	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	131
1	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS	8	15	CONTROLS AND PROCEDURES	131
2	OFFER STATISTICS AND EXPECTED TIMETABLE	8	16A	AUDIT COMMITTEE FINANCIAL EXPERT	133
3	KEY INFORMATION	8	16B	CODE OF ETHICS	133
4	INFORMATION ON THE COMPANY	32	16C	PRINCIPAL ACCOUNTANT FEES AND SERVICES	136
4A	UNRESOLVED STAFF COMMENTS	64	16D	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	136
5	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	65	16E	PURCHASES OF REGISTERED EQUITY SERVICES BY THE ISSUER AND AFFILIATED PURCHASERS	136
6	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	83	16F	CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT	137
7	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	118	16G	CORPORATE GOVERNANCE	137
8	FINANCIAL INFORMATION	120	16H	MINE SAFETY DISCLOSURE	139
9	THE OFFER AND LISTING	121	16I	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	139
10	ADDITIONAL INFORMAT ION	122
11	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	128	Part III
12	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	129
			17	FINANCIAL STATEMENTS	140
			18	FINANCIAL STATEMENTS	140
			19	EXHIBITS	141
			Additional information
			RISK MANAGEMENT	143
			SELECTED STATISTICAL INFORMATION ON BANKING OPERATIONS	247

Contents	Part I	Part II	Part III	Additional information	Financial Statements

PRESENTATION OF INFORMATION

In this Annual Report, and unless otherwise stated or the context otherwise dictates, references to "ING Groep N.V.", "ING Groep" and "ING Group" refer to ING Groep N.V. and references to "ING", the "Company", the "Group", "we" and "us" refer to ING Groep N.V. and its consolidated subsidiaries. ING Groep N.V.'s primary banking subsidiary is ING Bank N.V. (together with its consolidated subsidiaries, "ING Bank"). References to "Executive Board" and "Supervisory Board" refer to the Executive Board or Supervisory Board of ING Groep N.V., respectively.

ING presents its consolidated financial statements in euros, the currency of the European Economic and Monetary Union. Unless otherwise specified or the context otherwise requires, references to "$", "US$" and "Dollars" are to the United States dollars and references to "EUR" are to euros.

ING prepares financial information in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS-IASB") for purposes of reporting with the U.S. Securities and Exchange Commission ("SEC"), including financial information contained in this Annual Report on Form 20-F. ING Group's accounting policies and its use of various options under IFRS-IASB are described under 'Principles of valuation and determination of results' in the consolidated financial statements. In this document the term "IFRS- IASB" is used to refer to IFRS-IASB as applied by ING Group.

The published 2021 Annual Accounts of ING Group, however, are prepared in accordance with IFRS-EU.IFRS-EU refers to International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU"), including the decisions ING Group made with regard to the options available under IFRS as adopted by the EU (IFRS-EU).

ING Group Annual Report 2021 on Form 20-F

IFRS-EU differs from IFRS-IASB, in respect of certain paragraphs in IAS 39 'Financial Instruments: Recognition and Measurement' regarding hedge accounting for portfolio hedges of interest rate risk. Under IFRS-EU, ING Group applies fair value hedge accounting for portfolio hedges of interest rate risk (fair value macro hedges) in accordance with the EU "carve-out" version of IAS 39. Under the EU "IAS 39 carve-out", hedge accounting may be applied, in respect of fair value macro hedges, to core deposits and hedge ineffectiveness is only recognised when the revised estimate of the amount of cash flows in scheduled time buckets falls below the original designated amount of that bucket, and is not recognised when the revised amount of cash flows in scheduled time buckets is more than the original designated amount. Under IFRS-IASB, hedge accounting for fair value macro hedges cannot be applied to core deposits and hedge ineffectiveness arises whenever the revised estimate of the amount of cash flows in scheduled time buckets is either more or less than the original designated amount of that bucket. IFRS-IASB financial information is prepared by reversing the hedge accounting impacts that are applied under the EU "carve-out"' version of IAS 39. Financial information under IFRS-IASB accordingly does not take account of the possibility that, had ING Group applied IFRS-IASB as its primary accounting framework, it might have applied alternative hedge strategies where those alternative hedge strategies could have qualified for IFRS-IASB compliant hedge accounting. These decisions could have resulted in different shareholders' equity and net result amounts compared to those indicated in this Annual Report on Form 20-F.

Other than for the purpose of SEC reporting, ING Group intends to continue to prepare its Annual Accounts under IFRS-EU. A reconciliation between IFRS-EU and IFRS-IASB for shareholders' equity and net result is included in Note 1 'Basis of preparation and significant accounting policies''' to the consolidated financial statements.

Certain amounts set forth herein, such as percentages, may not sum due to rounding.

This Annual Report on Form 20-F contains inactive textual addresses to Internet websites operated by us and third parties. Reference to such websites is made for information purposes only, and information found at such websites is not incorporated by reference into this Annual Report on Form 20-F.

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