ING GROEP NV

For the period ended Dec 31, 2023. Filed Mar 8, 2024.

About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2023 · Filed Mar 8, 2024

ING$31.82-2.5%Stored close · as of Nov 6, 2026

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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

For the fiscal year ended 31 December 2023

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

☐	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)

(Jurisdiction of incorporation or organization)

Bijlmerdreef 106

1102 CT Amsterdam

P.O. Box 1800,1000 BV Amsterdam

(Address of principal executive offices)

Erwin Olijslager

Telephone: +31 20 564 7705

E-mail: Erwin.Olijslager@ing.com

Bijlmerdreef 106

1102 CT Amsterdam

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

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

Title of each class	Trading symbols	Name of each exchange on which registered
American Depositary Shares	ING	New York Stock Exchange
Ordinary shares		New York Stock Exchange(i)
3.950% Fixed Rate Senior Notes due 2027	ING27	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
4.017% Callable Fixed-to-Floating Rate Senior Notes due 2028	ING28A	New York Stock Exchange
3.869% Callable Fixed-to-Floating Rate Senior Notes due 2026	ING26	New York Stock Exchange
4.252% Callable Fixed-to-Floating Rate Senior Notes due 2033	ING33	New York Stock Exchange
Callable Floating Rate Senior Notes due 2026	ING26A	New York Stock Exchange
6.083% Callable Fixed-to-Floating Rate Senior Notes due 2027	ING27C	New York Stock Exchange
$500,000,000 Callable Floating Rate Senior Notes due 2027	ING27D	New York Stock Exchange
$1,250,000,000 6.114% Callable Fixed-to-Floating Rate Senior Notes due 2034	ING34	New York Stock Exchange

(i)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 3,498,194,469

Indicate by check mark if the registrant is awell-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 1934. ☐ 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.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial

statements of the registrant included in the filing reflect the correction of an error to previously issued

financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery

analysis of incentive based compensation received by anyof the registrant’s executive officers during the

relevant recovery period pursuant to §240.10D-1(b).☐

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 by the International Accounting Standards Board ☒	Other ☐

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

Contents

Part I

	PRESENTATION OF INFORMATION	5
	CAUTIONARY STATEMENT WITH RESPECT TO FORWARD-LOOKING STATEMENTS	6
1	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS	8
2	OFFER STATISTICS AND EXPECTED TIMETABLE	8
3	KEY INFORMATION	8
4	INFORMATION ON THE COMPANY	25
4A	UNRESOLVED STAFF COMMENTS	71
5	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	72
6	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	88
7	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	125
8	FINANCIAL INFORMATION	127
9	THE OFFER AND LISTING	128
10	ADDITIONAL INFORMATION	129
11	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	135
12	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	136

Part II

13	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	139
14	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	139
15	CONTROLS AND PROCEDURES	139
16A	AUDIT COMMITTEE FINANCIAL EXPERT	141
16B	CODE OF ETHICS	141
16C	PRINCIPAL ACCOUNTANT FEES AND SERVICES	142
16D	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	143

16E	PURCHASES OF REGISTERED EQUITY SERVICES BY THE ISSUER AND AFFILIATED PURCHASERS	143
16F	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	145
16G	CORPORATE GOVERNANCE	146
16H	MINE SAFETY DISCLOSURE	147
16I	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	147
16J	INSIDER TRADING POLICIES	147
16K	CYBERSECURITY	147

Part III

17	FINANCIAL STATEMENTS	150
18	FINANCIAL STATEMENTS	150
19	EXHIBITS	151

Additional information

RISK MANAGEMENT	154
SELECTED STATISTICAL INFORMATION ON BANKING OPERATIONS	228

Contents	Part I	Part II	Part III	Additional information	Financial statements

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.