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: +31 20 564 7705
E-mail: Erwin.Olijslager@ing.com
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 |
- 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
Part II | Part III | Additional information | Financial Statements | ||
Contents
Part I | Part II | ||||
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 |
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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ING Groep NV published this content on 11 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 March 2022 11:59:03 UTC.