Completion of sale of ING Direct USA

ING announced the completion of the sale of ING Direct USA to Capital One as announced on 16 June 2011.

Total proceeds of the transaction are approximately USD 9.0bn (or approximately € 6.9bn), including USD 6.3bn in cash and USD 2.7bn in the form of 54.0 million shares in Capital One, based on the share price of USD 49.29 at closing on 16 February 2012. These shares represent a 9.7% stake in Capital One at closing.

The transaction has resulted in a positive result after tax of approximately € 0.5 billion. The sale has a positive impact on ING Bank's core Tier 1 ratio of approximately 80 basis points, leading to a pro-forma core Tier 1 ratio of 10.4% at closing, based on core Tier 1 of 9.6% per 31 December 2011.

In connection with the divestment of ING Direct USA, ING also completed the adjustment of the agreement with the Dutch State concerning the structure of the Illiquid Assets Back-up Facility (IABF) which was also announced on 16 June 2011. The amendment serves to delink the IABF from ING Direct USA by putting ING Bank in its place as counterparty for the Dutch State. The IABF is further amended to ensure a continued alignment between ING and the State regarding exposure to the Alt-A portfolio. Only the part of the IABF covering ING Direct USA, currently approximately 85% of the total IABF-portfolio, is adjusted in the amendment. The ING Insurance part of the IABF remains unaltered.

After the divestment of ING Direct USA, ING will remain active in the Unites States with its operations in insurance, retirement services and investment management and through its subsidiary ING Financial Holdings, offering commercial lending, corporate finance and financial markets products and services. ING Direct's operations in Canada, Spain, Australia, France, Italy, Germany, the United Kingdom and Austria are also not impacted by today's announcement.

Our View:
ING will see an after tax positive result of c. € 0.5bn but it is not clear at this stage how much of this was already represented in year-end 2011 results and equity.

Conclusion:
We maintain our Accumulate rating and € 9.0 target.