ING USA IPO to Price in $21-24/Share Range

ING (NYSE: ING) announced today that ING U.S., Inc., its U.S.-based retirement, investmentand insurance  business, has filed a preliminary prospectus with the U.S.Securities and Exchange Commission (SEC) in connection with its proposedInitial Public Offering (IPO).The proposed IPO will consist of both a primary component offered by ING U.S.and a secondary component offered by ING Group, both at a currently estimatedprice range of USD 21.00 to USD 24.00 per share. Based on this price range,the total offering would be USD 1.4 billion to USD 1.5 billion in size,including USD 0.6 billion in primary proceeds for ING U.S. and betweenapproximately USD 0.8 billion and USD 0.9 billion in proceeds from thesecondary offering for ING Group. The proposed IPO would reduce the ownershipof ING Group in ING U.S. to 75%.             The underwriters have the option to purchase an additional number of ING U.S.shares from ING Group at the initial public offering price, corresponding to amaximum of 15% of the total number of shares offered in the proposed IPO.Fully exercising this overallotment option would further reduce ING Group'sremaining stake in ING U.S. to approximately 71%.ING Group intends to use the proceeds from the secondary offering for thereduction of Group core debt. The USD 1.5 billion contingent funding facilitycurrently in place between ING U.S. and ING Bank N.V. will also be cancelledupon completion of this offering.The offering announced today will not impact the profit and loss account ofING Group, as ING U.S. will continue to be fully consolidated by ING Group.Upon completion, and excluding the overallotment option, this offering wouldhave a negative impact of approximately EUR 1.6 billion (at the midpoint ofthe estimated price range) on the Shareholders' equity of ING Group. Thisreflects the difference between the net proceeds of this offering to ING Groupand the estimated IFRS book value of the 25% stake divested through thisoffering at IPO. This offering will not have a material impact on theregulatory capital of either ING Insurance or ING Bank.As previously announced, ING Group is divesting its insurance and investmentmanagement businesses as part of a restructuring programme agreed with theEuropean Commission. The base case for the divestment of ING U.S. is throughan IPO as described in this announcement. Following the proposed IPO, INGintends to divest its remaining stake in ING U.S. over time, as previouslyagreed with the European Commission. The sale of any remaining shares issubject to a lock-up period of 180 days from the publication of the finalprospectus.ING U.S. is in the process of preparing its consolidated U.S. GAAP financialstatements for the quarter ended 31 March 2013, and has included in theprospectus preliminary qualitative statements on its first quarter results.Based on preliminary estimates and subject to completion of its financialclosing procedures, ING U.S. expects the quarter's operating earnings beforeincome taxes for the Ongoing Business to be materially consistent with thetrends previously disclosed in the registration statement and reflectingcontinued execution on its business development and performance goals. Thepreliminary prospectus notes that ING U.S.'s  Closed Block Variable Annuityequity hedge program focuses on protecting regulatory and rating agencycapital rather than earnings, and will generate losses when equity marketsincrease. Given the significant equity market appreciation during the firstquarter of 2013, which is economically a positive for ING U.S. over the longterm, as well as the impact of non-performance risk, ING U.S. may incur a netloss on a Company consolidated basis. This summary is not a comprehensivestatement of the financial results of ING U.S. for this period, and actualresults may differ materially from these estimates due to the completion offinancial closing procedures, final adjustments and other developments thatmay arise between now and the time that the consolidated financial statementsfor this period are issued. ING U.S. expects to be in a position to supplementthis summary with further information regarding its results prior to thepricing of this offering.Morgan Stanley & Co. LLC, Goldman, Sachs & Co., and Citigroup Global MarketsInc. are acting as active joint book-running managers for the offering.