SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 6-K

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

ING Groep N.V.

Amstelveenseweg 500

1081-KL Amsterdam

The Netherlands

     Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F þ          Form 40-F o

     Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T rule 101(b)(1): ___

     Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T rule 101(b)(7): ___

     Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o          No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b).

 

 

This Report contains a copy of the following:

(1)

ING Condensed Consolidated Interim Accounts for the Six Month Period ended June 30, 2008.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: August 13, 2008

4. Introduction

This section includes the ING Group Condensed consolidated interim accounts, prepared in accordance with International Accounting Standard 34 Interim Financial Reporting (IAS 34) and including the review report of Ernst & Young Accountants LLP. These condensed consolidated interim accounts are prepared in accordance with International Financial Reporting Standards as adopted by the European Union (‘IFRS-EU’). Other sections of this Group Statistical Supplement are presented on an underlying basis, i.e. excluding gains/losses on divestments, profit from divested units and certain special items. A reconciliation between Underlying net profit and Net profit (attributable to shareholders of parent) in accordance with IFRS-EU is provided in Section 1.1 ‘ING Group: Income Statement’ of this Group Statistical Supplement.

4.1 Condensed consolidated balance sheet* of ING Group as at

		30 June				31 December
(in € mln)		2008				2007
Assets
Cash and balances with central banks			13,162				12,406
Amounts due from banks			69,834				48,875
Financial assets at fair value through profit and loss			341,638				327,130
Investments			271,699				292,650
Loans and advances to customers			592,642				552,964
Reinsurance contracts			5,684				5,874
Property and equipment			6,318				6,237
Other assets			68,969				66,374
Total assets			1,369,946				1,312,510
Equity
Shareholders’ equity (parent)			28,060				37,208
Minority interests			1,905				2,323
Total equity			29,965				39,531
Liabilities
Preference shares			2				21
Subordinated loans			9,635				7,325
Debt securities in issue/other borrowed funds			120,122				94,053
Insurance and investment contracts			253,587				265,712
Amounts due to banks			161,299				166,972
Customer deposits and other funds on deposit			535,881				525,216
Financial liabilities at fair value through profit and loss			217,858				169,821
Other liabilities			41,597				43,859
Total liabilities			1,339,981				1,272,979
Total equity and liabilities			1,369,946				1,312,510

* Unaudited

The accompanying notes referenced from 4.5.1 to 4.5.9 are an integral part of these condensed consolidated interim accounts

4.2 Condensed consolidated profit and loss account* of ING Group for

		3 month period								6 month period
		1 April to 30 June								1 January to 30 June
(in € mln)		2008				2007				2008				2007
Interest income banking operations			22,591				18,028				46,472				35,463
Interest expense banking operations			-19,929				-15,724				-41,271				-31,017
Interest result banking operations			2,662				2,304				5,201				4,446
Gross premium income			11,155				11,573				23,729				23,207
Investment Income			2,202				3,559				4,813				6,456
Commission income			1,243				1,219				2,480				2,428
Other income			168				505				1,205				1,139
Total income			17,430				19,160				37,428				37,676
Underwriting expenditure			10,964				11,843				24,644				23,894
Addition to loan loss provision			234				25				331				25
Intangible amortisation and other impairments			23				-13				60				-22
Staff expenses			2,179				2,079				4,368				4,179
Other interest expenses			218				298				483				559
Other operating expenses			1,602				1,880				3,285				3,533
Total expenses			15,220				16,112				33,171				32,168
Profit before tax			2,210				3,048				4,257				5,508
Taxation			313				412				796				914
Net profit (before minority interests)			1,897				2,636				3,461				4,594
Attributable to:
Shareholders of the parent			1,920				2,559				3,460				4,452
Minority interests			-23				76				1				142
			1,897				2,635				3,461				4,594

		30 June				30 June				30 June				30 June
(in Euro)		2008				2007				2008				2007
Earnings per ordinary share (attributable to shareholders of the parent)			0.94				1.18				1.68				2.06
Diluted earnings per ordinary share			0.94				1.17				1.68				2.04

The accompanying notes referenced from 4.5.1 to 4.5.9 are an integral part of these condensed consolidated interim accounts

4.3 Condensed consolidated statement of cash flows* of ING Group for the six month period ended

		30 June				30 June
(in € mln)		2008				2007
Net cash flow from operating activities			-11,034				129
Investments and advances:
Group companies			-452				-276
Associates			-584				-452
Available-for-sale investments			-129,777				-144,543
Held-to-maturity investments			-314				—
Real estate investments			-339				-298
Property and equipment			-257				-456
Assets subject to operating leases			-723				-746
Investments for risk of policyholders			-47,631				-25,453
Other investments			-389				-112
Disposals and redemptions:
Group companies			443				70
Associates			380				360
Available-for-sale investments			129,497				142,755
Held-to-maturity investments			1,027				322
Real estate investments			149				138
Property and equipment			95				102
Assets subject to operating leases			200				200
Investments for risk of policyholders			43,892				23,444
Other investments			4				9
Net cash flow from investing activities			-4,779				-4,936
Proceeds from issuance of subordinated loans			2,711				719
Proceeds from borrowed funds and debt securities			195,292				165,555
Repayments of borrowed funds and debt securities			-166,329				-162,078
Issuance of ordinary shares			448				350
Payments to acquire treasury shares			-2,242				-990
Sales of treasury shares			74				291
Dividends paid			-1,782				-1,600
Net cash flow from financing activities			28,172				2,247
Net cash flow			12,359				-2,560
Cash and cash equivalents at beginning of period			-16,811				-1,795
Effect of exchange rate changes on cash and cash equivalents			99				140
Cash and cash equivalents at end of period			-4,353				-4,215
Cash and cash equivalents comprises the following items
Treasury bills and other eligible bills			6,088				6,898
Amounts due from/to banks			-23,603				-23,831
Cash and balances with central banks			13,162				12,718
Cash and cash equivalents at end of period			-4,353				-4,215

* Unaudited

The accompanying notes referenced from 4.5.1 to 4.5.9 are an integral part of these condensed consolidated interim accounts

4.4 Condensed consolidated statement of changes in equity* of ING Group for the six month period ended

									30 June												30 June
									2008												2007
		Total												Total
		shareholders’				Minority								shareholders’				Minority
(in € mln)		equity (parent)				interests				Total				equity (parent)				interests				Total
Balance at beginning of period			37,208				2,323				39,531				38,266				2,949				41,215
Unrealised revaluations after taxation			-8,155				-27				-8,182				-1,885				-34				-1,919
Realised gains/losses transferred to profit and loss			-448				—				-448				-1,226				—				-1,226
Change in cash flow hedge reserve			-49				—				-49				-1,033				—				-1,033
Transfer to insurance liabilities/DAC			1,046				2				1,048				1,259				4				1,263
Employee stock options and share plans			52				—				52				45				—				45
Exchange rate differences			-1,625				-78				-1,703				69				1				70
Total amount recognised directly in equity			-9,179				-103				-9,282				-2,771				-29				-2,800
Net profit			3,460				1				3,461				4,452				142				4,594
Change in composition of the group			—				-281				-281				—				-952				-952
Dividend			-1,716				-35				-1,751				-1,585				—				-1,585
Cancellation of shares (share buy back)			-4,455				—				-4,455				—				—				—
Purchase/sale of treasury shares			2,294				—				2,294				-546				—				-546
Exercise of warrants and options			448				—				448				350				—				350
Balance at end of period			28,060				1,905				29,965				38,166				2,110				40,276

* Unaudited

The accompanying notes referenced from 4.5.1 to 4.5.9 are an integral part of these condensed consolidated interim accounts

4.5 Notes to the condensed consolidated interim accounts*

INTERIM
4.5.1 Basis of preparation

These condensed consolidated interim accounts have been prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting”. The accounting principles used to prepare these condensed consolidated interim accounts comply with International Financial Reporting Standards as adopted by the European Union and are consistent with those set out in the notes to the 2007 Consolidated Annual Accounts of ING Group.

IFRIC 12 Service concession arrangements and IFRIC 14 The limit of a defined benefit asset, minimum funding requirements and their interaction became effective as of 1 January 2008. Neither of these interpretations had a material effect on equity or profit for the period. No other new standards became effective in the first half of 2008 and recently issued standards that become effective after 30 June 2008 are not expected to have a material effect on equity or profit for the period. ING Group has not early adopted any new International Financial Reporting Standards or Interpretation in the first half of 2008.

International Financial Reporting Standards as adopted by the EU provide several options in accounting principles. ING Group’s accounting principles under International Financial Reporting Standards as adopted by the EU and its decision on the options available are set out in the section “Principles of valuation and determination of results” in the 2007 Annual Accounts.

These condensed consolidated interim accounts should be read in conjunction with ING Group’s 2007 Annual Accounts.

Certain amounts recorded in the condensed consolidated interim accounts reflect estimates and assumptions made by management. Actual results may differ from the estimates made. Interim results are not necessarily indicative of full-year results.

The presentation of, and certain terms used in, these condensed consolidated interim accounts have been changed from the 2007 Consolidated annual accounts of ING Group to provide more relevant information. Certain comparative amounts have been reclassified to conform with the current period presentation. None of the changes are significant in nature.

* Unaudited		page 6

INTERIM
4.5.2 Loans and advances to customers by insurance and banking operations

		30 June				31 December
(in € mln)		2008				2007
Insurance operations			29,338				27,576
Banking operations			572,065				528,540
			601,403				556,116
Eliminations			-8,761				-3,152
			592,642				552,964

INTERIM
4.5.3 Loans and advances to customers by type — banking operations

		30 June				31 December
(in € mln)		2008				2007
Loans to or guaranteed by public authorities			23,826				23,639
Loans secured by mortgages			287,767				273,928
Loans guaranteed by credit institutions			7,385				2,542
Other personal lending			27,742				24,759
Other corporate loans			227,341				205,660
			574,061				530,528
Provision for loan losses			-1,996				-1,988
			572,065				528,540

INTERIM
4.5.3 Continued — Changes in loan loss provision

		Insurance								Banking								Total
		30 June				31 December				30 June				31 December				30 June				31 December
(in € mln)		2008				2007				2008				2007				2008				2007
Opening balance			30				37				2,001				2,642				2,031				2,679
Changes in the composition of the group			—				-3				—				98				—				95
Write-offs			-1				-11				-393				-952				-394				-963
Recoveries			1				1				49				59				50				60
Increase in loan loss provision			9				8				331				125				340				133
Exchange differences			-1				-1				-15				-19				-16				-20
Other changes			—				-1				24				48				24				47
Closing balance			38				30				1,997				2,001				2,035				2,031
The closing balance is included in
- amounts due from banks			—				—				1				13				1				13
- loans and advances to customers			38				30				1,996				1,988				2,034				2,018
			38				30				1,997				2,001				2,035				2,031

Changes in loan loss provisions relating to insurance operations are presented under Investment income. Changes in the loan loss provision relating to banking operations are

page 7

presented on the face of the profit and loss account.

INTERIM
4.5.4 Investment income

3 month period		Insurance								Banking								Total
		1 April to 30 June								1 April to 30 June								1 April to 30 June
(in € mln)		2008				2007				2008				2007				2008				2007
Income from real estate investments			21				17				51				57				72				74
Dividend income			294				318				9				14				303				332
Income from investments in debt securities			1,394				1,683				—				—				1,394				1,683
Income from loans			408				508				—				—				408				508
Realised gains/losses on disposal of debt securities			-81				-75				-10				59				-91				-16
Impairments of available-for-sale debt securities			-60				—				-6				—				-66				—
Realised gains/losses on disposal of equity securities			675				845				54				93				729				938
Impairments of available-for-sale equity securities			-251				-2				-97				-8				-348				-10
Change in fair value of real estate investments			-11				24				-188				26				-199				50
			2,389				3,318				-187				241				2,202				3,559

6 month period		Insurance								Banking								Total
		1 January to 30 June								1 January to 30 June								1 January to 30 June
(in € min)		2008				2007				2008				2007				2008				2007
Income from real estate investments			34				37				103				123				137				160
Dividend income			455				420				53				54				508				474
Income from investments in debt securities			3,165				3,233				—				—				3,165				3,233
Income from loans			861				1,153				—				—				861				1,153
Realised gains/losses on disposal of debt securities			26				-65				16				133				42				68
Impairments of available-for-sale debt securities			-112				1				-31				—				-143				1
Realised gains/losses on disposal of equity securities			775				1,090				83				210				858				1,300
Impairments of available-for-sale equity securities			-288				-10				-105				-11				-393				-21
Change in fair value of real estate investments			-1				36				-221				52				-222				88
			4,915				5,895				-102				561				4,813				6,456

page 8

INTERIM
4.5.5 Other income

3 month period		Insurance								Banking								Total
		1 April to 30 June								1 April to 30 June								1 April to 30 June
(in € mln)		2008				2007				2008				2007				2008				2007
Net gains/losses on disposal of group companies			2				-1				2				22				4				21
Valuation results on non-trading derivatives			-394				-230				179				-69				-215				-299
Net trading income			-30				144				249				150				219				294
Profit from associates			29				131				-8				71				21				202
Other income			29				68				110				219				139				287
			-364				112				532				393				168				505
Profit from associates includes:
Share of results from associates			29				131				-5				71				24				202
Impairments			—				—				-3				—				-3				—
			29				131				-8				71				21				202

6 month period		Insurance								Banking								Total
		1 January to 30 June								1 January to 30 June								1 January to 30 June
(in € mln)		2008				2007				2008				2007				2008				2007
Net gains/losses on disposal of group companies			48				-1				6				24				54				23
Valuation results on non-trading derivatives			132				-437				270				-91				402				-528
Net trading income			-239				226				477				499				238				725
Profit from associates			65				301				-23				135				42				436
Other income			110				146				359				337				469				483
			116				235				1,089				904				1,205				1,139
Profit from associates includes:
Share of results from associates			65				301				-2				135				63				436
Impairments			—				—				-21				—				-21				—
			65				301				-23				135				42				436

INTERIM
4.5.6 Segment Reporting

3 month period		Insurance				Insurance				Insurance				Wholesale				Retail				ING												Total
(in € mln)		Europe				Americas				Asia/Pacific				Banking				Banking				Direct				Other				Eliminations				Group
1 April to 30 June 2008
Total income			3,531				6,942				2,975				1,178				1,939				650				826				-611				17,430
Underlying profit before tax			397				374				125				365				558				179				248				—				2,246
Divestments			—				—				—				—				—				—				2				—				2
Special items (1)			—				—				—				—				-38				—				—				—				-38
Profit before income tax			397				374				125				365				520				179				250				—				2,210
1 April to 30 June 2007 (2)
Total income			4,207				7,178				3,534				1,268				1,858				571				587				-42				19,161
Underlying profit before tax			679				593				153				604				619				171				466				—				3,285
Divestments			15				—				—				—				—				—				—				—				15
Special items			—				—				—				—				-252				—				—				—				-252
Profit before income tax			694				593				153				604				367				171				466				—				3,048

6 month period		Insurance				Insurance				Insurance				Wholesale				Retail				ING												Total
(in € mln)		Europe				Americas				Asia/Pacific				Banking				Banking				Direct				Other				Eliminations				Group
1 January to 30 June 2008
Total income			7,938				14,436				7,303				2,486				3,884				1,259				1,333				-1,212				37,427
Underlying profit before tax			736				691				307				935				1,196				333				174				—				4,372
Divestments			—				62				—				—				—				—				-15				—				47
Special items			—				—				—				—				-164				—				—				—				-164
Profit before income tax			736				753				307				935				1,032				333				159				—				4,255
1 January to 30 June 2007 (2)
Total income			9,047				14,051				6,637				2,597				3,736				1,131				587				-110				37,676
Underlying profit before tax			1,120				1,126				312				1,269				1,229				336				327				—				5,719
Divestments			42				—				—				—				—				—				—				—				42
Special items			—				—				—				—				-252				—				—				—				-252
Profit before income tax			1,162				1,126				312				1,269				977				336				327				—				5,509

INTERIM
4.5.7 Acquisitions and Disposals

Oyak Emeklilik

On 17 June 2008, ING reached an agreement with Oyak Group to acquire the voluntary pension fund Oyak Emeklilik. Under the terms of the agreement, ING will acquire 100 percent for a total consideration of EUR 110 million. The transaction is subject to regulatory approval and is expected to be closed and booked in the second half of 2008.

NRG

On 28 December 2007, ING reached an agreement with Berkshire Hathaway Group to sell its reinsurance unit NRG N.V. for EUR 272 million. The sale is part of ING’s strategy to focus on its core activities: banking, life insurance, investments and retirement services. The sale resulted in net capital losses for ING of EUR 144 million, of which EUR 129 million were booked in 4Q 2007, EUR 17 million in 1Q2008 and a profit of EUR 2 million in 2Q2008. The 2008 results are predominantly caused by currency exchange rate changes.

CitiStreet

On 2 May 2008, ING Group announced that it had reached an agreement with Citigroup, Inc. and State Street Corporation to acquire CitiStreet, a leading retirement plan and benefit service and administration organisation in the US defined contribution marketplace. ING will acquire 100 percent of CitiStreet for a total consideration of EUR 570 million. The combined operations will make ING the third-largest defined contribution business in the US based on assets under management and assets under administration. On 1 July 2008, ING received final regulatory approval and completed the acquisition.

Interhyp

On 19 May 2008, ING Direct announced its plan to launch a public tender offer for Interhyp AG, Germany’s largest independent residential mortgage distributor, at EUR 64 per share, reflecting a valuation of the company at EUR 416 million. On 14 July 2008, ING Direct announced it had received regulatory approval. On 30 July, ING Direct announced that approximately 90% of Interhyp shares were tendered, giving it a controlling stake in the company. The transaction will be booked in 3Q2008.

Mexican insurance business

On 22 July 2008, ING announced it had received regulatory approval and completed the sale of part of its Mexican business, Seguros ING SA de CV and subsidiaries, to AXA as announced on 12 February 2008, for a total consideration of EUR 950 million (USD 1.5 billion). The sale will allow ING to focus on growing its existing Mexican pension (Afore) and annuities businesses. The capital gain will be in a range of EUR 150 to EUR 200 million and will be booked in 3Q2008.

Chile health business

Consistent with its increasing focus on wealth management, ING completed the sale of its health business in Chile, ING Salud, to Said Group and Linzor Capital Partners on 10 January 2008. The sale resulted in a net capital gain of EUR 62 million in 1Q2008.

Latin American pension business

On 17 January 2008, ING closed the final transaction to acquire 100 percent of Banco Santander’s pension and annuity businesses in Mexico, Chile, Colombia, Uruguay and Argentina. On 27 July and on 14 November 2007, ING signed agreements with Banco Santander to acquire these five mandatory pension fund management companies and an annuity company in Argentina for a total consideration of EUR 1.1 billion.

The initial accounting for the fair value of the net assets of certain companies acquired within the last 12 months has been determined only provisionally at 30 June 2008. Also, the analysis of the contributory factors relating to goodwill will only be determined once the final values have been determined. The initial accounting shall be completed within a year of acquisition in accordance with IFRS 3 and the policies, procedures and risk management of the companies acquired shall be brought in line with ING accordingly.

INTERIM
4.5.8 Issuances, repurchases and repayment of debt and equity securities in issue

Preference shares A

On 5 March 2008, ING announced the tender offer for the six million issued and outstanding (depositary receipts of) preference shares A of ING Groep N.V., with a nominal value of EUR 1.20 each. The purchase price for each share offered in accordance with the tender offer is EUR 3.60, or EUR 22 million in total. The purchase has no significant impact on ING Group’s earnings or key ratios. All preference shares A not held by ING will be cancelled.

ING Perpetuals IV

On 3 April 2008, ING announced that it intends to issue euro-denominated perpetual subordinated bonds, called ING Perpetuals IV. On 10 April, ING announced it had raised EUR 1.5 billion; the coupon rate was fixed at 8% with issue price par. ING has submitted an application for the ING Perpetuals IV to be traded on Euronext Amsterdam by NYSE Euronext. The issue qualifies as hybrid Tier-1 capital for ING Group, and the proceeds from the sale will be used to finance organic growth.

Buyback

On 23 May 2008, ING announced it had completed the share buyback programme started in June 2007. Under the programme ING has repurchased 183 million ordinary shares in the market for a total consideration of EUR 4.9 billion. The average purchase price for the total programme was EUR 26.77.

INTERIM
4.5.9 Market developments

In the first 6 months of 2008 the total expense recognised in the profit and loss relating to the ongoing credit and liquidity crisis was EUR 140 million (EUR 80 million in the first quarter, EUR 60 million in the second quarter). This amount relates to exposures to pressurised asset classes and leveraged finance, as well as monoline insurers and investments in Structured Investment Vehicles (SIVs) and Asset-Backed Commercial Paper. Furthermore ING recognised in the second quarter EUR -398 million and in the first quarter EUR -3,627 million directly in equity relating to the pre-tax revaluation of pressurised asset classes. Disclosure on Special Purpose Entities is provided in Note 27 in the 2007 Annual Report; no material changes occurred in the first 6 months of 2008.

4.6 Review report

To the Shareholders, the Supervisory Board and the Executive Board of ING Groep N.V.

REVIEW REPORT
Introduction We have reviewed the accompanying condensed consolidated balance sheet of ING Groep N.V. (the ‘Company’), Amsterdam, as at 30 June 2008, the related condensed consolidated profit and loss account for the three-month period and the six-month period then ended, and the related condensed consolidated statement of cash flows and statement of changes in equity for the six-month period then ended and explanatory notes. Management of the Company is responsible for the preparation and presentation of these condensed consolidated interim accounts in accordance with International Financial Reporting Standards as adopted by the European Union (‘IAS 34’). Our responsibility is to express a conclusion on these condensed consolidated interim accounts based on our review.

Scope of Review We conducted our review in accordance with Dutch law, including Standard 2410, ‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim accounts are not prepared, in all material respects, in accordance with IAS 34.

Amsterdam, 13 August 2008

for Ernst & Young Accountants

C.B. Boogaart