TEXT-S&P revises ING Bank, ING Groep outlook to negative

Overview
-- In our view, Dutch banks are exposed to the potential of a more
protracted downturn in The Netherlands and the wider eurozone.
-- We are therefore revising our economic risk score for The Netherlands
and our Banking Industry Country Risk Assessment to '3' from '2'.
-- As a result, we are revising to negative from stable the outlooks on
ING Groep, ING Bank, and some of the bank's subsidiaries. We are affirming the
long- and short-term counterparty credit ratings.
-- At the same time, we are lowering by one notch the entities'
subordinated and hybrid debt ratings as a result of their lower stand-alone
credit profiles.
-- The negative outlooks mirror that on The Netherlands because we would
reduce the ratings uplift from government support that we currently factor
into the ratings on the entities if the sovereign were downgraded.

Rating Action
On Nov. 16, 2012, Standard & Poor's Ratings Services revised to negative from
stable its outlooks on Dutch bank ING Bank N.V., its holding company ING Groep
N.V., and banking subsidiaries ING Belgium SA/NV, ING Financial Markets
LLC, and ING Bank (Australia) Ltd. At the same time, we affirmed the long- and
short-term counterparty credit ratings at 'A+/A-1' for ING Bank, ING Belgium,
and ING Financial Markets, and 'A/A-1' for ING Groep and ING Bank (Australia).
In addition, we lowered the ratings on the hybrid capital instruments of ING
Groep to 'BBB-' from 'BBB'. We also lowered the ratings on nondeferrable
subordinated debt issued by ING Bank N.V. to 'BBB+' from 'A-', and to 'BBB'
from 'BBB+' for that issued by ING Groep.

Rationale
The outlook revision reflects our view of the effect of moderately higher
economic risk on ING Bank's stand-alone credit profile (SACP) and the fact
that we would likely reduce the ratings uplift from government support that we
currently factor into the ratings if the sovereign were downgraded. This
follows our review of the Banking Industry Country Risk Assessment (BICRA) on
The Netherlands. Against the backdrop of a potentially more protracted
downturn in The Netherlands and wider eurozone, we have revised our economic
risk score for The Netherlands and our BICRA assessment to '3' from '2'. (For
more information, see "Various Rating Actions Taken On Dutch Banks Due To
Increased Economic Risks," published Nov. 16, 2012 on RatingsDirect on the
Global Credit Portal).

We have revised downward ING Bank's SACP to 'a-' from 'a', but we have
increased the ratings uplift for potential government support to two notches
from one, in line with our bank criteria. The downward revision of ING Bank's
SACP resulted from our view of moderately higher economic risks in The
Netherlands and the wider eurozone, which led us to lower our anchor--or
starting point for our ratings--for ING Bank to 'bbb+' from 'a-'.

The uplift we have factored into our ratings on ING Bank is based on our view
of the bank's "high" systemic importance in The Netherlands, a country we
assess as "supportive" of its banking system.

The starting point for our ratings on ING Bank is its 'bbb+' anchor, which is
in line with the anchor for purely Dutch commercial banks, although it takes
into consideration the mix of countries in which the bank operates. We
continue to consider its business position as "strong", as defined by our
criteria, primarily reflecting its strong franchise in the Benelux countries
and good diversification of its revenue by product and geography.

We maintain an "adequate" assessment of the bank's capital and earnings, based
on our expectation that the Standard & Poor's risk-adjusted capital (RAC)
ratio will be 8.0%-8.5% by end-2014. Our assessment takes into account the
repayment of the last EUR3 billion tranche of government capital securities but
benefits, among other things, from our assumption of earnings retention, the
recent sale of its Capital One stake and disposals of its ING Direct
businesses in Canada and the U.K.

Our assessment of ING Bank's risk position is "adequate" due largely to the
sound diversification of its exposures and sound track record in retail and
corporate lending. Our view of the bank's funding as "average" and its
liquidity as "adequate" is underpinned by its large deposit base and sound
liquidity buffer.

We rate ING Groep one notch below ING Bank as a result of its status as a
nonoperating holding company. The ratings on ING Financial Markets and ING
Bank (Australia) are based on our view of their positions as, respectively,
"core" and "highly strategic" subsidiaries of ING Bank.

Outlook
The negative outlook on ING Bank mirrors that on The Netherlands. Under our
criteria, with all other factors remaining the same, one of the two notches of
government support currently factored into the long-term counterparty credit
rating on ING Bank would be removed if the long-term unsolicited rating on The
Netherlands were lowered by one notch (for further details, see table 22 in
"Banks: Rating Methodology And Assumptions," published on Nov. 9, 2011).

We would revise the outlook on ING Bank to stable if we were to take a similar
action on the outlook on The Netherlands.

We consider an upgrade unlikely within the next two years. According to our
government support methodology and in light of our 'AAA' rating on The
Netherlands, we would not raise our 'A+' long-term rating on ING Bank
following a one-notch improvement in its SACP, as we would then remove one of
the two notches of government support currently factored into the rating.
Related Criteria And Research
-- No Pain, No Gain: How The Housing Market Correction Is Affecting Dutch
Banks, June 27, 2012
-- Banks: Rating Methodology And Assumptions, Nov. 9, 2011
-- Banking Industry Country Risk Assessment Methodology And Assumptions,
Nov. 9, 2011
-- Bank Capital Methodology And Assumptions, Dec. 6, 2010
-- Bank Hybrid Capital Methodology And Assumptions, Nov. 1, 2011
-- Group Methodology, April 22, 2009
-- Various Rating Actions Taken On Dutch Banks Due To Increased Economic
Risks, Nov. 16, 2012
Ratings List
Downgraded
To From
ING Bank N.V.
Subordinated BBB+ A-

ING Capital Funding Trust III
Preferred Stock BBB- BBB

ING Groep N.V.
Junior Subordinated BBB- BBB

Ratings Affirmed

ING Bank N.V.
Certificate Of Deposit
Foreign Currency A+
Local Currency A-1

ING Bank (Australia) Ltd.
Certificate Of Deposit A

ING Belgium S.A./N.V.
Certificate Of Deposit A+

Internationale Nederlanden (U.S.) Funding Corp.
Counterparty Credit Rating --/--/A-1

ING Bank N.V.
Senior Unsecured A+
Certificate Of Deposit A-1
Commercial Paper A-1

Aetna Services Inc.
Senior Unsecured A

ING (US) Funding LLC
Commercial Paper A-1

ING (US) Issuance LLC
Senior Unsecured A+

ING Groep N.V.
Senior Unsecured A
Short-Term Debt A-1

Lion Connecticut Holdings Inc.
Senior Unsecured A

Ratings Affirmed; CreditWatch/Outlook Action
To From
ING Bank N.V.
ING Financial Markets, LLC
ING Belgium S.A./N.V.
Counterparty Credit Rating A+/Negative/A-1 A+/Stable/A-1

ING Bank (Australia) Ltd.
ING Groep N.V.
Counterparty Credit Rating A/Negative/A-1 A/Stable/A-1

Complete ratings information is available to subscribers of RatingsDirect on
the Global Credit Portal at www.globalcreditportal.com. All ratings affected
by this rating action can be found on Standard & Poor's public Web site at
www.standardandpoors.com. Use the Ratings search box located in the left
column.