PostNL N.V. is a public limited liability company with its registered seat and head office in The Hague, the Netherlands. PostNL provides businesses and consumers in the Benelux with an extensive range of services for their mail and parcels needs. Through our international sales network Spring, we connect local businesses around the world to consumers globally. PostNL\u2019s services involve collecting, sorting, transporting and delivering letters and parcels for the company\u2019s customers within specific timeframes. The company also provides services in the area of data management, direct marketing and fulfilment.
\nThe consolidated financial statements include the financial statements of PostNL N.V. and its consolidated subsidiaries (hereafter referred to as \u2018PostNL\u2019, \u2018Group\u2019 or \u2018the company\u2019). The consolidated financial statements were authorised for issue by PostNL\u2019s Board of Management and Supervisory Board on 26 February 2024 and are subject to adoption at the Annual General Meeting of Shareholders on 16 April 2024.
\nThe consolidated financial statements of PostNL:
Have been prepared in accordance with International Financial Reporting Standards (IFRS) as endorsed by the European Union (EU-IFRS) and with Section 2:362(9) of the Dutch Civil Code, and
Have been prepared under the historical cost convention, except for financial instruments.
The material accounting policies applied in the preparation of these consolidated financial statements are included at the relevant notes to the consolidated financial statements or, in case of more general policies, see note 5.4 Summary of all other accounting policies to the Consolidated financial statements for more information. These policies have been consistently applied to all the years presented, unless stated otherwise. All amounts included in the consolidated financial statements are presented in euros, unless stated otherwise. Note that the numbers presented in the financial statements and disclosures thereto may not sum precisely to the totals provided and percentages may not precisely reflect the absolute figures due to rounding.
\nThe financial statements of the company have been prepared on the basis of the going concern assumption.
\nIn 2023, geopolitical and macro-economic developments had a profound impact across society. High inflation affected consumer confidence and spending, resulting in volumes at Parcels growing at a lower-than-anticipated rate. Rising inflation also led to increased costs for PostNL, which could not be fully absorbed through regular price increases. These issues also affected our customers, partners and suppliers. Globally, supply chain issues led to delays in the availability of products, while rising energy and other costs made the transportation of goods more expensive.
\nManagement assessed the impact of the current developments on all material assets and liabilities. We performed a review for impairment triggers on goodwill and other intangibles, PP&E, right-of-use assets and financial fixed assets. We also analysed the trade accounts receivable position and customers' payment behaviour. Finally, we assessed the need to make adjustments to the fair value accounted financial assets and balance sheet positions related to our non-current assets held for sale. The assessment did not reveal any need for significant negative adjustments to the accounts mentioned in and per year-end 2023.
\nClimate change may impact PostNL\u2019s operations and valuation of its non-current assets. Management evaluated the potential impacts of climate-related physical risks. In relation to the financial statements, management concluded that these risks have no current impact on the valuation of the non-current assets.
\nThe preparation of PostNL's consolidated financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. It also requires management to exercise its judgement in the process of applying PostNL\u2019s accounting policies.
\nEstimates, assumptions and judgements are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The resulting accounting positions will, by definition, seldom equal the related actual results. On a continuous basis, we evaluate our expectations with the actual results, and include the learnings going forward.
\nThe areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed below.
\nOther provisions mainly include expected costs related to jubilee, illness, long-term disability and termination employee benefit obligations and claims & indemnities. The provisions recorded reflect the present value of management's best estimate of the expenditure required to settle the obligation. Given the uncertain outcome, management must use a certain degree of judgement in this respect. This includes the thorough analysis and concluding view of our position and that of the third party. See note 3.6 Other provisions to the Consolidated financial statements for more information on the other provisions.
\nIn determining impairments of intangible assets including goodwill and software, tangible fixed assets and financial fixed assets, management must make significant judgements and estimates to determine whether the recoverable amount is less than the carrying value. The recoverable amount is the higher of the fair value less costs of disposal and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the asset-specific risks. Determining cash flows requires the use of judgements and estimates that have been included in PostNL\u2019s strategic plans and long-term forecasts. The data necessary for the execution of the impairment tests are based on management estimates of future cash flows, which make it necessary to estimate revenue growth rates and profit margins. See note 3.3 Intangible fixed assets to the Consolidated financial statements for more information on the impairment test of goodwill.
\nPostNL has to estimate the deferred revenues from stamps sold but not yet used by its customers. The company uses a seasonal model based on historical figures in order to account for the seasonal effects on sales from stamps (for example, stamp sales for Christmas greetings in November and December). Additionally, the company handles large quantities of international mail and parcel volumes to and from foreign postal operators. Although the net outstanding accrual positions reflect our best estimate, given the assumptions involved, final settlements might deviate from the outstanding positions. See note 3.1 Working capital to the Consolidated financial statements for details on the current positions.
\nThe company is subject to income taxes in a number of jurisdictions. Significant judgement is required in determining the provision and liability for income taxes. PostNL recognises liabilities for potential tax issues based on estimates of whether additional taxes will be due, based on its best interpretation of the relevant tax laws and rules. PostNL recognises deferred tax assets to the extent that it is probable that future taxable profits will allow the deferred tax asset to be recovered. This is based on estimates of taxable income by jurisdiction in which the company operates and the period over which deferred tax assets are recoverable. See notes 2.4.2 Income taxes and 3.8 Deferred income tax assets and liabilities to the Consolidated financial statements for more information on income taxes and deferred tax assets.
\nLegal proceedings covering a range of matters are pending against the company in various jurisdictions. The cases and claims often raise difficult and complex factual and legal issues that are subject to many uncertainties and complexities, including but not limited to the facts and circumstances of each particular case and claim, the jurisdiction and the differences in applicable law. PostNL consults with legal counsel and certain other experts on matters related to litigation. PostNL recognises a liability when it is determined that an adverse outcome is probable and the amount of the loss can be reasonably estimated. See note 3.10 Commitments and contingencies to the Consolidated financial statements for more information on commitments and contingencies.
\nThe following provides a brief description of recently issued International Financial Reporting Standards, amendments and/or interpretations, that could have a material impact on our financial statements.
\nPostNL adopted International Tax Reform - Pillar Two Model Rules (Amendments to IAS 12) upon their release on 23 May 2023. The amendments provide a temporary mandatory exception from deferred tax accounting for the top-up tax, which is effective immediately, and require new disclosures about the Pillar Two exposure, see note 2.4.2 Income taxes.
\nThe mandatory exception applies retrospectively. However, because no new legislation to implement the top-up tax was enacted or substantively enacted at 31 December 2022 in any jurisdiction in which PostNL operates and no related deferred tax regarding Pillar Two positions was recognised at that date, the retrospective application has no impact on PostNL's consolidated financial statements.
\nThere are no other IFRS standards, amended standards or IFRIC interpretations taking effect for the first time for the financial year beginning 1 January 2023 that would be expected to have a material impact on the 2023 accounts of the Group.
The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the financial statements have been reviewed by the Group. The Group intends to adopt these new and amended standards and interpretations, if applicable, when they become effective. It is not expected that the Group\u2019s consolidated financial statements will be significantly impacted.
PostNL's revenue from contracts with customers consist of the provision of postal and logistics services. Revenue from contracts with customers is recognised when the goods are transferred or the services are rendered to the customer at an amount that reflects the consideration to which PostNL expects to be entitled in exchange for those goods or services. Revenue is the gross inflow of economic benefits during the current year that arise from ordinary activities and result in an increase in equity, other than increases relating to contributions from equity participants.
\nIf the consideration in a contract includes a variable amount, PostNL estimates the amount of consideration to which it will be entitled in exchange for transferring the goods or rendering the services to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved. PostNL provides volume discounts to certain customers once the quantity of goods transferred or services rendered during the period exceeds a threshold specified in the contract. Discounts are offset against amounts invoiced to the customer. To estimate the variable consideration for the expected future discounts, PostNL applies the expected value method. The variable consideration can be reasonably accurately determined from achieved volumes and contract agreements.
\nA contract liability is the obligation to transfer goods or render services to a customer for which PostNL has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before PostNL transfers goods or renders services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when PostNL performs under the contract and relate to amongst others deferred revenue from unused stamps, deferred revenue from franking machines and the rental of mailboxes. See note 3.1.3 Contract liabilities to the Consolidated financial statements for more information.
\nRevenue from contracts with customers represent revenue from the transfer of goods and rendering of services to third parties less discounts, credit notes and taxes levied on sales. Accumulated experience is used to estimate and provide for the discounts.
\nOther operating revenue relates to the sale of goods and rendering of services not related to PostNL\u2019s ordinary postal and logistics services and mainly include rental income of temporarily leased-out property and custom clearance income.
The company\u2019s business involves the logistical service of delivering mail, parcels and other consignments. Nearly all of the company\u2019s revenues are represented by a single performance obligation being \u2018logistic services\u2019. Revenue is being recognised at a point in time when the goods are transferred or services are rendered to the customer, generally on delivery of the mail, parcels or other consignments. Other performance obligations within the company\u2019s business comprise the rental of post-boxes (revenue recognition over time) and stamp collection services (revenue recognition at a point in time).
\nThe following table presents PostNL's revenue from contracts with customers relating to the reported operating segments. See note 2.7 Segment information to the Consolidated financial statements for the segment information of the other revenue and eliminations.
\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
Parcels | 2,160 | 2,256 |
Mail in the Netherlands | 1,488 | 1,366 |
PostNL Other | 214 | 245 |
Eliminations | (731) | (713) |
Total | 3,132 | 3,153 |
Revenue growth within Parcels was partly offset by decreased revenue within Mail in the Netherlands, mainly resulting from the continued volume decline in addressed mail. In 2023, revenue from contracts with customers includes intercompany sales of \u20ac282 million for Parcels (2022: \u20ac242 million), \u20ac192 million for Mail in the Netherlands (2022: \u20ac277 million) and \u20ac240 million for PostNL Other (2022: \u20ac212 million).
\nThe following table presents the geographical segmentation of revenue from contracts with customers. The basis of allocation of revenue by geographical area is the country or region in which the entity recording the sales is located. The increase in revenue from the rest of the world was mainly due to volume growth from Asia.
\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
The Netherlands | 2,736 | 2,691 |
Rest of Europe | 264 | 266 |
Europe | 3,000 | 2,957 |
Rest of the World | 132 | 196 |
Total | 3,132 | 3,153 |
Other income mainly relates to the profit or loss from the sale of group companies, the sale of assets held for sale and the sale or sale-and-leaseback of property, plant and equipment. Other income is recognised when the significant risks and rewards (economical ownership) are transferred, which will be the moment of the actual transfer of the property from PostNL to the buyer or when the contract is signed and all conditions for recognition are met.
In 2023, other income of \u20ac9 million (2022: \u20ac7 million) relates for \u20ac6 million (2022: \u20ac5 million) to the sale of real estate in the Netherlands.
\nOperating expenses related to ordinary activities are recognised on an accrual basis. In case it is not possible to directly relate the operating expenses to a particular income earned or expected future income, these expenses are recognised in the period incurred.
\nLease expenses relate to short-term leases and leases of which the underlying assets are of low value. Payments made (net of any incentives received from the lessor) are charged to the income statement as incurred during the period of the lease.
Year ended at 31 December | 2022 | 2023 |
|---|---|---|
Parcels | 983 | 1,066 |
Mail in the Netherlands | 333 | 281 |
PostNL Other | 71 | 61 |
Work contracted out | 1,388 | 1,408 |
Rent & lease expenses | 12 | 13 |
External temporary staff | 170 | 171 |
Total | 1,570 | 1,592 |
Costs of work contracted out and other external expenses increased by \u20ac22 million in 2023 mainly due to cost increases caused by inflation and service expansion within Parcels.
\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
Salaries | 867 | 890 |
Social security charges | 129 | 135 |
Salaries and social security charges | 997 | 1,024 |
| \u00a0 | \u00a0 | \u00a0 |
Defined benefit plans | 160 | 0 |
Defined contribution plans | 12 | 92 |
Regular pension charges | 172 | 92 |
Impact change in accounting classification of main pension plan | 1,354 | \u00a0 |
Total pension charges | 1,526 | 92 |
| \u00a0 | \u00a0 | \u00a0 |
Net additions/(releases) from restructuring provisions | (1) | 5 |
Share-based payments | 2 | 2 |
Gross salaries, pensions and social security contributions | 2,523 | 1,125 |
| \u00a0 | \u00a0 | \u00a0 |
Capitalised salaries, pensions and social security contributions | (19) | (24) |
| \u00a0 | \u00a0 | \u00a0 |
Total | 2,504 | 1,100 |
In 2023, pension charges decreased by \u20ac1,434 million, mainly resulting from the expenses related to the change in accounting classification of our main pension plan in 2022. See note 3.5 Provisions for pension liabilities for more information on pensions, note 3.6 Other provisions for the net additions from restructuring provisions and note 3.3 Intangible fixed assets for the capitalised salary costs, pensions and social security contributions related to IT investments.
\n1 | 2022 | 2023 |
|---|---|---|
Headcount | \u00a0 | \u00a0 |
Parcels | 8,300 | 8,786 |
Mail in the Netherlands | 25,725 | 23,091 |
PostNL Other | 1,622 | 1,611 |
Total at year end | 35,647 | 33,488 |
| \u00a0 | \u00a0 | \u00a0 |
Full-time equivalents (FTEs) | \u00a0 | \u00a0 |
Parcels | 7,146 | 7,555 |
Mail in the Netherlands | 13,055 | 11,706 |
PostNL Other | 1,514 | 1,590 |
Total year average | 21,715 | 20,851 |
External temporary staff year average | 2,647 | 2,623 |
The total headcount of PostNL decreased by 2,159 employees. The decrease within Mail in the Netherlands mainly relates to the impact of volume decline and cost savings initiatives. In addition, staffing at Mail in the Netherlands was affected by an ongoing tight labor market. The increase in the number of employees at Parcels was due to greater use of own employees instead of delivery partners. In addition, around 350 retail and customer care employees were transferred from Mail in the Netherlands to Parcels. The workforce is also measured in FTEs based on the hours worked divided by the local standard. In 2023, the average number of FTEs decreased by 864 FTEs compared to 2022. The average number of employees working in the Netherlands was 19,913 FTEs (2022: 20,772) and outside the Netherlands was 938 FTEs (2022: 943).
\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
Amortisation of intangible assets | 44 | 55 |
Impairment of intangible assets | \u00a0 | 1 |
Depreciation property, plant and equipment | 46 | 49 |
Depreciation right-of-use assets | 66 | 72 |
Total | 156 | 177 |
In 2023, amortisation of intangible assets related to software for \u20ac52 million (2022: \u20ac41 million) and other intangibles for \u20ac4 million (2022: \u20ac3 million). The increase in amortisation of software relates to increased investments in IT projects.
\nThe other operating expenses of \u20ac130 million (2022: \u20ac128 million) consist of IT, communication, office, travel, consulting and training expenses and other shared services costs.
\nIn 2023, total incurred KPMG audit fees amounted to \u20ac2.2 million (2022: \u20ac2.1 million).
\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
Audit fees | 1.6 | 1.5 |
Audit-related fees | 0.5 | 0.7 |
Tax advisory fees | 0.0 | 0.0 |
Other non-audit services | 0.0 | 0.0 |
Total | 2.1 | 2.2 |
Audit fees include fees from the audit of the financial statements. Audit-related services include fees from assurance engagements related to the non-financial information, regulatory reporting obligations, employee benefit plan data, Green Bond report and legal demergers.
\nIn accordance with Dutch legislation, article 2:382a of the Dutch Civil Code, the total audit and audit-related fees charged by the auditor KPMG based in the Netherlands amounted to \u20ac2.1 million (2022: \u20ac2.0 million), subdivided into audit services of \u20ac1.4 million and audit-related services of \u20ac0.7 million.
\nInterest income and expense are recognised on a time-proportionate basis using the effective interest method. All borrowing costs are recognised in profit or loss using the effective interest method, except to the extent that they can be capitalised as cost of a qualifying asset.
Year ended at 31 December | 2022 | 2023 |
|---|---|---|
Interest expenses on long-term borrowings | 7 | 9 |
Interest on net defined benefit pension liabilities | 2 | 0 |
Interest on leases | 9 | 9 |
Other | 5 | 4 |
Interest and similar expense | 22 | 22 |
| \u00a0 | \u00a0 | \u00a0 |
Other interest and similar income | (3) | (20) |
| \u00a0 | \u00a0 | \u00a0 |
Net financial expense/(income) | 19 | 2 |
The increase of other interest and similar income of \u20ac17 million mainly relates to higher interest on cash and cash equivalents.
\nThe tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised directly in other comprehensive income. The amount of income tax included in the income statement is determined in accordance with tax rules and legislation, based on which income taxes are payable or recoverable.
Year ended at 31 December | 2022 | Change in pension accounting classification | 2022 excl. change in pension accounting classification | 2023 |
|---|---|---|---|---|
Current tax expense | 36 | \u00a0 | 36 | 20 |
Changes in deferred taxes | (366) | (350) | (16) | 4 |
Total income tax expense | (330) | (350) | 21 | 24 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Income taxes paid | (1) | \u00a0 | (1) | 35 |
The difference between the total income taxes in the income statement and the current tax expense is due to temporary differences. These differences are recognised as deferred tax assets or deferred tax liabilities, except for the tax effect on the change in pension accounting classification. See note 3.8 Deferred income tax assets and liabilities to the Consolidated financial statements for more information.
\nIn 2023, the income taxes paid relates mainly to income taxes paid in the Netherlands and Belgium. The 2023 difference between the total income tax expense (\u20ac24 million) and the income taxes paid (\u20ac35 million) can mainly be explained by the 2023 movements of the net income tax payable position (\u20ac15 million) and partly offset by changes in deferred taxes (\u20ac4 million).
\nYear ended at 31 December | 2022 | Change in pension accounting classification | 2022 excl. change in pension accounting classification | 2023 |
|---|---|---|---|---|
Dutch statutory income tax rate | 25.8 | \u00a0 | 25.8 | 25.8 |
Adjustment regarding statutory income tax rates other countries | 0.0 | (0.3) | 0.3 | (0.2) |
Weighted average statutory tax rate | 25.8 | (0.3) | 26.1 | 25.6 |
Tax effects of: | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Non and partly deductible costs | (0.2) | (5.2) | 5.0 | 3.9 |
Exempt income | 0.0 | (0.6) | 0.6 | 0.3 |
Other | (0.5) | (13.3) | 12.8 | 0.8 |
Effective income tax rate | 25.1 | (19.4) | 44.5 | 30.6 |
The effective income tax rate is 30.6%. This effective income tax rate, being higher compared to the Dutch statutory tax rate (25.8%), can mainly be explained as follows:
\nThe line \u2018Non and partly deductible costs\u2019 mainly relates to the so-called mixed expenses (e.g. meals, entertainment), claim-related costs and the non-deductible treatment of our share-based payments. The line \u2018Exempt income\u2019 relates to the non-taxable treatment of our (negative) results from (former) participations. The line \u2018Other\u2019 consists in 2023 mainly of the impact of the derecognition of previously recognised tax losses in various countries (2.5%), updates of our prior year tax positions in the Netherlands (-0.4%) and several smaller effects (-1.3%).
\nOn 19 December 2023, the government of the Netherlands enacted the Pillar Two income taxes legislation effective from 1 January 2024. PostNL NV is the ultimate parent company (UPE in Pillar Two terms) and has been incorporated in the Netherlands. Under the new Pillar Two legislation, the UPE will be responsible for the payment of top-up tax on profits of group entities that are taxed at an effective tax rate of less than 15% according to the Pillar Two legislation. For 2023 there is no Pillar Two impact for the PostNL group, since the enacted legislation in the Netherlands is only effective as from 2024. The main jurisdiction in which material Pillar Two exposures may arise as from 2024, is the Netherlands based on an analysis of the 2023 figures in terms of results.\u00a0
\nIf the Pillar Two legislation had already applied in 2023, there would have been no impact for the PostNL group based on an analysis of the Country-by-Country\u00a0Reporting (CbCR) data of 2022 and 2023. Based on this analysis, the PostNL group would have been able to make use of the transitional CbCR-safe harbour\u00a0tests of the Pillar Two legislation. This information is based on the profits and tax expense determined as part of the preparation of the group\u2019s consolidated financial statements and CbCR\u00a0reports of 2022 of 2023. For 2024 the PostNL group will continue to monitor the impact of the Pillar Two legislation.
\nA disposal group qualifies as discontinued operation if it is a component of an entity that either has been disposed of, or is classified as held for sale, and:
\u2022 Represents a separate major line of business or geographical area of operations
\u2022 Is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations, or
\u2022 Is a subsidiary acquired exclusively with a view to resale.
Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the income statement.
The following table presents the financial performance for the discontinued operations in the years 2022 and 2023.
\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
Revenues | \u00a0 | \u00a0 |
Expenses | (15) | 2 |
Operating income | (15) | 2 |
| \u00a0 | \u00a0 | \u00a0 |
Income taxes | 3 | (1) |
Profit/(loss) after taxes | (11) | 1 |
| \u00a0 | \u00a0 | \u00a0 |
Profit/(loss) from discontinued operations | (11) | 1 |
In 2022, the net result of \u20ac(11) million mainly reflected the financial impact related to a settlement reached between PostNL and the Italian tax authorities relating to a VAT dispute of a divested entity previously classified as discontinued operations. The financial impact includes a payment due to the Italian tax authorities of \u20ac30 million partially offset by management\u2019s best estimate of the collectability of the related imputed VAT receivables from former customers of \u20ac16 million and a positive income tax effect of \u20ac3 million. In 2023, the amount due to the Italian tax authorities of \u20ac30 million has been fully paid. At 31 December 2023, \u20ac17 million has been received from former customers, with an outstanding receivable position of \u20ac1 million reflecting management's reassessed best estimate. The VAT receivables from former customers are included in 'Prepayments and accrued income' in the consolidated statement of financial position. Cash flow from discontinued operations of \u20ac(16) million (2022: \u20ac(1) million) is considered as operational cashflow.
\nPostNL presents (diluted) earnings per share (EPS) for its ordinary shares. EPS is calculated by dividing the profit or loss attributable to the equity holders of the parent by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is calculated by dividing the profit or loss attributable to the equity holders of the parent by the weighted average number of ordinary shares outstanding, including the effects for dilution of ordinary shares following the obligations to employees under existing share plans.
The following table summarises the outstanding shares for PostNL\u2019s calculation related to earnings per share.
\nYear averages and numbers at 31 December | 2022 | 2023 |
|---|---|---|
Number of issued and outstanding ordinary shares | 487,530,628 | 494,207,248 |
Shares held by the company to cover share plans | 0 | 0 |
| \u00a0 | \u00a0 | \u00a0 |
Average number of ordinary shares per year | 492,519,772 | 490,686,943 |
Diluted number of ordinary shares per year | 1,122,612 | 1,097,685 |
Average number of ordinary shares per year on a fully diluted basis | 493,642,384 | 491,784,628 |
At 31 December 2023, PostNL had potential obligations under share plans to deliver 1,097,685 shares (2022: 1,122,612 shares), calculated based on the share price of \u20ac1.413 as at 31 December 2023 (31 December 2022: \u20ac1.7005).
\nThe consolidated statement of cash flows is prepared in accordance with IAS 7 using the indirect method. Cash flows in foreign currencies are translated at average exchange rates. Receipts and payments with respect to taxation on profits and interest payments are included in the cash flow from operating activities. Interest receipts and the cost of acquisition of subsidiaries, associates and investments, insofar as it was paid for in cash, are included in cash flows from investing activities. Acquisitions of subsidiaries are presented net of cash balances acquired. Cash flows from derivatives are recognised in the statement of cash flows in the same category as those of the hedged item.
In 2023, net cash from operating activities of \u20ac222 million (2022: \u20ac240 million) resulted from \u20ac277 million of cash generated from operations (2022: \u20ac259 million) reduced by \u20ac35 million income tax paid (2022: \u20ac1 million income tax received) and \u20ac20 million interest paid (2022: \u20ac20 million).
\nThe increase in cash generated from operations of \u20ac18 million is explained by \u20ac37 million higher profit before income tax adjusted for non-cash items and investment income, a higher change in working capital of \u20ac10 million and a higher change in other provisions of \u20ac17 million, partly offset by a lower change in pension liabilities of \u20ac47 million.
\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
Total profit before tax adjusted for non cash items and investment income1 | 218 | 255 |
| \u00a0 | \u00a0 | \u00a0 |
Pension expense defined benefit plans | 160 | 0 |
Cash contributions defined benefit plans | (85) | (0) |
Payment unconditional funding obligation | (28) | \u00a0 |
Change in pension liabilities | 47 | 0 |
| \u00a0 | \u00a0 | \u00a0 |
Additions to/releases from provisions | 10 | 24 |
Withdrawals | (12) | (9) |
Change in other provisions | (3) | 14 |
| \u00a0 | \u00a0 | \u00a0 |
Changes in working capital | (3) | 7 |
| \u00a0 | \u00a0 | \u00a0 |
Total cash generated from operations | 259 | 277 |
For the changes in provisions, reference is made to note 3.5 Provisions for pension liabilities and to note 3.6 Other provisions. The lower investments in working capital mainly related to lower trade receivables within Parcels and Mail in the Netherlands, partly offset by a decrease in accruals for terminal dues.
\nThe interest paid is explained as follows:
\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
Interest on long-term borrowings | 6 | 8 |
Interest on leases | 9 | 9 |
Bank charges and other | 5 | 3 |
Total | 20 | 20 |
The income taxes paid of \u20ac35 million (2022: \u20ac1 million income taxes received) mainly relates to income taxes paid in the Netherlands and Belgium related to prior years.
\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
Capital expenditure on intangible assets and property, plant and equipment | (138) | (126) |
Proceeds from sale of property, plant and equipment | 12 | 1 |
Interest received | 3 | 23 |
Changes in other loans receivable | 3 | 2 |
Other | (2) | (2) |
Net cash (used in)/from investing activities | (122) | (102) |
In 2023, capital expenditures on intangible assets of \u20ac74 million (2022: \u20ac80 million) mostly related to software, including prepayments for software. The capital expenditures on property, plant and equipment amounting to \u20ac52 million (2022: \u20ac58 million) mainly related to new sorting and delivery centres within Parcels and to various other equipment. Capital expenditures are funded primarily by cash generated from operations and are part of strict cash control and review.
\nIn 2023, proceeds from the sale of property, plant and equipment amounted to \u20ac1 million (2022: \u20ac12 million) and mainly related to the sale of real estate in the Netherlands.
\nIn 2023, interest received increased by \u20ac20 million due to higher interest on cash and cash equivalents and the settlement of interest rate swaps (\u20ac4 million).
\nIn 2023, changes in other loans receivable mainly related to proceeds from a lessor loan relating to the lease of a sorting machine by Bol.com.
\nIn 2023, an amount of \u20ac(1) million is included for the acquisition of 2.6% of the shares of Machool Technologies Inc., a financial asset at fair value through OCI (2022: \u20ac(2) million for the acquisition of 50% of the shares of De Innovatie Studio, a joint venture and 5.3% of the shares in a shopping services app, an associated company.
\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
Dividends paid | (165) | (29) |
Share buyback | (164) | \u00a0 |
Changes related to non-controlling interests | (1) | (0) |
Net cash from debt financing activities | (4) | (32) |
Repayments of leases/incentives | (74) | (81) |
Net cash (used in)/from financing activities | (408) | (142) |
In 2023, net cash from financing activities of \u20ac(142) million (2022: \u20ac(408) million) mainly related to the final 2022 and interim 2023 cash dividend paid of \u20ac29 million (2022: \u20ac165 million related to the final 2021 and interim 2022 cash dividend), the buyback of a eurobond loan of \u20ac47 million and the repayments of leases of \u20ac81 million (2022: \u20ac74 million). In 2022, an amount of \u20ac164 million was included related to the repurchase of shares. The net cash from debt financing activities includes an amount of \u20ac18 million for new (legal) lease loans relating to two Parcels' sorting centres and sorting machines and \u20ac4 million of repayments of these loans (2022: repayments of \u20ac4 million). Refer to note 3.4 for further information on leases. Reference is also made to note 4.1 Net debt and note 4.5 Financial instruments.
\nThe increase of total equity from \u20ac179 million on 31 December 2022 to \u20ac200 million on 31 December 2023 is mainly explained by net profit for the year of \u20ac56 million, partly offset by the payments of cash dividends of \u20ac29 million in total and other comprehensive income of \u20ac(8) million. Other comprehensive income mainly consisted of losses on cash flow hedges of \u20ac3 million and decreases in value of financial assets at fair value through OCI of \u20ac6 million mainly related to the investment in Whistl.
\nAs at 31 December 2023, issued share capital amounted to \u20ac40 million (2022: \u20ac39 million) and additional paid-in capital amounted to \u20ac165 million (2022: \u20ac163 million). For details on Issued share capital and Additional paid-in capital, reference is made to note 4.6.
\nThe following table presents the reserves included in the other reserves.
\n| \u00a0 | Currency translation reserve | Hedge reserve | Financial assets at fair value OCI | Other reserves | Total other reserves |
|---|---|---|---|---|---|
Balance at 1 January 2022 | 1 | (2) | 20 | (167) | (148) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total comprehensive income | 0 | 2 | (8) | 1,077 | 1,071 |
Appropriation of net income | \u00a0 | \u00a0 | \u00a0 | 518 | 518 |
Share buyback | \u00a0 | \u00a0 | \u00a0 | (162) | (162) |
Share-based compensation | \u00a0 | \u00a0 | \u00a0 | 2 | 2 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Balance at 31 December 2022 | 2 | 0 | 11 | 1,267 | 1,281 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total comprehensive income | 0 | (3) | (6) | 0 | (8) |
Appropriation of net income | \u00a0 | \u00a0 | \u00a0 | (1,313) | (1,313) |
Share-based compensation | \u00a0 | \u00a0 | \u00a0 | 0 | 0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Balance at 31 December 2023 | 2 | (3) | 6 | (45) | (40) |
As at 31 December 2023, the translation reserve amounted to \u20ac2 million (2022: \u20ac2 million), mainly reflecting the movement in exchange rate differences on converting subsidiaries of Spring within Parcels into euros.
\nAs at 31 December 2023, the hedge reserve amounted to \u20ac(3) million (2022: \u20ac0 million). The tax impact on the cash flow hedges included in the hedge reserve as at 31 December 2023 is \u20ac1 million (2022: \u20ac0 million). For more information, see note 4.5 to the consolidated financial statements.
\nAs at 31 December 2023, the reserve related to the financial assets at fair value through OCI amounted to \u20ac6 million (2022: \u20ac11 million). The decrease in 2023 of \u20ac6 million mainly related to the decrease in value of the investment in Whistl (2022: decrease of \u20ac8 million mainly related to Whistl). For more information, see note 4.2 to the consolidated financial statements.
\nAs at 31 December 2023, the other reserves amounted to \u20ac(45) million (2022: \u20ac1,267 million). In 2023, the other reserves decreased by \u20ac1,313 million mainly resulting from the appropriation of net income from 2022 of \u20ac(1,313) million.
\nAs at 31 December 2023, retained earnings amounted to \u20ac34 million (2022: \u20ac(1,306) million). In 2023, retained earnings increased by \u20ac1,340 million due to the total profit for the year attributable to the shareholders of the parent of \u20ac55 million in 2023, the appropriation of net income from 2022 of \u20ac1,313 million, partly offset by the payment of cash dividends of \u20ac29 million.
\nThe Board of Management has proposed to make an amount of \u20ac36 million out of profit for the year 2023 available for distribution of dividend. Refer to note 6.4 for more details of this proposal.
\nPostNL reports two operating segments: Parcels and Mail in the Netherlands and one other segment: PostNL Other. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-makers. These chief operating decision-makers, who are responsible for allocating resources and assessing the performance of the operating segments, have been identified as the Board of Management of PostNL that makes strategic decisions. Transfer prices between operating segments are on an arm's length basis and intercompany sales relate to similar activities as revenue. PostNL Other represents head office entities.
The following table presents the reconciliation of the 2023 segment information relating to the income statement of the reportable segments. Segment information relating to the balance sheet is reported in note 3.11.
\nYear ended at 31 December 2023 | Parcels | Mail in NL | PostNL Other | Eliminations | Total |
|---|---|---|---|---|---|
Revenue from contracts with customers | 1,975 | 1,174 | 5 | \u00a0 | 3,153 |
Intercompany sales | 282 | 192 | 240 | (713) | 0 |
Other operating revenue | 4 | 7 | 0 | \u00a0 | 12 |
Total operating revenue | 2,260 | 1,373 | 245 | (713) | 3,165 |
Other income | 3 | 8 | (2) | \u00a0 | 9 |
Depreciation/impairment PP&E | (33) | (12) | (4) | \u00a0 | (49) |
Amortisation/impairment intangibles | (2) | (2) | (52) | \u00a0 | (57) |
Depreciation/impairment right-of-use assets | (48) | (12) | (12) | \u00a0 | (72) |
Total operating income | 43 | 47 | (6) | \u00a0 | 84 |
Net financial income/(expense) | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (2) |
Results from investments in JVs/associates | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (4) |
Income taxes | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (24) |
Profit/(loss) from discontinued operations | \u00a0 | \u00a0 | \u00a0 | \u00a0 | 1 |
Profit/(loss) for the year | \u00a0 | \u00a0 | \u00a0 | \u00a0 | 56 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Normalised EBIT | 47 | 50 | (5) | \u00a0 | 92 |
The key financial performance indicator for management of the reportable segments is normalised EBIT. Normalised EBIT is derived from the IFRS-based performance measure operating income adjusted for the impact of project costs and incidentals. Normalised EBIT is reported on a monthly basis to the chief operating decision-makers. The following table presents the reconciliation from reported operating income to normalised EBIT.
\nYear ended at 31 December | Reported operating income | Project costs and other | Normalised EBIT |
|---|---|---|---|
Parcels | 43 | 4 | 47 |
Mail in NL | 47 | 3 | 50 |
PostNL Other | (6) | 1 | (5) |
Total 2023 | 84 | 7 | 92 |
In 2023, normalised EBIT totalled \u20ac92 million (2022: \u20ac84 million). Normalised EBIT excludes exceptional items, which amounted to \u20ac7 million in 2023 (2022: \u20ac1,375 million). In 2023, the normalisation for project costs and other included results related to legal advisory costs (\u20ac2 million), claim-related costs (\u20ac3 million) and discontinuation costs of two specialised logistics services (\u20ac3 million). The increase of \u20ac8 million in normalised EBIT comprised lower results in Parcels (\u20ac9 million) and Mail in the Netherlands (\u20ac57 million), offset by a higher result at PostNL Other (\u20ac75 million) mainly caused by lower pension expenses due to the change to a collective defined contribution scheme.
\nThe following tables present the reconciliation of the 2022 segment information relating to the income statement of the reportable segments. Segment information relating to the balance sheet is reported in note 3.11.
\nYear ended at 31 December 2022 | Parcels | Mail in NL | PostNL Other | Eliminations | Total |
|---|---|---|---|---|---|
Revenue from contracts with customers | 1,918 | 1,211 | 2 | \u00a0 | 3,132 |
Intercompany sales | 242 | 277 | 212 | (731) | 0 |
Other operating revenue | 5 | 7 | 1 | \u00a0 | 13 |
Total operating revenue | 2,165 | 1,495 | 215 | (731) | 3,144 |
Other income | 0 | 7 | 0 | \u00a0 | 7 |
Depreciation/impairment PP&E | (28) | (14) | (4) | \u00a0 | (46) |
Amortisation/impairment intangibles | (2) | (2) | (40) | \u00a0 | (44) |
Depreciation/impairment right-of-use assets | (43) | (12) | (11) | \u00a0 | (66) |
Total operating income | 54 | 98 | (1,443) | \u00a0 | (1,291) |
Net financial income/(expense) | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (19) |
Results from investments in JVs/associates | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (1) |
Income taxes | \u00a0 | \u00a0 | \u00a0 | \u00a0 | 330 |
Profit/(loss) from discontinued operations | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (11) |
Profit/(loss) for the year | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (993) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Normalised EBIT | 56 | 107 | (80) | \u00a0 | 84 |
Year ended at 31 December | Reported operating income | Change in pension accounting classification | Project costs and other | Normalised EBIT |
|---|---|---|---|---|
Parcels | 54 | \u00a0 | 2 | 56 |
Mail in NL | 98 | 2 | 7 | 107 |
PostNL Other | (1,443) | 1,355 | 9 | (80) |
Total 2022 | (1,291) | 1,357 | 17 | 84 |
Reference is made to note 3.5 for further information on the normalised impact of the change in accounting classification of our main pension plan. In 2022, the normalisation for project costs and other included results related to legal advisory costs (\u20ac6 million), settlement costs (\u20ac9 million) and discontinuation costs of an in-house Food delivery network (\u20ac2 million).
\nTrade receivables are recorded where PostNL has the unconditional rights to consideration from the customers. Trade receivables that do not contain a significant financing component or for which PostNL has applied the practical expedient are measured at the transaction price determined under IFRS 15.
\nPostNL recognises an allowance for expected credit losses (ECLs). ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that PostNL expects to receive, discounted at an approximation of the original effective interest rate. For trade receivables, PostNL applies a simplified approach in calculating ECLs. Therefore, PostNL does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. PostNL has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. The amount of the ECLs is recognised in the income statement. Any reversal of the ECLs is included in the income statement on the same line as where the original expense was recorded.
\nThe risk of uncollectability of accounts receivable is primarily estimated based on prior experience with, and the past due status of, doubtful debtors adjusted for forward-looking factors. Large accounts are assessed individually based on factors that include ability to pay, bankruptcy and payment history. In addition, debtors in certain countries are subject to a higher collectability risk, which is taken into account when assessing the overall risk of uncollectability.
\nPrepayments and accrued income mainly relates to prepaid expenses, accrued income for receivables where PostNL has not the unconditional rights to the consideration, receivables for terminal dues and the positive fair value of the outstanding foreign exchange hedges and interest rate swaps.
At 31 December | 2022 | 2023 |
|---|---|---|
Trade accounts receivable - total | 377 | 326 |
Allowance for expected credit losses | (7) | (7) |
Trade accounts receivable | 370 | 320 |
| \u00a0 | \u00a0 | \u00a0 |
VAT receivable | 4 | 5 |
Other accounts receivable | 8 | 8 |
Accounts receivable | 12 | 13 |
| \u00a0 | \u00a0 | \u00a0 |
Total accounts receivable | 382 | 333 |
Trade accounts receivable are non-interest bearing and are generally on terms of 7 to 30 days.
\nTrade accounts receivable include an amount of \u20ac134 million (2022: \u20ac144 million) that was unbilled at 31 December 2023.
\nThe main part of the allowance for expected credit losses related to a collective loss component established for groups of similar trade accounts receivable balances. This collective loss component is largely based on the ageing of the trade accounts receivable and is reviewed periodically. The fair value of the total (trade) accounts receivable approximated its carrying value.
\nThe decrease of trade accounts receivable - total from \u20ac377 million on 31 December 2022 to \u20ac326 million on 31 December 2023 is a result of strict working capital management .The trade accounts receivable past due increased from \u20ac122 million on 31 December 2022 to \u20ac133 million on 31 December 2023 (see table expected credit losses on the next page).
\nThe top 10 trade accounts receivable accounted for 19% of the outstanding balance as at 31 December 2023 (2022: 21%). The concentration of the trade accounts receivable portfolio over the different regions can be summarised as follows:
The Netherlands \u20ac266 million (2022: \u20ac305 million)
Rest of Europe \u20ac42 million (2022: \u20ac45 million)
The rest of the world \u20ac12 million (2022: \u20ac20 million).
The movements in the allowance for expected credit losses of trade accounts receivable were as follows:
\n| \u00a0 | 2022 | 2023 |
|---|---|---|
Balance at 1 January | 7 | 7 |
Provided for during financial year | 3 | 3 |
Receivables written off during year as uncollectable | (3) | (3) |
Balance at 31 December | 7 | 7 |
Set out below is the information about the credit risk exposure on the trade accounts receivable using a provision matrix.
\nAt 31 December | Months due | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
|---|---|---|---|---|---|---|
| \u00a0 | Up to 1 month | 1-2 months | 2-3 months | 3-4 months | over 4 months | Total |
Expected credit loss rate | 1% | 3% | 7% | 23% | 5% | \u00a0 |
Gross amount of trade accounts receivable | 276 | 19 | 10 | 4 | 67 | 377 |
Trade accounts receivable past due | 26 | 16 | 9 | 4 | 66 | 122 |
Expected credit loss 2022 | 2 | 1 | 1 | 1 | 3 | 7 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Expected credit loss rate | 0% | 1% | 7% | 5% | 7% | \u00a0 |
Gross amount of trade accounts receivable | 222 | 17 | 9 | 4 | 73 | 326 |
Trade accounts receivable past due | 36 | 14 | 8 | 2 | 73 | 133 |
Expected credit loss 2023 | 1 | 0 | 1 | 0 | 5 | 7 |
At 31 December | 2022 | 2023 |
|---|---|---|
VAT payable | 67 | 42 |
Social security contributions payable | 30 | 24 |
Payments from customers received in advance | 48 | 48 |
Pension payable | 16 | \u00a0 |
Other | 7 | 12 |
Total | 168 | 126 |
The VAT payable decreased by \u20ac25 million following the payment of the VAT Payable of \u20ac30 million outstanding in 2022 related to a settlement reached between PostNL and the Italian tax authorities. Pension payable in 2022 contained the last instalment of \u20ac16 million related to the unconditional funding obligation with the pension fund.
\nAt 31 December | 2022 | 2023 |
|---|---|---|
Deferred revenue from unused stamps | 47 | 39 |
Deferred revenue from franking machines | 7 | 6 |
Rental of mailboxes | 8 | 8 |
Other amounts received in advanced from customers | 8 | 5 |
Total | 70 | 57 |
We expect to perform almost all services related to the outstanding contract liabilities at 31 December 2023 within one year. However, note that within one year we expect outstanding contract liabilities more or less in line with the amounts currently reported.
\nAt 31 December | 2022 | 2023 |
|---|---|---|
To be paid to third parties | 139 | 136 |
To be paid to personnel | 21 | 31 |
Vacation days/vacation payments | 98 | 99 |
Terminal dues | 181 | 154 |
Interest payable | 1 | 2 |
Other accrued current liabilities | 0 | 0 |
Total | 441 | 421 |
Main items within the expenses to be paid to third parties included payables to business partners of \u20ac18 million (2022: \u20ac20 million) and claims of \u20ac5 million (2022: \u20ac4 million), the remainder are various other expenses to be paid.
\nExpenses to be paid to personnel included accrued wages and salaries of \u20ac20 million (2022: \u20ac17 million) and accruals for employee profit-sharing of \u20ac8 million (2022: \u20ac1 million).
\nThe accrual for terminal dues relates to payables to foreign postal operators relating to the years 2023 and before, partly consisting of positions in SDR currency. The net payable position, including the receivable for terminal dues of \u20ac40 million (2022: \u20ac28 million) included in prepayments and accrued income, amounted to \u20ac114 million (2022: \u20ac153 million). The change reflects both the regular course of business as well as settlements of outstanding positions. The positions where there is no price multi- or bilateral agreement on price are based on our best estimate of the price for which we expect to settle.
\nProperty, plant and equipment is valued at historical cost, less depreciation and impairment losses. The initial costs of an asset comprises its purchase price, costs of bringing the asset into working condition, handling and installation costs and non-refundable purchase taxes.
\nLand is not depreciated. System software is capitalised and amortised as a part of the tangible fixed asset for which it was acquired to operate.
\nOther property, plant and equipment is depreciated on a straight-line basis over its expected useful life, taking into account any residual value. The asset\u2019s residual value and useful life is reviewed on an annual basis and, if necessary, changes are accounted for prospectively.
\nFor the accounting policy concerning impairments, reference is made to note 5.4.
| \u00a0 | Land and | Plant and | Other equipment | Construction | Total |
|---|---|---|---|---|---|
Depreciation percentage | 0%-10% | 6%-33% | 10%-33% | 0% | \u00a0 |
Historical cost | 409 | 449 | 39 | 25 | 922 |
Accumulated depreciation and impairments | (155) | (308) | (26) | \u00a0 | (489) |
Balance at 1 January 2022 | 254 | 141 | 13 | 25 | 433 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Capital expenditure | 12 | 23 | 4 | 32 | 70 |
Internal transfers and reclassifications | 4 | 10 | \u00a0 | (13) | \u00a0 |
Depreciation | (14) | (28) | (5) | \u00a0 | (46) |
Transfers to assets held for sale | (1) | \u00a0 | \u00a0 | \u00a0 | (1) |
Total changes | 1 | 5 | (1) | 18 | 24 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Historical cost | 401 | 426 | 38 | 44 | 909 |
Accumulated depreciation and impairments | (147) | (280) | (25) | \u00a0 | (452) |
Balance at 31 December 2022 | 255 | 146 | 13 | 44 | 457 |
| \u00a0 | Land and | Plant and | Other equipment | Construction | Total |
|---|---|---|---|---|---|
Depreciation percentage | 0%-10% | 6%-33% | 10%-33% | 0% | \u00a0 |
Historical cost | 401 | 426 | 38 | 44 | 909 |
Accumulated depreciation and impairments | (147) | (280) | (25) | \u00a0 | (452) |
Balance at 1 January 2023 | 255 | 146 | 13 | 44 | 457 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Capital expenditure | 13 | 39 | 2 | 28 | 82 |
Disposals | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (1) |
Internal transfers and reclassifications | 22 | 8 | \u00a0 | (31) | \u00a0 |
Depreciation | (16) | (28) | (5) | \u00a0 | (49) |
Transfers from assets held for sale | 1 | \u00a0 | \u00a0 | \u00a0 | 1 |
Total changes | 21 | 19 | (2) | (3) | 35 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Historical cost | 457 | 462 | 36 | 40 | 995 |
Accumulated depreciation and impairments | (182) | (297) | (25) | \u00a0 | (504) |
Balance at 31 December 2023 | 275 | 165 | 11 | 40 | 491 |
Capital expenditures 2023 were above the level of 2022. Investments were made in the new sorting and delivery centres within Parcels, and in various other equipment. Both developments also impacted the internal transfers and reclassifications from construction in progress to land and buildings and plant and equipment.
\nIn 2023, the transfers from assets held for sale of \u20ac1 million (2022: \u20ac1 million transfers to assets held for sale) related to buildings in the Netherlands.
\nThe property, plant and equipment assets include a number of Parcels' sorting centres and sorting machines financed and legally owned by an entity especially set up for this purpose by a third party. The term of the related lease contracts and liabilities is 10 years. Up to 31 December 2023, 6 finalised sorting centres and sorting machines (2018: 1, 2019: 3, 2021: 1, 2023: 1) and 1 under construction have been leased from this special entity, for which the related property, plant and equipment assets for 4 locations with a total book value of \u20ac90 million at 31 December 2023 and corresponding (legal) lease loan have been recorded. For the other 3 locations right-of-use assets and corresponding lease liabilities have been recorded, reference is made to note 3.4.
\nGoodwill represents the excess of the cost of acquisition over the fair value of PostNL\u2019s share of the identifiable net assets acquired. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of joint ventures and associates is included in investments in joint ventures/associates and is not separately recognised or tested for impairment. Gains and losses on disposal of an entity include the carrying amount of goodwill relating to the entity sold.
\nSeparately-recognised goodwill arising on acquisitions is capitalised and subject to an annual impairment review. Goodwill is carried at cost less accumulated impairment losses.
\nCosts related to the development and installation of software for internal use are capitalised at historical cost and amortised over the estimated useful life. Other intangible assets acquired in a business combination are recognised at fair value at the acquisition date.
\nAn asset under construction is transferred to its respective intangible asset category at the moment it is ready for use and is amortised using the straight-line method over its estimated useful life. Other intangible assets are valued at the lower of historical cost less amortisation and impairment. The asset\u2019s residual value and useful life is reviewed on an annual basis and, if necessary, changes are accounted for prospectively.
\nFor the accounting policy concerning impairments of goodwill and other intangible fixed assets, reference is made to note 5.4.
| \u00a0 | Goodwill | Software | Other | Total |
|---|---|---|---|---|
Amortisation percentage | \u00a0 | 10%- 35% | 0%- 35% | \u00a0 |
Historical cost | 243 | 238 | 63 | 545 |
Accumulated amortisation and impairments | (36) | (139) | (14) | (190) |
Balance at 1 January 2022 | 207 | 98 | 49 | 354 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Additions | \u00a0 | 73 | 6 | 79 |
Internal transfers/reclassifications | \u00a0 | 17 | (17) | \u00a0 |
Amortisation | \u00a0 | (41) | (3) | (44) |
Total changes | \u00a0 | 49 | (14) | 35 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Historical cost | 243 | 297 | 52 | 593 |
Accumulated amortisation and impairments | (36) | (150) | (17) | (204) |
Balance at 31 December 2022 | 207 | 147 | 35 | 389 |
| \u00a0 | Goodwill | Software | Other | Total |
|---|---|---|---|---|
Amortisation percentage | \u00a0 | 10%- 35% | 0%- 35% | \u00a0 |
Historical cost | 243 | 297 | 52 | 593 |
Accumulated amortisation and impairments | (36) | (150) | (17) | (204) |
Balance at 1 January 2023 | 207 | 147 | 35 | 389 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Additions | \u00a0 | 56 | 18 | 75 |
Internal transfers/reclassifications | \u00a0 | 20 | (20) | \u00a0 |
Amortisation | \u00a0 | (52) | (4) | (55) |
Impairments | \u00a0 | (1) | \u00a0 | (1) |
Total changes | 0 | 23 | (5) | 18 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Historical cost | 243 | 340 | 49 | 633 |
Accumulated amortisation and impairments | (36) | (170) | (20) | (226) |
Balance at 31 December 2023 | 207 | 171 | 29 | 407 |
Goodwill is allocated to the Group\u2019s cash-generating units (CGUs) and tested for impairment. The CGUs correspond to an operation in a particular country or region and the nature of the services provided. The CGU Parcels relates to our e-commerce and logistic services activities in the Benelux. The CGU Spring relates to our cross-border mail and parcels activities. Compared to 2022, the CGU structure has not changed.
\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
Parcels | 32 | 32 |
Mail in the Netherlands | 174 | 174 |
Spring | 1 | 1 |
Total | 207 | 207 |
Based on the 2023 financial performance, a detailed review has been performed of the recoverable value of each CGU. The recoverable value is the higher of the value in use and fair value less costs of disposal. Fair value less costs of disposal represents the best estimate of the amount PostNL would receive if it sold the CGU. The recoverable value of each CGU is determined based on the value in use. The value in use has been calculated on the basis of the present value of estimated future net cash flows.
\nFor both mature markets and non-mature markets, the estimated future net cash flows are based on a five-year (2022: five-year) forecast and business plan, which forecast period has been assessed as adequate to reach a sustainable basis for the calculation of the continuing value. PostNL has determined the budgeted gross margin based on past performance and its expectations for market and regulatory development. The cash flow projections have been approved by management.
\nKey assumptions used to determine the recoverable values for each individual CGU are the following:
The discount rate to be applied following the nature of the underlying cash flows and foreign currency and inflation-related risks.
The (long-term) growth rate to be applied following the maturity of the underlying market, regulatory developments, market share and volume development.
The weighted average pre-tax discount rate used was around 11.5% (2022: around 11.5%) for the CGU Parcels and around 9.0% (2022: around 9.0%) for the CGU Mail in NL. The weighted average growth rate used was based on a long-term assumed inflation rate of 2.0% (2022: 2.0%) for all CGUs, with a downward adjustment for the CGU Mail in NL to reflect the ongoing volume decline (2024: assumed volume decline of 7% to 9%). The growth rates used did not change materially compared to the previous year.
\nManagement has carried out an impairment test for each individual CGU and concluded that the recoverable amount of the individual CGUs is significantly higher than the carrying amount. Management has also assessed that a reasonably possible change in key assumptions, being discount rate and growth rate, would not cause the carrying amount of any of the CGUs to exceed the recoverable amount.
\nThe closing balance of software and other intangibles is built up as follows:
\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
Internally-generated software | 145 | 169 |
Purchased software | 2 | 1 |
Software under construction | 4 | \u00a0 |
Customer lists | 31 | 29 |
Total | 182 | 200 |
The additions to software mainly concerned IT investments related to replacement and improvement of sorting and delivery processes within Mail in the Netherlands and Parcels, software licenses and costs of internally-generated software for various IT projects including investments in our online landscape, logistic service platform and back-office functionality. The reclassification from other intangibles was due to finalised IT projects.
\nThe estimated amortisation expenses for software and other intangible assets are:
2024: \u20ac56 million,
2025: \u20ac49 million,
2026: \u20ac38 million, and
thereafter: \u20ac57 million.
Software and other intangible assets include an amount of \u20ac3 million (2022: \u20ac2 million) of capitalised development costs.
\nPostNL leases sorting centres, sorting machines, distribution centres, offices, warehouses, trucks, vans, cars, transport equipment and other equipment. Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the group. At the commencement date of the lease, the lease liabilities are measured at the present value of lease payments to be made over the lease term. Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received.
\nThe lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the incremental borrowing rate is used, being the rate that would have to be paid to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
\nThe lease payments include the exercise price of a purchase option reasonably certain to be exercised by PostNL and payments of penalties for terminating the lease, if the lease term reflects PostNL exercising the option to terminate. Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
\nPostNL elected to apply the practical expedient not to separate non-lease components from lease components, and instead account for each lease component and any associated non-lease components as a single lease component. PostNL also elected the practical expedient not to apply the requirements for short-term leases (with a lease term of 12 months or less and which do not contain a purchase option) and leases for which the underlying asset is of low value (<\u20ac5,000). The lease payments associated with these leases are recognised as an expense on a straight-line basis over the lease term.
| \u00a0 | Land and | Transport | Other | Total |
|---|---|---|---|---|
Depreciation percentage | 0%-10% | 10%-33% | 10%-33% | \u00a0 |
Historical cost | 274 | 137 | 23 | 435 |
Accumulated depreciation and impairments | (71) | (64) | (11) | (146) |
Balance at 1 January 2022 | 203 | 73 | 13 | 289 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
New leases | 29 | 29 | 1 | 58 |
Lease modifications/reassessments | 11 | 2 | \u00a0 | 13 |
Depreciation | (35) | (29) | (2) | (66) |
Total changes | 5 | 2 | (1) | 6 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Historical cost | 298 | 153 | 24 | 474 |
Accumulated depreciation and impairments | (89) | (79) | (12) | (180) |
Balance at 31 December 2022 | 209 | 75 | 11 | 295 |
| \u00a0 | Land and | Transport | Other | Total |
|---|---|---|---|---|
Depreciation percentage | 0%-10% | 10%-33% | 10%-33% | \u00a0 |
Historical cost | 298 | 153 | 24 | 474 |
Accumulated depreciation and impairments | (89) | (79) | (12) | (180) |
Balance at 1 January 2023 | 209 | 75 | 11 | 295 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
New leases | 15 | 44 | 2 | 61 |
Lease modifications/reassessments | 8 | 2 | \u00a0 | 10 |
Disposals | (2) | \u00a0 | \u00a0 | (2) |
Depreciation | (37) | (32) | (2) | (72) |
Total changes | (16) | 15 | \u00a0 | (2) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Historical cost | 311 | 183 | 25 | 519 |
Accumulated depreciation and impairments | (119) | (93) | (14) | (226) |
Balance at 31 December 2023 | 192 | 89 | 11 | 293 |
In 2023, the new leases of \u20ac61 million mainly related to a new sorting and delivery centre in Belgium within Parcels and the replacement and expansion of buildings, vans and trucks. The new leases of \u20ac58 million in 2022 mainly related to the replacement and expansion of buildings, vans and trucks. In 2023, the lease modifications/reassessments of \u20ac10 million (2022: \u20ac13 million) mainly reflected changes to the lease payments and lease terms.
\nIn 2023, the disposals of \u20ac2 million related to several disposed and subleased contracts from buildings.
\nThe right-of-use assets include a number of Parcels' sorting centres and sorting machines financed and owned by an entity especially set up for this purpose by a third party. The term of the related lease contracts and liabilities is 10 years. Up to 31 December 2023, 6 finalised sorting centres and sorting machines (2018: 1, 2019: 3, 2021: 1, 2023: 1) and 1 under construction have been leased from this special entity, for which the related right-of-use assets for 3 locations and corresponding lease liabilities have been recorded. For the other 4 locations property, plant and equipment assets with a total book value of \u20ac90 million at 31 December 2023 and corresponding (legal) lease loan have been recorded, reference is made to note 3.2.
\nAdditionally, the right-of-use assets include four mail sorting centres and the international sorting centre with lease terms varying between 5 and 10 years (started in 2020) and the head office in The Hague with a lease term of 15 years (started in 2021).
\nAt 31 December | 2022 | 2023 |
|---|---|---|
Long-term lease liabilities | 255 | 240 |
Short-term lease liabilities | 75 | 80 |
Total | 331 | 320 |
The total cash outflow from leases amounted to \u20ac94 million (2022: \u20ac86 million) and related for \u20ac81 million to repayments of lease liabilities (2022: \u20ac74 million), and for \u20ac13 million to rent and lease expenses (2022: \u20ac12 million). Refer to note 4.1 for further information on the lease liabilities.
\nIn 2023, rent and lease expenses of \u20ac13 million (2022: \u20ac12 million) relate for \u20ac11 million (2022: \u20ac10 million) to short-term leases and for \u20ac2 million (2022: \u20ac2 million) to leases for which the underlying asset is of low value. The interest expenses on lease liabilities amounted to \u20ac9 million (2022: \u20ac9 million).
\nThe net defined benefit liability/asset for all pension and other post-employment plans that qualify as defined benefit plans is determined by calculating the present value of the defined benefit obligation and deducting the fair value of the plan assets. The resulting deficit or surplus is adjusted for any effect of limiting a net defined benefit asset to the asset ceiling and for any effect of minimum funding requirements.
\nPostNL uses actuarial calculations (projected unit credit method) to measure the obligations and the costs. Assumptions are made about financial variables (such as the discount rate and the rate of benefit increases) and demographic variables (such as employee turnover and mortality). The discount rate is determined by reference to market rates using high-quality corporate bonds. The assumed return on plan assets equals the discount rate applied in the calculation of the pension obligations at the beginning of the year.
\nService costs are recognised as operating expenses in the income statement. Gains or losses on the amendment or curtailment of a defined benefit plan (past service cost) and gains or losses on a settlement are recognised as operating expenses in the income statement on the date of the amendment, curtailment or settlement.
\nThe net interest expense/income on the net defined benefit liability/asset, asset ceiling and/or minimum funding requirements, is recognised as \u2018Interest and similar expenses/ income\u2019 in the income statement (below operating income).
\nDeviations between the expected and actual development of the pension obligation and plan assets, resulting in actuarial gains and losses, are recognised immediately within Other Comprehensive Income (net of tax). The impact of the asset ceiling and/or minimum funding requirements is also recognised within Other Comprehensive Income (net of tax).
\nPension costs for (collective) defined contribution plans are expensed in the income statement when incurred or due.
PostNL\u2019s main Dutch pension plan (main plan) covers the employees subject to PostNL\u2019s collective labour agreement and staff with a personal labour agreement in the Netherlands. The main plan is externally funded in \u2018Stichting Pensioenfonds PostNL\u2019 (main fund), an independent legal entity which is not owned or controlled by any other legal entity and which falls under the regulatory supervision of De Nederlandsche Bank.
\nBased on a joint decision by PostNL, the pension fund and the trade unions, taken on 23 December 2022, the main plan has been amended as per 31 December 2022. The pension plan is since based on a collective defined contribution plan. This means that PostNL is only required to pay the regular pension contribution. If the financial position of the pension fund would deteriorate, PostNL is not obliged to do top-up payments. At the same time, PostNL is also not entitled to restitutions, should the financial position of the pension fund allow for that. Until the amendment, the main plan was a defined benefit average pay pension plan. As part of the agreement made at 23 December 2022, the previously applicable unconditional funding obligation has also been adjusted. The adjustment concerned a reduction of \u20ac20 million.
\nThe accounting consequence of the amended pension plan was a change from defined benefit accounting to defined contribution accounting per 31 December 2022. The settlement result as recorded in the statement of profit or loss comprised the release of the positive funded status and the reduction of the unconditional funding obligation. As a separate sequential step, the recorded asset ceiling adjustment was reversed within other comprehensive income.
\nThe financial impact of the change in pension accounting classification was material, being a loss of \u20ac1,357 million in 2022 (net loss: \u20ac1,007 million) recorded in the statement of profit or loss, comprising a defined benefit pension expense of \u20ac1,354 million and an addition to other provisions of \u20ac3 million, and a net defined benefit pension income of \u20ac1,020 million in 2022 recorded in other comprehensive income.
\nFollowing the change towards a collective defined contribution plan, according to IFRS, pension expenses equal the contribution paid by PostNL to the pension fund as of 31 December 2022. In 2022 regular pension expenses were substantially higher than the paid contributions. Following the adjustment of the pension plan, this gap disappears as of 2023. As a consequence, pension expenses in 2023 are substantially lower than in 2022.
\nAs of 31 December 2022, the main plan is a collective defined contribution plan with a basis accrual rate of 1.875% of the pensionable base and retirement age set at 68 years. The pensionable base is derived as the pensionable salary, with a statutory maximum of \u20ac128,810 (level 2023), minus a state pension offset.
\nPension (cash) contributions are bounded by a minimum level of 21.7% and a maximum level of 29.2% of the pensionable salary base. In respect of the collective defined contribution plan, until the transition to the anticipated new pension contract, the ex-ante contribution level equals the maximum level of 29.2% for the years 2023-2028.
\nThe following table presents an overview of the movement of the provision for post-employment benefit plans. At 31 December 2022, the remaining provision for defined benefit plans only relate to non-material pension plans in various countries within Europe. The movements in 2023 fully relate to these other plans only.
\n| \u00a0 | Dutch main pension plan | Other plans | Total 2022 | 2023 |
|---|---|---|---|---|
Balance at 1 January | (64) | (3) | (67) | (2) |
Post-employment benefit income/(expenses) | (162) | (0) | (162) | (0) |
Employer contributions | 85 | 0 | 85 | 0 |
Instalment unconditional funding obligation | 28 | \u00a0 | 28 | \u00a0 |
Actuarial gains/(losses) | 663 | 1 | 663 | 0 |
Pension asset ceiling/minimum funding requirement | (586) | \u00a0 | (586) | \u00a0 |
Balance at 31 December before settlement | (36) | (2) | (38) | (2) |
Pension settlement costs within statement of profit or loss | (1,354) | \u00a0 | (1,354) | \u00a0 |
Pension settlement gain within OCI | 1,374 | \u00a0 | 1,374 | \u00a0 |
Transfer to current pension payable | 16 | \u00a0 | 16 | \u00a0 |
Balance at 31 December | 0 | (2) | (2) | (2) |
Other provisions settlement costs within statement of profit or loss | (3) | \u00a0 | (3) | \u00a0 |
The actuarial gains/(losses) in 2022 mainly related to the positive impact of the change in discount rate partly offset by the negative impact of the change in the assumed benefit increases and the lower than assumed actual return on plan assets.
\nThe following table gives a break-down of total pension costs and total pension cash contributions.
\n| \u00a0 | \u00a0 | 2022 | 2023 |
|---|---|---|---|
Regular defined benefit costs | \u00a0 | (162) | (0) |
Pension settlement costs within statement of profit or loss | \u00a0 | (1,354) | \u00a0 |
Defined contribution costs | \u00a0 | (12) | (92) |
Total employer pension costs | \u00a0 | (1,528) | (92) |
Of which included within salaries, pensions and social security contributions | refer to note 2.3.2 | (1,526) | (92) |
Of which included within interest and similar expenses | refer to note 2.4.1 | (2) | (0) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Defined benefit cash contributions | \u00a0 | 85 | 0 |
Defined benefit instalment unconditional funding obligation | \u00a0 | 28 | \u00a0 |
Defined contribution cash contributions | \u00a0 | 12 | 92 |
Total employer pension cash contributions | \u00a0 | 125 | 92 |
For 2024, we expect total employer cash contributions of around \u20ac98 million (2023: \u20ac92 million).
\nFor 2024, we expect total employer pension costs within operating income of around \u20ac98 million (2023: \u20ac92 million).
\nThe following table reconciles the opening and closing balances of the present value of the defined benefit obligation and the fair value of plan assets, the funded status and the netted pension provisions, and the employer pension expenses of PostNL's defined benefit post-employment plans.
\n| \u00a0 | 2022 | 2023 |
|---|---|---|
Change in benefit obligation | \u00a0 | \u00a0 |
Benefit obligation at beginning of year | (10,133) | (6) |
Service costs | (174) | (0) |
Interest costs | (104) | (0) |
Actuarial (losses)/gains | 2,646 | (0) |
Benefits paid | 261 | 1 |
Settlement benefit obligation | 7,498 | \u00a0 |
Benefit obligation at end of year | (6) | (6) |
Of which funded benefit obligations | (5) | (5) |
Of which unfunded benefit obligations | (2) | (1) |
| \u00a0 | \u00a0 | \u00a0 |
Change in plan assets | \u00a0 | \u00a0 |
Fair value of plan assets at beginning of year | 10,882 | 4 |
Assumed return on plan assets | 111 | 0 |
Employee contributions | 22 | \u00a0 |
Employer contributions | 85 | 0 |
Instalment unconditional funding obligation | 28 | \u00a0 |
Other costs | (8) | \u00a0 |
Actuarial (losses)/gains | (1,983) | 0 |
Benefits paid | (261) | (1) |
Settlement plan assets | (8,873) | \u00a0 |
Fair value of plan assets at end of year | 4 | 4 |
| \u00a0 | \u00a0 | \u00a0 |
Change in funded status | \u00a0 | \u00a0 |
Funded status at the beginning of year | 749 | (2) |
Operating expenses | (160) | (0) |
Interest (expenses)/income | 7 | \u00a0 |
Employer contributions | 113 | 0 |
Actuarial (losses)/gains | 663 | 0 |
Settlement of benefit obligation and plan assets | (1,374) | \u00a0 |
Funded status at end of year | (2) | (2) |
| \u00a0 | \u00a0 | \u00a0 |
Components of employer pension expenses | \u00a0 | \u00a0 |
Service costs (net of employee contributions) | (152) | (0) |
Interest (expenses)/income | (2) | \u00a0 |
Other costs | (8) | \u00a0 |
Pension settlement costs within statement of profit or loss | (1,354) | \u00a0 |
Total post-employment benefit income/(expenses) | (1,516) | (0) |
| \u00a0 | \u00a0 | \u00a0 |
Weighted average assumptions as at 31 December | \u00a0 | \u00a0 |
Discount rate | 3.4% | \u00a0 |
Rate of benefit increases | 1.7% | \u00a0 |
Life expectancy 65 year old men/women (in years) | 21.4 / 23.7 | \u00a0 |
The discount rate is based on the long-term yield on high quality (AA-rated) corporate bonds, taking into account the duration of the projected pension liabilities of around 16 years. The corporate bond yield information is sourced from iBoxx, taking into account a minimum outstanding amount and other defined selection criteria. By applying curve-fitting procedures, a yield curve is generated. Using the full yield curve, the discounted value of the expected future benefit payments is matched with the comparable present value when using a single discount rate.
\nThe conditional benefit increases are based on the (derived) Consumer Price Index. The assumed rate of benefit increases is based on advice, published statistics, the pension plan's ambition level and the actual financial status of the pension fund.
\nAssumptions regarding the longevity outlook are based on advice, published statistics and experience per country. The applied prospective longevity rates are derived from the Dutch mortality table 'AG prognosetafel 2022' taking into account experience rates based on postal areas, as applied by the main fund.
\nProvisions are recognised when there is a present obligation as a result of a past event, making it probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the present value of management\u2019s best estimate of the expenditure required to settle the present obligation on the balance sheet date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. The gross-up of the provision following the discounting of the provision is recorded in the income statement as interest expense.
\nPostNL recognises termination benefits when the company has committed to terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal or provides termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after the balance sheet date are discounted to their present value.
\nProvisions for onerous contracts are recorded when the unavoidable costs of meeting the obligation under the contract exceed the economic benefits expected to arise from that contract, taking into account impairment of fixed assets first. The provision includes both incremental costs and an allocation of other direct costs.
\nA liability arising as a result of written claim or litigation against PostNL group companies is recorded as a provision. An asset arising as a result of a written claim against a third party (PostNL is claimant) is recorded in Miscellaneous Accounts Receivables.
The following table presents the changes in the short-term and long-term provisions.
\n| \u00a0 | Other employee | Restructuring | Claims and indemnities | Other | Total |
|---|---|---|---|---|---|
Non-current other provisions | 26 | \u00a0 | 7 | 2 | 35 |
Current other provisions | 12 | 1 | 1 | \u00a0 | 15 |
Balance at 1 January 2023 | 38 | 1 | 9 | 2 | 50 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Additions | 12 | 6 | 8 | \u00a0 | 27 |
Withdrawals | (8) | (1) | (1) | \u00a0 | (10) |
Releases | \u00a0 | (1) | (2) | \u00a0 | (4) |
Interest | 1 | \u00a0 | \u00a0 | \u00a0 | 1 |
Total changes | 5 | 4 | 5 | \u00a0 | 14 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Non-current other provisions | 32 | \u00a0 | 9 | 1 | 42 |
Current other provisions | 11 | 6 | 4 | \u00a0 | 21 |
Balance at 31 December 2023 | 43 | 6 | 13 | 1 | 64 |
The estimated utilisation of the other provisions in 2024 is \u20ac21 million, in 2025 \u20ac13 million, in 2026 \u20ac5 million and in 2027 and thereafter \u20ac24 million.
\nAs at 31 December 2023, the other employee benefit obligations mainly related to a provision for jubilee benefits of \u20ac12 million (2022: \u20ac11 million), expected costs related to continued salary payments during illness of \u20ac7 million (2022: \u20ac7 million), expected disability costs for the WGA benefits, following the decision to become self-insured (in Dutch: \u201ceigenrisicodrager\u201d), of \u20ac22 million (2022: \u20ac13 million) and termination benefits for early retirement of \u20ac2 million (2022: \u20ac6 million).
\nThe additions in restructuring provision of \u20ac6 million mainly related to the restructuring programmes within operations Mail in the Netherlands and reduction programmes for FTEs in overhead. The withdrawals in restructuring provisions of \u20ac1 million concerned severance payments under the cost-saving programmes. The release of \u20ac1 million mainly related to the restructuring programme within operations Mail in the Netherlands, resulting from reducing redundancies and periodical reassessments of the expected cash costs.
\nThe provision for claims and indemnities includes provisions for claims from third parties with respect to PostNL's ordinary business activities, exposure related to not being able to meet the prescribed quality of postal delivery, as well as indemnities and disputes related to business disposals. The assessment of related exposure contains a high degree of uncertainty and management estimation. The company has made provisions for probable liabilities to the extent a reliable estimate of the future cash outflows can be made. More detailed information relating to these provisions is not provided, as such information could prejudice the company's position with respect to these claims and indemnities.
\nAn associate is an entity over which PostNL has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
\nA joint arrangement is an arrangement of which two or more parties have joint control. There are two types of joint arrangements: joint operations and joint ventures. PostNL only participates in entities that can be considered as a joint venture.
\nPostNL\u2019s share in the results of joint ventures and associates is included in the consolidated income statement using the equity method. The carrying value of PostNL\u2019s share in joint ventures and associates includes goodwill on acquisition and includes changes to reflect PostNL\u2019s share in net earnings of the respective companies, reduced by dividends received. When PostNL\u2019s share of accumulated losses in a joint venture or associate exceeds its interest in the company, the book value of the investment is reduced to zero and PostNL does not recognise further losses unless PostNL is bound by guarantees or other undertakings in relation to the joint venture or associate.
\nFor the accounting policy concerning impairments, reference is made to note 5.4.
The following table presents the changes in the carrying value of the investments in joint ventures and associates.
\n| \u00a0 | 2022 | 2023 |
|---|---|---|
Balance at 1 January | 6 | 7 |
Share in net result | (1) | (1) |
Impairments | \u00a0 | (3) |
Additions | 2 | 3 |
Balance at 31 December | 7 | 6 |
As at 31 December 2023, the investments in associates mainly related to minority shareholdings in CB Healthcare and the OK-app within Parcels. The joint ventures mainly related to the 50% interest in De Innovatie Studio within PostNL Other.
\nIn 2023, the additions of \u20ac3 million related to the expansion of the shareholding in the OK-app, a shopping service app, to 21.9% of the shares. The impairments of \u20ac(3) million related to the write-down of the shareholdings in Roamler Care and VersTrade Nederland which ceased operations.
\nIn 2022, the additions of \u20ac2 million related to the acquisition of 50% of the shares of De Innovatie Studio, 5.3% of the shares in the OK-app, a shopping services app (with the aim to expand our stake to 20% in the short term) and an additional capital contribution in Roamler Care. De Innovatie Studio is a collaboration with Dasym with the goal to create solutions to relevant consumer problems around Smart Living.
\nManagement has assessed none of the investments in joint ventures and associates to be material to the company. On a 100% basis, the profit/(loss) of all immaterial investments in joint ventures amounted to \u20ac0 million (2022: \u20ac0 million). The profit/(loss) of all immaterial investments in associates amounted to \u20ac(4) million (2022: \u20ac(4) million).
\nDeferred tax assets and liabilities arising from temporary differences between the carrying amounts of assets and liabilities and the tax base of assets and liabilities are calculated using the substantively enacted tax rates expected to apply when they are realised or settled. Deferred tax assets are recognised if it is probable that they will be realised. At the end of each reporting period the amounts of deferred tax assets and the amounts of unrecognised deferred tax assets are reassessed. Deferred tax assets and liabilities within the same tax group, where a legally enforceable right to offset exists, are presented net in the balance sheet.
The following table shows the movements in deferred taxes in 2023:
\n| \u00a0 | Net balance 1 January 2023 | Changes via income statement | Changes via OCI | Other changes | Net balance 31 December 2023 | Assets | Liabilities |
|---|---|---|---|---|---|---|---|
Provisions | 7 | 2 | \u00a0 | \u00a0 | 8 | 9 | 0 |
Intangible assets | (45) | (6) | \u00a0 | \u00a0 | (50) | 3 | 53 |
Property, plant and equipment | (46) | 3 | \u00a0 | \u00a0 | (42) | 1 | 44 |
Leases | 8 | (1) | \u00a0 | \u00a0 | 7 | 74 | 66 |
Losses carried forward | 7 | (2) | \u00a0 | \u00a0 | 5 | 5 | 0 |
Other | 36 | 0 | 2 | (1) | 39 | 39 | 0 |
Deferred tax assets/liabilities | (32) | (4) | 2 | (1) | (34) | 130 | 163 |
Offsetting | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (124) | (124) |
Net deferred taxes | (32) | (4) | 2 | (1) | (34) | 6 | 40 |
Of the deferred tax assets at 31 December 2023, before offsetting, \u20ac58 million (2022: \u20ac57 million) is to be recovered within 12 months and \u20ac72 million (2022: \u20ac77 million) after 12 months. Of the deferred tax liabilities at 31 December 2023, before offsetting, an amount of \u20ac34 million (2022: \u20ac35 million) is to be settled within 12 months and an amount of \u20ac129 million (2022: \u20ac131 million) after 12 months.
\nThe changes via other comprehensive income of \u20ac2 million mainly relate to taxes on OCI from cash flow hedges.
\nThe other changes of \u20ac(1) million (2022: \u20ac3 million) represent an adjustment of the Dutch deferred tax asset position in connection with the anticipated liquidation of the former Nexive entities.
\nThe total accumulated losses available for carry forward at 31 December 2023 amounted to \u20ac107 million (2022: \u20ac110 million). With these losses carried forward, future tax benefits of \u20ac28 million could be recognised (2022: \u20ac29 million). Tax deductible losses give rise to deferred tax assets at the statutory tax rate in the relevant country. Deferred tax assets are recognised if it is probable that they will be realised. The probability of the realisation is impacted by uncertainties regarding the realisation of such benefits, for example as a result of the expiration of tax losses carried forward and projected future taxable income.
\nAs a result, PostNL has not recognised \u20ac23 million (2022: \u20ac21 million) of the potential future tax benefits and has recorded deferred tax assets of \u20ac5 million at 31 December 2023 (2022: \u20ac7 million).
\nThe expiration of total accumulated losses is as follows:
2024: \u20ac3 million
2025: \u20ac2 million
2026: \u20ac0 million
2027: \u20ac1 million
2028 and thereafter: \u20ac5 million, and
Indefinite: \u20ac96 million.
The following table shows the accumulated losses and tax credits per jurisdiction as well as the corresponding gross deferred tax assets.
\nCountry | Losses carry forward | Tax credits and other | Losses carry forward | Tax credits and other |
|---|---|---|---|---|
Netherlands | 24 | 0 | 6 | 0 |
Belgium | 33 | 0 | 8 | 0 |
France | 14 | 0 | 4 | 0 |
Germany | 25 | 0 | 8 | 0 |
Italy | 0 | 0 | 0 | 0 |
Great Britain | 1 | 0 | 0 | 0 |
Switzerland | 3 | 0 | 1 | 0 |
Spain | 1 | 0 | 0 | 0 |
Hungary | 0 | 0 | 0 | 0 |
Czech Republic | 1 | 0 | 0 | 0 |
Poland | 0 | 0 | 0 | 0 |
Russian Federation | 0 | 0 | 0 | 0 |
United States | 0 | 0 | 0 | 0 |
Canada | 5 | 0 | 1 | 0 |
Hong Kong | 0 | 0 | 0 | 0 |
Singapore | 0 | 0 | 0 | 0 |
Total | 107 | 0 | 28 | 0 |
The table below shows the movements in deferred taxes in 2022:
\n| \u00a0 | Net balance 1 January 2022 | Changes via income statement | Changes via OCI | Other changes | Net balance 31 December 2022 | Assets | Liabilities |
|---|---|---|---|---|---|---|---|
Provisions | 4 | 377 | (374) | \u00a0 | 7 | 7 | - |
Intangible assets | (35) | (9) | \u00a0 | \u00a0 | (45) | 4 | 48 |
Property, plant and equipment | (48) | 2 | \u00a0 | \u00a0 | (46) | 3 | 49 |
Leases | 9 | (1) | \u00a0 | \u00a0 | 8 | 75 | 67 |
Losses carried forward | 10 | (3) | \u00a0 | \u00a0 | 7 | 7 | 0 |
Other | 34 | (0) | (1) | 3 | 36 | 38 | 1 |
Deferred tax assets/liabilities | (26) | 365 | (375) | 3 | (32) | 134 | 166 |
Offsetting | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (125) | (125) |
Net deferred taxes | (26) | 365 | (375) | 3 | (32) | 9 | 40 |
Non-current assets (or disposal groups) are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. They are stated at the lower of the carrying amount and fair value less costs to sell. Assets held for sale are no longer amortised or depreciated from the date they are classified as such. Accounting for assets classified as held for sale requires the use of assumptions and estimates. In line with IFRS 5, management assessed compliance with these statements and the assumptions used in the fair value calculations as well as the estimated costs to sell.
\nFor the accounting policy concerning impairments, reference is made to note 5.4.
As at 31 December 2023, assets classified as held for sale amounted to \u20ac1 million (2022: \u20ac6 million) and related to buildings held for sale in the Netherlands.
\nProperty, plant and equipment included in assets held for sale relate to buildings in the Netherlands. The book profit from the sale of buildings is included in other income in the consolidated statement of profit or loss. The following table presents the movements of the balance sheet positions during 2023 and 2022.
\n| \u00a0 | 2022 | 2023 |
|---|---|---|
Balance at 1 January | 11 | 6 |
Disposals | (6) | (3) |
Transfers to property, plant and equipment | 1 | (1) |
Balance at 31 December | 6 | 1 |
Commitments are probable obligations that arise from past events whose existence will only be confirmed by the occurrence (or non-occurrence) of one or more probable future events.
\nContingencies are possible obligations (contingent liabilities) or possible assets (contingent assets) that arise from past events whose existence will only be confirmed by the occurrence (or non-occurrence) of one or more uncertain future events, not wholly within the control of the entity.
At 31 December | 2022 | 2023 |
|---|---|---|
Short-term leases and leases of low-value assets | 5 | 3 |
Leases, not commenced | 29 | 7 |
Capital expenditure | 68 | 15 |
Purchase commitments | 138 | 101 |
Other commitments | 10 | 22 |
As at 31 December 2023, \u20ac93 million of the commitments indicated above are of a short-term nature (2022: \u20ac154 million).
\nIn 2023, short-term leases mainly consisted of leases of depots in Mail in the Netherlands. Leases of low-value assets were mainly related to the lease of scooters.
\nAs at 31 December 2023, commitments in connection with leases not commenced amounted to \u20ac7 million (2022: \u20ac29 million, including commitments related to a new sorting centre within Parcels). These commitments related mainly to new leases of vans and cars.
\nAs at 31 December 2023, commitments in connection with capital expenditure amounted to \u20ac15 million (2022: \u20ac68 million) and were related to property, plant and equipment. These commitments primarily related to the new sorting centres of Parcels.
\nAs at 31 December 2023, PostNL had unconditional purchase commitments of \u20ac101 million (2022: \u20ac138 million), primarily related to various service and maintenance contracts for information technology, security, salary registration and cleaning.
\nAs at 31 December 2023, other commitments related to parking lots and social/community investments.
\nMultinational groups of the size of PostNL are exposed to varying degrees of uncertainty related to their tax planning, their (changes in) transfer pricing models, regulatory reviews and tax audits, fuelled by tax regulations and relevant practices in the countries where PostNL operates being subject to change. PostNL accounts for its (income) taxes on the basis of its own internal analyses, if needed, supported by external advice. PostNL continually monitors its global tax position, and whenever uncertainties arise, assesses the potential consequences and either records the receivable, discloses a contingent asset, accrues the liability or discloses a contingent liability in its financial statements, depending on the strength of the company\u2019s position and the resulting chance of income or risk of loss.
\nAs at 31 December 2023, PostNL, on behalf of its subsidiaries, had various bank and insurance guarantees outstanding. None resulted in an off-balance sheet commitment for the Group.
\nThe company is involved in several legal proceedings relating to the normal conduct of its business, such as claims for loss of goods, delays in delivery, trademark infringements, contracting and employment issues, and general liability. The majority of these claims are for amounts below \u20ac1 million and are insured and/or provided for. PostNL does not expect any liability arising from any of these legal proceedings to have a material impact.
\nAs a specific contingent legal liability, the Belgian labour inspectorate in 2021\u00a0filed several criminal cases against (among others) PostNL Belgium regarding alleged breaches of applicable social laws and regulations of delivery partners. \u00a0PostNL has been subpoenaed for alleged false self-employment, illegal postings of employees and as an alleged accomplice for not paying the connected social contributions.\u00a0The expected final court session in the criminal cases will take place in Q2 2024, followed by a judgement. In 2022, the investigative judge initiated a criminal investigation into PostNL, which has not yet been finalised.\u00a0
\nThe company is also involved in other regulatory proceedings. While it is not feasible to predict or determine the ultimate outcome of these proceedings, the company is of the opinion that they may have an impact on the company\u2019s financial position, result of operations and cash flows going forward. The company has made provisions for probable liabilities where deemed necessary and to the extent a reliable estimate of the future cash outflows can be made.
\nFollowing the demerger of Express, PostNL and TNT Express entered into a separation agreement, which remained valid despite the sale of the shares in TNT Express under the public offer by FedEx in May 2016. The separation agreement creates certain rights and obligations for both PostNL and TNT Express after the demerger. Relevant aspects relate to litigation, such as claims and litigation handling, non-allocated and non-anticipated claims and release of provisions. As at 31 December 2023, no events had occurred that triggered disclosure of a significant contingent asset or liability following the aforementioned agreement with TNT Express.
\nPostNL reports two operating segments: Parcels and Mail in the Netherlands and one other segment: PostNL Other. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-makers. These chief operating decision-makers, who are responsible for allocating resources and assessing the performance of the operating segments, have been identified as the Board of Management of PostNL that makes strategic decisions. Transfer prices between operating segments are on an arm's length basis.
A reconciliation of the segment information relating to the balance sheet of the reportable segments is presented below. Segment information relating to the income statement is reported in note 2.7.
\nAt 31 December 2023 | Parcels | Mail in NL | PostNL Other | Total |
|---|---|---|---|---|
Intangible assets | 41 | 200 | 166 | 407 |
Property, plant and equipment | 392 | 88 | 11 | 491 |
Right-of-use assets | 193 | 40 | 60 | 293 |
Other non-current assets | 27 | 1 | 16 | 44 |
Trade accounts receivable | 227 | 92 | 1 | 320 |
Other current assets | 50 | 81 | 493 | 624 |
Assets classified as held for sale | 0 | 1 | 0 | 1 |
Total assets | 930 | 504 | 747 | 2,180 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Non-current liabilities | 226 | 110 | 360 | 695 |
Trade accounts payable | 88 | 95 | 27 | 210 |
Other current liabilities | 271 | 445 | 358 | 1,074 |
Total liabilities | 584 | 650 | 746 | 1,979 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Cash out for capital expenditures | 43 | 11 | 72 | 126 |
A reconciliation of the segment information relating to the balance sheet of the reportable segments as at 31 December 2022 is presented in the following table.
\nAt 31 December 2022 | Parcels | Mail in NL | PostNL Other | Total |
|---|---|---|---|---|
Intangible assets | 40 | 201 | 148 | 389 |
Property, plant and equipment | 344 | 101 | 12 | 457 |
Right-of-use assets | 187 | 42 | 65 | 295 |
Other non-current assets | 32 | 1 | 20 | 53 |
Trade accounts receivable | 219 | 150 | 1 | 370 |
Other current assets | 39 | 60 | 553 | 652 |
Assets classified as held for sale | 0 | 3 | 2 | 6 |
Total assets | 861 | 558 | 802 | 2,221 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Non-current liabilities | 184 | 117 | 757 | 1,057 |
Trade accounts payable | 68 | 81 | 33 | 182 |
Other current liabilities | 243 | 507 | 51 | 802 |
Total liabilities | 495 | 706 | 841 | 2,042 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Cash out for capital expenditures | 35 | 17 | 85 | 138 |
At 31 December | The Netherlands | Other countries | Total |
|---|---|---|---|
Intangible assets | 388 | 1 | 389 |
Property, plant and equipment | 447 | 10 | 457 |
Right-of-use assets | 259 | 35 | 295 |
Financial fixed assets | 46 | 7 | 53 |
Total non-current assets 2022 | 1,141 | 53 | 1,194 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Intangible assets | 406 | 1 | 407 |
Property, plant and equipment | 478 | 14 | 491 |
Right-of-use assets | 257 | 36 | 293 |
Financial fixed assets | 38 | 6 | 44 |
Total non-current assets 2023 | 1,179 | 56 | 1,235 |
The segment information from a geographical perspective is derived as follows: the basis of allocation of assets and investments by geographical area is the location of the assets.
\nPostNL distinguishes the following categories of financial assets and liabilities:
\u25cf Financial assets and liabilities at fair value through profit or loss
\u25cf Financial assets and liabilities measured at amortised costs
\u25cf Financial assets at fair value through other comprehensive income.
Management determines the classification of PostNL\u2019s financial assets and liabilities at initial recognition.
\nPostNL uses derivative financial instruments, such as forward currency contracts, interest rate swaps to hedge its foreign currency risks and interest rate risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value.
\nThe change in the fair value of a hedging instrument is recognised in the statement of profit or loss as financial income or expense.
\nCash flow hedges (hedges of a particular risk associated with a recognised asset or liability or a highly probable forecasted transaction).
\nAt the inception of a hedge relationship, PostNL formally designates and documents the hedge relationship to which it wants to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. For all cash flow hedges, PostNL wants to apply hedge accounting.
\nThe effective portion of the change in the fair value of the hedging instrument is recognised in OCI in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the statement of profit or loss. The cash flow hedge reserve is adjusted to the lower of the cumulative gain or loss on the hedging instrument and the cumulative change in fair value of the hedged item.
\nAmounts accumulated in OCI are recycled in the income statement in the periods when the hedged item will affect profit and loss (for example, when the forecast sale that is hedged takes place). However, when the forecast transaction that is hedged results in the recognition of a non-financial asset, the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the asset or liability.
\nWhen a hedging instrument expires or is sold, or when the hedge no longer meets the criteria for hedge accounting, any cumulative gains or losses existing in equity at that time remain in equity until the underlying transaction is ultimately recognised in the income statement. When an underlying transaction is no longer expected to occur, the cumulative gains or losses that were reported in equity are immediately transferred to the income statement.
\nFair value measurement is based on the following fair value measurement hierarchy:
\u25cf 1) Quoted prices (unadjusted) in active markets
\u25cf 2) Inputs other than quoted prices that are observable either directly (prices) or indirectly (derived from quoted prices)
\u25cf 3) Inputs not based on observable market data. Valuation techniques used include the use of recent arm\u2019s-length transactions, reference to other instruments that are substantially the same, statutory/management reports and discounted cash flow analysis.
A financial asset is measured at amortised cost if both of the following conditions are met:
\u25cf The asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and
\u25cf The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
All financial liabilities are measured at amortised cost, except for financial liabilities at fair value through profit or loss. Financial liabilities are recognised initially at fair value net of transaction costs incurred and are subsequently stated at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the financial liability using the effective interest method.
\nPostNL's equity investments are classified as equity instruments designated at fair value through OCI. Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as financial income in the statement of profit or loss when the right of payment has been established, except when PostNL benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment.
At 31 December | 2022 | 2023 |
|---|---|---|
Short- and long-term debt | 745 | 740 |
Long-term interest bearing assets | (17) | (15) |
Cash and cash equivalents | (556) | (518) |
Net debt | 172 | 207 |
Pension liabilities | 18 | 2 |
Lease liabilities (on balance) | 331 | 320 |
Lease liabilities (off balance)1 | 29 | 9 |
Deferred tax assets on lease liabilities2 | (83) | (76) |
Adjusted net debt | 467 | 462 |
As at 31 December 2023, adjusted net debt amounted to \u20ac462 million (2022: \u20ac467 million). The decrease of \u20ac5 million mainly resulted from positive net cash from operating and investing activities of \u20ac120 million and a decrease in pension liabilities of \u20ac16 million, partly offset by dividend payments of \u20ac29 million, new leases of \u20ac41 million, new loans related to the building of new Parcels' sorting centres of \u20ac25 million and negative net cash from discontinued operations of \u20ac16 million.
\nReference is made to note 3.4 Leases, note 3.5 Provisions for pension liabilities and note 3.10 Commitments and contingencies for more detailed information on leases (on and off balance) and pensions.
\nAs at 31 December 2023, long-term interest-bearing assets of \u20ac15 million (2022: \u20ac17 million) mainly included a lessor loan of \u20ac13 million (2022: \u20ac16 million) relating to the finance lease of a sorting machine by Bol.com. The expected credit loss amounts to \u20ac0 million.
\nAt 31 December | Nominal amount | Average amount | Effective interest rate |
|---|---|---|---|
Cash at bank and in hand | 127 | \u00a0 | \u00a0 |
Bank deposits | 205 | 107 | 0.39% |
Money Market Funds | 224 | 281 | (0.22%) |
Total cash and cash equivalents 2022 | 556 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Cash at bank and in hand | 204 | \u00a0 | \u00a0 |
Bank deposits | 80 | 160 | 3.0% |
Money Market Funds | 234 | 218 | 3.2% |
Total cash and cash equivalents 2023 | 518 | \u00a0 | \u00a0 |
As at 31 December 2023, included in cash and cash equivalents was \u20ac0 million (2022: \u20ac0 million) of restricted cash. The fair value of cash and cash equivalents approximated the carrying value.
\nAs at 31 December 2023, the total of debt-related liabilities consisted of long-term debt of \u20ac612 million (2022: \u20ac980 million) and short-term debt of \u20ac447 million (2022: \u20ac96 million).
\n| \u00a0 | Eurobonds | Lease liabilities | Other loans | Total |
|---|---|---|---|---|
2024 | 353 | 80 | 15 | 447 |
2025 | 0 | 66 | 10 | 76 |
2026 | 299 | 52 | 10 | 360 |
Thereafter | 0 | 122 | 54 | 176 |
Total borrowings | 651 | 320 | 88 | 1,059 |
Of which included in long-term debt | 299 | 240 | 73 | 612 |
Of which included in short-term debt | 353 | 80 | 15 | 447 |
In 2023, the other loans of \u20ac88 million included the liability of future (legal) lease payments for land, buildings and machinery of four Parcels' sorting centres and sorting machines with an effective interest rate of 1.3% up until 3.9% and a short-term pre-lease financing with an interest rate of Euribor +0.4%.
\nThe following table presents the cash and the non-cash changes in debt during 2023.
\n| \u00a0 | Eurobonds | Lease liabilities | Other loans | Total |
|---|---|---|---|---|
Balance at 1 January 2023 | 697 | 331 | 48 | 1,076 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Proceeds | \u00a0 | \u00a0 | 19 | 19 |
Repayments/lease-incentives | (47) | (81) | (4) | (132) |
Total cash movements | (47) | (81) | 15 | (113) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
New leases | \u00a0 | 61 | \u00a0 | 61 |
Lease modifications/reassessments | \u00a0 | 10 | \u00a0 | 10 |
Disposal of leases | \u00a0 | (1) | \u00a0 | (1) |
Pre-financing related to building of NLI/sorter | \u00a0 | \u00a0 | 25 | 25 |
Commencement of SPV financing | \u00a0 | \u00a0 | 37 | 37 |
Settlement of pre-financing | \u00a0 | \u00a0 | (37) | (37) |
Amortisation | 1 | \u00a0 | \u00a0 | 1 |
Total non-cash movements | 1 | 70 | 25 | 96 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Balance at 31 December 2023 | 651 | 319 | 88 | 1,059 |
In 2023, the \u20ac25 million (2022: \u20ac16 million) non-cash movement relates to the financing of lease contracts by an entity especially set up for this purpose by a third party (SPV). The financing was established via a pre-financing during the building phase. The pre-financing was performed via a specific revolving credit facility. In 2023, at the time of the related sale and lease back transactions, an amount of \u20ac37 million of pre-financing was replaced by financing from the SPV. At 31 December 2023, the remaining pre-financing balance amounted to \u20ac4 million.
\nRefer to note 4.5 for more details on the current outstanding eurobonds.
\nThe following table presents the cash and the non-cash changes in debt during 2022.
\n| \u00a0 | Eurobonds | Lease liabilities | Other loans | Total |
|---|---|---|---|---|
Balance at 1 January 2022 | 697 | 333 | 36 | 1,066 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Proceeds | \u00a0 | \u00a0 | 0 | 0 |
Repayments | \u00a0 | (74) | (4) | (78) |
Total cash movements | 0 | (74) | (4) | (78) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
New leases | \u00a0 | 58 | \u00a0 | 58 |
Lease modifications/reassessments | \u00a0 | 13 | \u00a0 | 13 |
Pre-financing related to building of NLI/sorter | \u00a0 | \u00a0 | 16 | 16 |
Amortisation | 1 | \u00a0 | \u00a0 | 1 |
Total non-cash movements | 1 | 71 | 16 | 88 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Balance at 31 December 2022 | 697 | 331 | 48 | 1,076 |
The following table presents the changes in the carrying value of the financial assets at fair value through OCI.
\n| \u00a0 | 2022 | 2023 |
|---|---|---|
Balance at 1 January | 28 | 20 |
Additions | 1 | 2 |
Remeasurement recognised in OCI | (8) | (6) |
Repayment of our stake in Endeit | (2) | (0) |
Balance at 31 December | 20 | 16 |
As at 31 December 2023, the investments in financial assets at fair value through OCI related to investments in equity shares of non-listed companies. PostNL holds non-controlling interests in Whistl Group Holdings Limited, Endeit Fund II Coo\u0308peratief U.A., Endeit Fund III Coo\u0308peratief U.A., Clean Clothes B.V. and Machool Technologies Inc. The assessment of fair value is based on key performance indicators included in related management and statutory reports and derived from the expected development of business and financial performance and external valuation insights, if available. In 2023, the fair value remeasurement of \u20ac6 million mainly related to our stake in Whistl.
\nCapital management is focused on the following components of the current capital structure:
Targeting a leverage ratio (adjusted net debt/EBITDA) not exceeding 2.0 (outcome 2023: 1.7)
Structural availability of \u20ac100 million to \u20ac200 million of undrawn committed facilities out of our revolving credit facility (reference is made to note 4.4)
Structural funding via a combination of public and bank debt, with a risk-weighted mix of fixed and floating interest
Cash pooling systems that ensure optimal cash requirements for the PostNL Group by facilitating centralised funding and surplus cash concentration at group level
Tax-optimal internal and external funding focused on optimising the cost of capital for PostNL, within boundaries that are sustainable on a long-term basis.
PostNL\u2019s activities expose the company to a variety of financial risks, such as interest rate risk, foreign currency exchange risk, commodity risk, credit risk and liquidity risk. All these risks arise in the normal course of business and PostNL therefore uses various techniques and financial derivatives to mitigate them.
\nThe following analyses provides quantitative information regarding PostNL\u2019s exposure to the financial risks described above. There are certain limitations and simplifications inherent in the analyses presented, primarily due to the assumption that rates change in a parallel fashion and instantaneously. At the same time, for example, the impact of changes in interest on foreign exchange exposures and vice versa is ignored. In addition, the analyses are unable to reflect the complex market reactions that would normally arise from the market shifts assumed.
\nPostNL uses derivative financial instruments solely for the purpose of hedging currency, commodity and interest exposures. The company enters into contracts related to derivative financial instruments for periods commensurate with its underlying exposures and does not take positions independent of these exposures. None of these financial instruments are leveraged or used for trading purposes or to take speculative positions.
\nFinancial risk management is carried out by Group Treasury under policies approved by the Board of Management. Group Treasury identifies, evaluates and hedges financial risks and exposures in close cooperation with operating units. The Board of Management provides written principles for overall risk management, as well as written policies covering the financial risks. Periodic reporting on financial risks is embedded in the overall risk framework and is provided to the Board of Management in a structural way.
\nGroup Treasury matches and manages the intragroup and external financial exposures. Although the company generally enters into hedging arrangements and other contracts to reduce its exposures, these measures may be inadequate or may subject the company to increased operating or financing costs.
\nPostNL actively manages its balance sheet and identifies interest rate risk associated with its financial assets and borrowings. Virtually all borrowings are at fixed rates, a movement in the rate will therefore only affect the cost base per the moment of fixing the rate of the debt instrument. The term of the lease debt is in line with market practice for the underlying assets. The Eurobonds\u00a0were\u00a0agreed with a seven year maturity.\u00a0PostNL enters into hedging arrangements to mitigate the interest exposure, at the moment the execution of material lease and debt instruments becomes more certain. As at 31 December 2023, PostNL\u2019s gross interest-bearing borrowings, including lease obligations, totaled \u20ac1,059 million (2022: \u20ac1,076 million), all at fixed interest rates. Financial assets are, on average, of a short-term nature and are therefore more exposed to interest rate fluctuations.
\nAt 31 December 2023, if interest rates on borrowings and financial assets had been 1% higher with other variables held constant, the profit before income tax would have been \u20ac5 million higher (2022: \u20ac6 million). The potential profit increase is entirely attributable to interest income on the cash and cash equivalents. Equity would be positively affected by \u20ac15 million (2022: \u20ac6 million), mainly due to the interest income on cash and cash equivalents and the cash flow hedge impact on equity of the outstanding interest rate swaps mitigating the refinancing interest rate risk.
\nPostNL has international operations that generate foreign currency exchange risks arising from future commercial transactions, recognised assets and liabilities, investments and divestments in foreign currencies other than functional currencies of the respective business units of PostNL, irrespective of whether it is the euro (PostNL\u2019s functional and reporting currency) or another functional currency. For accounting purposes the European Central Bank is used as the source.
\nThe main currencies of PostNL\u2019s external hedges are the British pound, Hong Kong dollar and US dollar.
\nThe Board of Management has set a policy requiring group companies to manage their foreign exchange risk against the functional currency. Group companies are required to hedge material exposures via the use of foreign exchange derivatives with Group Treasury, whereby a financing company operated by Group Treasury trades these foreign exchange derivatives with external banks. As at 31 December 2023, PostNL had no net investment hedges outstanding. Significant acquisitions and local debt are usually funded in the currency of the underlying assets.
\nAs at 31 December 2023, if the euro had weakened 10% against the British pound, the Hong Kong dollar and the US dollar with all other variables held constant, the profit before income taxes on the foreign exchange exposure on financial instruments would have been \u20ac0 million lower/higher (2022: \u20ac0 million). In 2023, the net income sensitivity to movements in euro/pound sterling, euro/HK dollar and euro/US dollar exchange rates is negligible and did not change compared to 2022. Equity would have been positively impacted by \u20ac2 million (2022: \u20ac2 million), all related to the move in the hedge reserve.
\nDuring 2023 it was agreed that a group company was exposed to potential price fluctuations on LNG. The group company is required to hedge its commodity risk with Group Treasury. Group Treasury trades these commodity derivatives with external banks. As at 31 December 2023, PostNL had LNG hedges outstanding for a total volume of 16.200 MwH. The exposure on LNG relates to a limited number of trucks running on LNG.
\nAs at 31 December 2023, if the LNG price would increase with \u20ac10 per MwH, with all other variables constant, the profit before income taxes on the commodity exposure on financial instruments would have been \u20ac0m. Equity would have been positively impacted by \u20ac0m, all related to the move in the hedge reserve.
\nCredit risk represents the potential losses that the company would incur if counterparties are unable to fulfil the terms of underlying agreements. Credit risk arises from cash and cash equivalents, derivatives and deposits with banks and financial institutions as well as credit exposures relating to customers. The credit risk exposure is minimised by only transacting with financial institutions, ensuring established credit guidelines are met and by managing its customer portfolio.
\nThe top 10 trade accounts receivable accounted for 19% of outstanding trade receivables as at 31 December 2023.
\nPrudent liquidity risk management implies maintaining sufficient cash, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, PostNL attempts to maintain flexibility in funding by keeping a committed multi-currency revolving credit facility of \u20ac200 million, which expires in 2028 available.
\nAs at 31 December 2023, the company\u2019s current assets and current liabilities amounted \u20ac943 and \u20ac1,280 million respectively. The current assets contained \u20ac518 million of cash and cash equivalents. This position does not contain any restricted cash. Included in the current liabilities is an upcoming eurobond repayment of nominal \u20ac353 million due in November 2024. Based on its ability to realise its assets and its proven cash flow-generating capability, the company expects to be able to discharge its liabilities in the normal course of business. Should the need arise, the company has (re)financing options available, backed by its committed credit facility of \u20ac200 million and an investment grade credit rating.
\nA downgrade in PostNL\u2019s credit rating may negatively affect its ability to obtain funds from financial institutions and banks and increase the interest rates at which the company is able to refinance existing debt or incur new debt. The terms and conditions of PostNL\u2019s material long-term and short-term debts, as well as its material drawn, or undrawn credit facilities do not include any financial covenants. There are no obligations to accelerate repayments of these material debts and committed facilities in the event of a credit rating downgrade.
\nAt 31 December 2023, the \u20ac200 million committed credit facility (maturity date: December 2028) was undrawn (2022: undrawn).
\nThe following table analyses PostNL\u2019s financial liabilities, categorising them into relevant maturity groupings based on the remaining period on the balance sheet to the contractual maturity date. The outgoing flows disclosed in the table are the contractual undiscounted cash flows that contain the redemptions and interest payments.
\nAt 31 December | Less than | Between 1 and 3 years | Thereafter | Book value |
|---|---|---|---|---|
Eurobonds | 6 | 408 | 302 | 697 |
Leases | 83 | 128 | 151 | 331 |
Other loans | 21 | 9 | 20 | 48 |
Foreign exchange contracts - outgoing | 217 | \u00a0 | \u00a0 | 1 |
Trade accounts payable | 182 | \u00a0 | \u00a0 | 182 |
Other current liabilities | 54 | \u00a0 | \u00a0 | 54 |
Total outgoing flows | 563 | 545 | 473 | 1,313 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Foreign exchange contracts - incoming | 217 | \u00a0 | \u00a0 | \u00a0 |
Total mitigation via incoming flows | 217 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total liquidity risk 2022 | 346 | 545 | 473 | 1,313 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Eurobonds | 358 | 304 | \u00a0 | 651 |
Leases | 88 | 128 | 132 | 320 |
Other loans | 18 | 25 | 61 | 88 |
Foreign exchange contracts - outgoing | 201 | \u00a0 | \u00a0 | 2 |
Trade accounts payable | 210 | \u00a0 | \u00a0 | 210 |
Other current liabilities | 58 | \u00a0 | \u00a0 | 58 |
Total outgoing flows | 934 | 457 | 193 | 1,330 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Foreign exchange contracts - incoming | 201 | \u00a0 | \u00a0 | \u00a0 |
Total mitigation via incoming flows | 201 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total liquidity risk 2023 | 733 | 457 | 193 | 1,330 |
In line with IFRS 9 and IFRS 13, the following categories of financial assets and financial liabilities can be distinguished.
\nAt 31 December | Notes | Input information level (IFRS13) | Loans and receivables | Derivatives used for hedging | Financial assets at fair value through OCI | Total |
|---|---|---|---|---|---|---|
Other loans receivable | \u00a0 | level 2 | 17 | \u00a0 | \u00a0 | 17 |
Other financial fixed assets | \u00a0 | level 3 | \u00a0 | \u00a0 | 20 | 20 |
Accounts receivable | level 2 | 382 | \u00a0 | \u00a0 | 382 | |
Derivatives1 | \u00a0 | level 2 | \u00a0 | 5 | \u00a0 | 5 |
Cash and cash equivalents | \u00a0 | 556 | \u00a0 | \u00a0 | 556 | |
Total assets balance sheet 2022 | \u00a0 | \u00a0 | 955 | 5 | 20 | 980 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Other loans receivable | \u00a0 | level 2 | 15 | \u00a0 | \u00a0 | 15 |
Other financial fixed assets | \u00a0 | level 3 | \u00a0 | \u00a0 | 16 | 16 |
Accounts receivable | level 2 | 333 | \u00a0 | \u00a0 | 333 | |
Derivatives1 | \u00a0 | level 2 | \u00a0 | 1 | \u00a0 | 1 |
Cash and cash equivalents | \u00a0 | 518 | \u00a0 | \u00a0 | 518 | |
Total assets balance sheet 2023 | \u00a0 | \u00a0 | 865 | 1 | 16 | 883 |
Fair value represents the price that would be received when selling an asset in an orderly transaction between willing market participants. For the level 3 financial assets at fair value through OCI, our valuations have been measured by using the market approach as per 31 December 2022 and 31 December 2023.
\nAt 31 December | Notes | Input information level (IFRS13) | Financial liabilities measured at amortised costs | Derivatives used for hedging | Total |
|---|---|---|---|---|---|
Long-term debt | level 1&21 | 725 | \u00a0 | 725 | |
Trade accounts payable | \u00a0 | level 22 | 182 | \u00a0 | 182 |
Short-term debt | level 22 | 21 | \u00a0 | 21 | |
Other current liabilities3 | level 22 | 52 | 3 | 55 | |
Total liabilities balance sheet 2022 | \u00a0 | \u00a0 | 979 | 3 | 982 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Long-term debt | level 1&21 | 372 | \u00a0 | 372 | |
Trade accounts payable | \u00a0 | level 22 | 210 | \u00a0 | 210 |
Short-term debt | level 1&21 | 368 | \u00a0 | 368 | |
Other current liabilities3 | level 22 | 51 | 9 | 60 | |
Total liabilities balance sheet 2023 | \u00a0 | \u00a0 | 1,001 | 9 | 1,010 |
All financial instruments are reported on a gross basis per instrument. Netting of financial instruments per contractual counterparty will not have a material impact on the outstanding balances.
\nFor the details on the outstanding eurobonds, see the table below.
\nAt 31 December | Nominal | Costs/discount to be amortised | Carrying | Fair |
|---|---|---|---|---|
1.000% eurobond 2024 | 400 | 1 | 399 | 380 |
0.625% eurobond 2026 | 300 | 2 | 298 | 267 |
Total outstanding eurobonds 2022 | 700 | 3 | 697 | 647 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
1.000% eurobond 2024 | 353 | 0 | 353 | 344 |
0.625% eurobond 2026 | 300 | 1 | 299 | 278 |
Total outstanding eurobonds 2023 | 653 | 2 | 651 | 622 |
For the details on the outstanding leases, see the table below.
\nAt 31 December | Nominal | Fixed/floating interest | Carrying | Fair value |
|---|---|---|---|---|
Total outstanding leases 2022 | 331 | fixed | 331 | 331 |
Total outstanding leases 2023 | 320 | fixed | 320 | 320 |
For the details on the outstanding foreign exchange contracts, see the table below.
\nAt 31 December | Carrying value | Fair value | Nominal value | Hedge | Amount in equity |
|---|---|---|---|---|---|
Asset | 1 | 1 | 76 | balance sheet/cashflow | 1 |
Liability | 3 | 3 | 141 | balance sheet/cashflow | (2) |
Foreign exchange contracts 2022 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Asset | 1 | 1 | 92 | balance sheet/cashflow | 1 |
Liability | 2 | 2 | 110 | balance sheet/cashflow | (2) |
Foreign exchange contracts 2023 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
The fair value of these outstanding foreign exchange hedges is recorded as a current asset in \u2018prepayments and accrued income\u2019 or as a current liability in \u2018other current liabilities\u2019 and includes credit valuation adjustments.
\nIn 2023, the total ineffective portion on all derivatives recognised in the income statement that arises from the use of fair value and cash flow hedges amounted to \u20ac0 million (2022: \u20ac0 million).
\nFor the details on the outstanding interest rate swaps, see the table below.
\nAt 31 December | Carrying value | Fair value | Nominal value | Hedge | Amount in equity |
|---|---|---|---|---|---|
Interest rate swaps 2022 | 4 | 4 | 51 | balance sheet/cashflow | 3 |
Interest rate swaps 2023 | (6) | (6) | 229 | balance sheet/cashflow | (5) |
The fair value of these outstanding interest rate swaps is recorded as a current asset in \u2018prepayments and accrued income\u2019 or as a current liability in \u2018other current liabilities\u2019 and includes credit valuation adjustments.
\nOrdinary shares are classified as equity. Incremental costs directly attributable to the issuance of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
\nWhere any group company purchases PostNL\u2019s equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes), is deducted from equity until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, are included in equity.
Since 4 August 2011, the company\u2019s authorised share capital amounts to \u20ac120 million, divided into 750,000,000 ordinary shares and 750,000,000 preference shares B, both of \u20ac0.08 nominal value each.
\nThe ordinary shares are in deposit or registered form. Deposit shares are represented by a global note held by the Dutch clearing system Euroclear Netherlands and are transferable through Euroclear Netherlands\u2019 book entry system. Ordinary shares in registered form are transferred by means of a deed of transfer and PostNL\u2019s written acknowledgement of the transfer. PostNL does not have share certificates for ordinary shares represented by the global note. The preference shares B are in registered form.
\nAt 31 December 2023, the company's issued share capital amounted to \u20ac40 million (2022: \u20ac39 million). The number of authorised, issued and outstanding shares by class of share is as presented in the following table.
\nIn 2022, PostNL repurchased 51 million ordinary shares under the first tranche of the share buyback programme. Out of the 51 million shares, 16,358,973 shares were used for the payment of the 2021 final dividend in stock, 7,868,569 shares were used for the payment of the 2022 interim dividend in stock and 1,051,073 shares were used for the settlement of PostNL\u2019s equity-settled share plans. The remaining 25,721,385 shares were cancelled on 22 November 2022. In 2023, no shares were repurchased.
\nFor all equity-settled share plans, PostNL intends to perform the settlement by issuing new shares or assigning repurchased shares to 'Stichting Managementparticipatie PostNL' (Foundation Management Participation PostNL). In 2023, the company issued 1,274,710 ordinary shares (2022: 0 shares) under its incentive schemes to 'Stichting Managementparticipatie PostNL' (Foundation Management Participation PostNL), and assigned 0 repurchased ordinary shares (2022: 1,051,073) under its incentive schemes to 'Stichting Managementparticipatie PostNL' (Foundation Management Participation PostNL). As at 31 December 2023, the company held no shares to cover its obligations under the existing share plans or for cancellation (2022: 0 shares).
\nBefore proposed appropriation of profit | 2022 | 2023 |
|---|---|---|
Authorised by class | \u00a0 | \u00a0 |
Ordinary shares | 750,000,000 | 750,000,000 |
Preference shares B | 750,000,000 | 750,000,000 |
Total authorised | 1,500,000,000 | 1,500,000,000 |
| \u00a0 | \u00a0 | \u00a0 |
Issued and outstanding | \u00a0 | \u00a0 |
Per 1 January of the reported year | 513,252,013 | 487,530,628 |
Cancellation of repurchased shares | (25,721,385) | \u00a0 |
Issued for stock dividend | 0 | 5,401,910 |
Issued under its incentive schemes | 0 | 1,274,710 |
Per 31 December of the reported year | 487,530,628 | 494,207,248 |
| \u00a0 | \u00a0 | \u00a0 |
Issued and outstanding per 31 December by class | \u00a0 | \u00a0 |
Ordinary shares | 487,530,628 | 494,207,248 |
of which held by the company to cover share plans | 0 | 0 |
of which a foundation incorporated by the company only holds the legal title | 2,273,128 | 2,518,876 |
Preference shares B | 0 | 0 |
For administration and compliance purposes, since May 2013 all shares belonging to PostNL employees under PostNL incentive schemes are held by Stichting Managementparticipatie PostNL (Foundation Management Participation PostNL). These shares are held on an omnibus securities account with ABN AMRO Bank, the Netherlands. Foundation Management Participation PostNL legally owns the shares, while the beneficial ownership of the shares is vested in the employees, who are also entitled to dividend received by Foundation Management Participation PostNL on their behalf. At 31 December 2023, the number of PostNL shares involved amounted to 2,518,876 shares (2022: 2,273,128 shares) with a nominal value of \u20ac0.08 per share.
\nStichting Continuiteit PostNL (Foundation Continuity PostNL) was formed to safeguard the interests of PostNL, the undertaking connected with PostNL and all parties involved. It does this by, among other things, preventing any influences that could threaten PostNL\u2019s continuity, independence and identity, as far as possible. Foundation Continuity PostNL is an independent legal entity and is not owned or controlled by PostNL or any other legal person.
\nPostNL\u2019s articles of association provide for protective preference shares B that can be issued to Foundation Continuity PostNL to serve these interests. The preference shares B have a nominal value of \u20ac0.08 and have the same voting rights as PostNL\u2019s ordinary shares.
\nPostNL and Foundation Continuity PostNL have entered into a call option agreement, which enables Foundation Continuity PostNL to acquire a number of preference shares B not exceeding the total issued amount of shares minus one and minus any shares already issued to Foundation Continuity PostNL. The call option agreement is meant as a preventive countermeasure against influences that might threaten the continuity, independence and identity of the company. Preference shares B will be outstanding no longer than is strictly necessary. At 31 December 2023, no preference shares B had been issued.
\nAt 31 December 2023, additional paid-in capital of \u20ac165 million (2022: \u20ac163 million) is fully exempt for Dutch tax purposes to the extent that this has been paid in by shareholders of the company.
\nEquity-settled share-based compensation plans
PostNL operates a number of equity-settled share-based compensation plans, under which the employees receive (conditional) shares of the group for services rendered. The fair value of the employee services received, as measured at the grant date in exchange for the grant of the shares, is recognised as an expense, with a corresponding increase in equity.
Non-market performance and service conditions are included in assumptions about the number of (conditional) shares that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all the specified vesting conditions are to be satisfied. In addition, for some share-based compensation plans, employees provide services in advance of the grant date and therefore the grant date fair value is estimated for the purposes of recognising the expense between service commencement date and grant date. At the end of each reporting period, the group revises its estimates of the number of shares that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.
Total remuneration of the Supervisory Board in 2023 amounted to \u20ac410,500 (2022: \u20ac357,937). For details see the 'Remuneration report'.
\nThe members of the Supervisory Board receive no compensation related to performance and/or equity and accrue no pension rights with the company. The members of the Supervisory Board receive no severance payments in the event of termination. PostNL does not grant loans, including mortgage loans, advance payments, guarantees and options or shares to any member of the Supervisory Board.
\nIn 2023, the total remuneration based on IFRS of the Board of Management amounted to \u20ac2,087,877 (2022: \u20ac2,057,994). The following table presents total remuneration of the Board of Management:
\n| \u00a0 | \u00a0 | Base salary1 | Other benefits2 | Pension costs3 | One year variable | Multi-year variable | Total remuneration |
|---|---|---|---|---|---|---|---|
Herna Verhagen - CEO | 2023 | 696,630 | 193,394 | 45,447 | 104,495 | 149,698 | 1,189,664 |
2022 | 679,639 | 188,717 | 45,565 | - | 263,564 | 1,177,485 | |
Pim Berendsen - CFO | 2023 | 529,439 | 133,665 | 41,920 | 79,416 | 113,774 | 898,214 |
2022 | 516,526 | 118,078 | 45,594 | - | 200,311 | 880,509 |
The base salaries for both members of the Board of Management were increased by 2.5% in 2023 compared to 2022 in line with the remuneration policy.
\nPostNL accounts for the short-term incentive on the basis of the performance of the year reported. In 2023, an amount of \u20ac183,910 was accrued for. In accordance with the remuneration policy, this amount will be paid in cash in 2024. In 2023, no amount was paid out as targets were not achieved in 2022.
\nIn 2023, the total share-based payment costs relating to the long-term incentive performance share plan for the members of the Board of Management amounted to \u20ac263,472 (2022: \u20ac463,875).
\nThe members of the Board of Management are awarded a long-term incentive, which represents a maximum potential reward of 37.5% of the annual base salary in the form of a performance share plan. The characteristics of this performance share plan are:
It is a conditional equity-settled share plan based on a three-year performance period
Each year shares are conditionally allocated to members of the Board of Management
Aconditional dividend equivalent is added to the conditional shares equal to the dividend rights of ordinary shares
The conditional shares and their conditional dividend equivalents will vest after a performance period of three years
Vesting is subject to the achievement of targets set on each of the long-term performance measures supportive to the attainment of PostNL\u2019s strategy
If a member of the Board of Management leaves the company during the performance period due to circumstances involving fraud or gross misbehaviour, any accrued rights on the long-term incentive plan will terminate and become void
If a member of the Board of Management leaves the company due to other reasons, a pro rata performance and time-based vesting applies, unless decided otherwise by the Supervisory board.
In compliance with the Dutch Corporate Governance Code, following a three-year performance period, the holding period for vested shares expires two years thereafter or at termination of employment/service if this occurs earlier. For compliance reasons, a sale of shares may not occur within six months following the date of termination of the employment/service. Any sale of shares for the purpose of using the proceeds to pay for the tax due at vesting of these shares is exempted.
\nName of Director - position | Specification of plan | Number of shares held at 1 Jan 2023 | Number of shares granted during 20231 | Number of dividend shares2 | Number of shares settled during 2023 | Number of shares forfeited during 2023 | Net number of shares under a holding period at 31 Dec 2023 | Number of shares subject to a performance condition at 31 Dec 2023 |
|---|---|---|---|---|---|---|---|---|
Herna Verhagen - CEO | PSP 2023 | \u00a0 | 163,711 | 4,739 | \u00a0 | \u00a0 | \u00a0 | 168,450 |
| \u00a0 | PSP 2022 | 83,925 | \u00a0 | 3,484 | \u00a0 | \u00a0 | \u00a0 | 87,409 |
| \u00a0 | PSP 2021 | 65,051 | \u00a0 | 2,700 | \u00a0 | \u00a0 | \u00a0 | 67,751 |
| \u00a0 | PSP 2020 | 209,021 | \u00a0 | 2,552 | (211,573) | \u00a0 | 109,488 | \u00a0 |
| \u00a0 | PSP 2019 | 44,246 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | 44,246 | \u00a0 |
| \u00a0 | PSP 2018 | 30,687 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | Total shares | 432,930 | 163,711 | 13,475 | (211,573) | \u00a0 | 153,734 | 323,610 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Pim Berendsen - CFO | PSP 2023 | \u00a0 | 124,421 | 3,602 | \u00a0 | \u00a0 | \u00a0 | 128,023 |
| \u00a0 | PSP 2022 | 63,783 | \u00a0 | 2,648 | \u00a0 | \u00a0 | \u00a0 | 66,431 |
| \u00a0 | PSP 2021 | 49,440 | \u00a0 | 2,053 | \u00a0 | \u00a0 | \u00a0 | 51,493 |
| \u00a0 | PSP 2020 | 158,856 | \u00a0 | 1,939 | (160,795) | \u00a0 | 83,211 | \u00a0 |
| \u00a0 | PSP 2019 | 33,628 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | 33,628 | \u00a0 |
| \u00a0 | PSP 2018 | 23,322 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | Total shares | 329,029 | 124,421 | 10,242 | (160,795) | \u00a0 | 116,839 | 245,947 |
Total shares | \u00a0 | 761,959 | 288,132 | 23,717 | (372,368) | \u00a0 | 270,573 | 569,557 |
Specification of plan | Performance period | Grant date |
|---|---|---|
PSP 2023 | 01/01/2023-31/12/2025 | 11/05/2023 |
PSP 2022 | 01/01/2022-31/12/2024 | 12/05/2022 |
PSP 2021 | 01/01/2021-31/12/2023 | 14/05/2021 |
PSP 2020 | 01/01/2020-31/12/2022 | 06/05/2020 |
PSP 2019 | 01/01/2019-31/12/2021 | 10/05/2019 |
The vesting date is generally equal to grand date plus three years. Subsequently, a holding period of two years applies.
\nNote that the number of outstanding conditional shares does not represent the total number of shares held by each member of the Board of Management, which includes vested shares under PostNL's performance share plan and variable remuneration. Reference is made to chapter 15 Remuneration, section actual remuneration, tabel 'Shares held by Board of Management'.
\nIn 2023, an amount of \u20ac263,472 (2022: \u20ac463,875) was expensed for the cost of the performance shares of the Board of Management. The costs are determined by multiplying the number of granted performance shares by the fair value of such shares on the date of the grant (PSP 2023: \u20ac1.606 per share; PSP 2022: \u20ac2.817 per share; PSP 2021: \u20ac4.375 per share; PSP 2020: \u20ac1.341 per share) and by taking into account expected vesting percentages.
\nOther periodic compensation included company costs related to tax and social security, pension allowances, company car and other compensation.
\nThe pension costs consist of the pension contribution for the reported year (net of employee contributions) and risk premium for the net pension plan. The members of the Board of Management are participants in a collective defined contribution plan.
\nNo loans, advance payments or guarantees were granted to members of the Board of Management in 2023 (2022: nil).
\nThe short-term incentive for senior management represents a potential reward of a percentage of the annual base salary (the percentage depending on the job level), which is based on annual performance measures. Of the realised achievements, 50% is paid in cash and 50% is paid in PostNL shares in the following year. Shares will be granted unconditionally and will be delivered without restrictions or a restricted period, other than those defined in the PostNL insider trading policy.
\nThe 50% of the short-term incentive settled in shares is accounted for as an equity-settled share-based payment. The accrued share-based payment costs relating to this short-term incentive amounted to \u20ac1.2 million in 2023 (2022: \u20ac0.4 million). The realised amounts will be granted and paid in PostNL shares in 2024.
\nA select group of senior management is awarded a long-term incentive, which represents a potential reward of 37.5% of the annual base salary in the form of a performance share plan that contains three-year performance measures. The long-term incentive is part of the remuneration package for this select group of senior management. It is aimed particularly at aligning their interests with the long-term interests of the company and its shareholders.
\nThe performance share plan contains the same characteristics as the performance share plan of the Board of Management with the exception that there is no holding period applicable for senior management.
\nSpecification of plan | Number of shares held at 1 Jan 2023 | Number of shares granted during 20231 | Number of dividend shares2 | Number of shares settled during 2023 | Number of shares forfeited during 2023 | Number of shares outstanding at |
|---|---|---|---|---|---|---|
PSP 2023 | \u00a0 | 482,855 | 13,978 | \u00a0 | \u00a0 | 496,833 |
PSP 2022 | 235,838 | 185,654 | 15,166 | \u00a0 | \u00a0 | 436,658 |
PSP 2021 | 179,943 | 141,698 | 11,576 | \u00a0 | \u00a0 | 333,217 |
PSP 2020 | 499,937 | 30,664 | 6,105 | (496,653) | (40,053) | 0 |
Total shares | 915,718 | 840,871 | 46,825 | (496,653) | (40,053) | 1,266,708 |
In 2023, an amount of \u20ac644,212 (2022: \u20ac570,446) was expensed for the cost of the performance shares of senior management. The costs are determined by multiplying the number of granted performance shares by the fair value of such shares on the date of the grant (PSP 2023: \u20ac1.606 per share; PSP 2022: \u20ac2.817 per share; PSP 2021: \u20ac4.375 per share; PSP 2020: \u20ac1.341 per share) and by taking into account expected vesting percentages.
\nSince 2011, senior management have had the opportunity to participate, on a voluntary basis, in a bonus/matching plan. The company sees the bonus matching plan as part of the remuneration package for the members of senior management, particularly aimed at aligning their interests with the long-term interests of the company and shareholders. At the discretion of the Supervisory Board, grants are made on an annual basis in accordance with the bonus matching plan which has been approved by the Supervisory Board. The significant aspects of the plan are:
Bonus shares are purchased by the participant using 25% of the gross (cash) variable remuneration and delivered upon the grant of the right on matching shares
The number of bonus shares is calculated by dividing 25% of an individual\u2019s gross annual cash bonus relating to the preceding financial year by the share price on Euronext Amsterdam on the date the grant is made
The rights to matching shares are granted free of charge. The number of matching shares is equal to the number of bonus shares (equity settled scheme)
The matching rights vest three years after the delivery of the bonus shares
For each bonus share that is sold within three years, the associated right to one matching share lapses. If more than 50% of the bonus shares are sold within three years, the entire right to matching shares lapses with immediate effect
If a participant leaves the company for certain reasons (retirement, certain reorganisations, disability or death), the right to matching shares will vest immediately and he/she can exercise his/her right pro rata
A participant loses the right to exercise his/her right on matching shares when he/she leaves the company for reasons other than those mentioned
The exercise of the rights to matching shares is subject to the PostNL insiders trading policy.
\nSpecification of plan | Vesting period | Number of shares outstanding at 1 Jan 2023 | Number of shares granted during 2023 | Number of shares settled during 2023 | Number of shares forfeited during 2023 | Number of shares outstanding at 31 Dec 2023 |
|---|---|---|---|---|---|---|
Bonus matching 2023 | 11/05/2023-11/05/2026 | \u00a0 | 16,838 | (141) | (1,892) | 14,805 |
Bonus matching 2022 | 12/05/2022-12/05/2025 | 45,561 | \u00a0 | (2,591) | (6,045) | 36,925 |
Bonus matching 2021 | 14/05/2021-14/05/2024 | 34,606 | \u00a0 | (2,864) | (2,425) | 29,317 |
Bonus matching 2020 | 06/05/2020-06/05/2023 | 44,463 | \u00a0 | (44,463) | \u00a0 | 0 |
Total | \u00a0 | 124,630 | 16,838 | (50,059) | (10,362) | 81,047 |
In 2023, an amount of \u20ac94,195 (2022: \u20ac94,917) was expensed for the cost of the equity-settled bonus matching shares. The costs are determined by multiplying the number of granted matching shares by the fair value of such shares on the date of the grant (2023: \u20ac1.606 per share; 2022: \u20ac2.817 per share; 2021: \u20ac4.375 per share; 2020: \u20ac1.341 per share) and by taking into account expected vesting percentages.
\nFor all equity-settled , PostNL intends to perform the settlement by issuing new shares or assigning repurchased shares. Accordingly, the company does not need to actively hedge the risk in connection with its obligations. As a result, the company did not purchase any additional shares in 2023 to cover its obligations under the existing share plans. In 2022, PostNL assigned 1,051,073 repurchased shares to cover these obligations. As at 31 December 2023, the total number of shares held for this purpose was nil (2022: 0).
\nThe identified related parties of the group are its group companies, its joint ventures and associates, shareholders with significant influence, its pension fund and the members of the Board of Management and Supervisory Board. The PostNL group companies have trading relationships with a number of joint ventures as well as with companies in which PostNL holds minority stakes. In some cases, there are contractual arrangements in place under which PostNL companies source supplies from such undertakings, or such undertakings source supplies from PostNL. Transactions are carried out at arm's length.
\nDuring 2023, sales of PostNL to joint ventures and associates amounted to \u20ac3 million (2022: \u20ac3 million). Purchases of PostNL from joint ventures and associates amounted to \u20ac0 million (2022: \u20ac0 million). The net amounts due from the joint ventures and associates amounted to \u20ac0 million (2022: \u20ac0 million). Related party transactions with PostNL\u2019s pension fund are presented in note 3.5 to the consolidated financial statements.
\nPostNL considers the members of the Board of Management and Supervisory Board as key management personnel as defined by IAS 24. For disclosure on related party transactions with the Board of Management and Supervisory Board, see note 5.1 to the consolidated financial statements.
\nIn 2023, PostNL did not acquire new business by the acquisition of the shares of other entities.
\nThe consolidated financial statements include the financial figures of PostNL N.V. and its subsidiaries, associates and joint ventures and have been prepared using uniform accounting policies for like transactions and other events in similar circumstances. All significant intercompany transactions and balances have been eliminated on consolidation. A complete list of subsidiaries, associates and joint ventures included in PostNL\u2019s consolidated financial statements is filed for public review at the Chamber of Commerce in The Hague. This list has been prepared in accordance with the provisions of article 379 (1) and article 414 of book 2 of the Dutch Civil Code.
\nA subsidiary is an entity controlled directly or indirectly by PostNL N.V. Control is defined as the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether PostNL controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to PostNL and are de-consolidated from the date on which control ceases. PostNL uses the acquisition method of accounting to account for the acquisition of subsidiaries. The consideration of an acquisition is measured at the fair value of the assets transferred, equity instruments issued and liabilities incurred or assumed at the date of exchange. The consideration transferred also includes the fair value arising from contingent consideration arrangements. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values on the acquisition date irrespective of the extent of any non-controlling interest. Acquisition-related costs are expensed as incurred.
\nThe excess of the consideration transferred over the fair value of PostNL\u2019s share of the identifiable net assets of the subsidiary is recorded as goodwill. If the cost of acquisition is less than the fair value of PostNL\u2019s share of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement. The group treats transactions with non-controlling interests as transactions with equity owners of the group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
\nWhen the group ceases to have control or significant influence, any retained interest in the entity is re-measured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequent accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are recycled to profit or loss. The non-controlling interest is initially measured at the proportion of the non-controlling interest in the recognised net fair value of the assets, liabilities and contingent liabilities. Losses applicable to the non-controlling interest in excess of the non-controlling interest in the subsidiary\u2019s equity are allocated against PostNL\u2019s interests.
\nItems included in the financial statements of each of the group\u2019s entities are measured using the currency of the primary environment in which the entity operates ('the functional currency'). These consolidated financial statements are presented in euros, which is PostNL\u2019s functional and presentation currency.
\nForeign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transactions. Monetary assets and liabilities in foreign currencies are translated to the functional currency using year-end exchange rates. Foreign currency exchange gains and losses resulting from the settlement of foreign currency transactions and balances and from the translation at year-end exchange rates are recognised in the income statement except for qualifying cash flow hedges and qualifying net investment hedges that are directly recognised in other comprehensive income.
\nThe results and financial position of all group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
Assets and liabilities are translated at the closing exchange rates
Income and expenses are translated at average exchange rates
The resulting exchange rate differences based on the different ways of translating between the balance sheet and the income statement are recognised as a separate component of equity (translation reserve).
Foreign currency exchange differences arising from the translation of the net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments, are taken to the translation reserve. When a foreign operation is sold, such exchange differences are recycled in the income statement as part of the gain or loss on the sale.
\nGoodwill is not subject to amortisation but is tested for impairment annually or whenever there is an indication that the asset might be impaired. For the purposes of assessing impairment, assets are grouped at the lowest levels at which there are separately identifiable cash flows, being the cash-generating units (CGUs). If the recoverable value of the CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of the goodwill allocated to the CGU and then pro rata to other assets of the CGU. The recoverable amount is the higher of the fair value less costs of disposal and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the asset-specific risks. For the purpose of assessing impairment, corporate assets are allocated to specific CGUs before impairment testing. The allocation of the corporate assets is based on the contribution of those assets to the future cash flows of the CGU under review. Impairment losses recognised for goodwill are not reversed in a subsequent period.
\nPostNL assesses on each balance sheet date whether there is objective evidence that an investment in a joint venture or associate may need to be impaired. If the recoverable value of the investment is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The recoverable amount is the higher of the fair value less costs of disposal and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the asset-specific risks. The fair value less costs of disposal of a joint venture or associate is reviewed based on observable publicly available market data. Possible impairment charges may be reversed if there is an indication that the impairment no longer exists or has been reduced.
\nAt each balance sheet date, PostNL reviews its finite-lived intangible assets and property, plant and equipment for an indication of impairment. If any indication exists, the recoverable amount of the assets is estimated. The recoverable amount is defined as the higher of an asset\u2019s fair value less costs of disposal and its value in use. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Any impairment loss is recognised immediately in the income statement. Impairment losses recognised in prior periods shall be reversed only if there has been a change in the estimates used to determine the asset\u2019s recoverable amount since the last impairment loss was recognised. The recoverable amount shall not exceed the carrying amount that would have been determined had no impairment loss been recognised in previous periods. A reversal of an impairment loss is recognised immediately in the income statement.
\nThe company recognises a liability and an expense for profit-sharing by employees, based on a calculation that takes into consideration quantitative and qualitative performance measures in accordance with contractual arrangements.
\nDividend distribution to PostNL\u2019s shareholders is recognised as a liability in the financial statements in the year in which the dividends are approved by the shareholders. If PostNL offers its shareholders (the choice of) dividends in additional shares, the additionally issued shares are recognised at their nominal amount.
\nThere are no subsequent events to report.
\nYear ended at 31 December | Notes | 2022 (Restated) | Change in pension accounting classification | 2022 (Restated) excl. change in pension accounting classification | 2023 |
|---|---|---|---|---|---|
Revenue | \u00a0 | 0 | \u00a0 | 0 | 0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Salaries, pensions and social security contributions | 6.2.1 | (1,430) | (1,354) | (76) | (2) |
Other operating expenses | \u00a0 | 0 | \u00a0 | 0 | (0) |
Total operating expenses | \u00a0 | (1,430) | (1,354) | (76) | (3) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Operating income | \u00a0 | (1,430) | (1,354) | (76) | (3) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Net financial expense | 6.2.2 | (9) | \u00a0 | (9) | (3) |
Share in result from subsidiaries | \u00a0 | 75 | (2) | 77 | 60 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Profit/(loss) before income taxes | \u00a0 | (1,364) | (1,356) | (8) | 54 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Income taxes | \u00a0 | 371 | 349 | 22 | 1 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Profit/(loss) for the year attributable to shareholders | \u00a0 | (993) | (1,007) | 14 | 55 |
Year ended at 31 December | Notes | 2022 (Restated) | Change in pension accounting classification | 2022 (Restated) excl. change in pension accounting classification | 2023 |
|---|---|---|---|---|---|
Profit/(loss) for the year attributable to shareholders | \u00a0 | (993) | (1,007) | 14 | 55 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Actuarial gains/(losses) pensions, net of tax | 6.3.4 | 491 | \u00a0 | 491 | 0 |
Pension asset ceiling/minimum funding requirement, net of tax | 6.3.4 | 585 | 1,020 | (435) | \u00a0 |
Share in other comprehensive income from subsidiaries | \u00a0 | (7) | \u00a0 | (7) | (6) |
Other comprehensive income that will not be reclassified to the income statement | \u00a0 | 1,069 | 1,020 | 49 | (5) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Gains/(losses) on cash flow hedges, net of tax | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (5) |
Share in other comprehensive income from subsidiaries | \u00a0 | 2 | \u00a0 | 2 | 2 |
Other comprehensive income that may be reclassified to the income statement | \u00a0 | 2 | \u00a0 | 2 | (3) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total other comprehensive income for the year | \u00a0 | 1,071 | 1,020 | 52 | (8) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total comprehensive income for the year | \u00a0 | 78 | 13 | 66 | 47 |
At 31 December, before appropriation of profit | Notes | At 1 January 2022 (restated) | At 31 December 2022 (restated) | At 31 December 2023 |
|---|---|---|---|---|
Assets | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Investments in subsidiaries | 6.3.1 | 801 | 721 | 662 |
Deferred tax assets | \u00a0 | 0 | 0 | 2 |
Total non-current assets | \u00a0 | 801 | 721 | 664 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Accounts receivable from Group companies | 6.3.2 | 286 | 151 | 166 |
Other accounts receivable | \u00a0 | 2 | 1 | 2 |
Income tax receivable | \u00a0 | 101 | 21 | 26 |
Total current assets | \u00a0 | 389 | 173 | 194 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total assets | \u00a0 | 1,190 | 893 | 858 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Equity and liabilities | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Issued share capital | \u00a0 | 41 | 39 | 40 |
Additional paid-in capital | \u00a0 | 163 | 163 | 165 |
Legal reserves | \u00a0 | 19 | 13 | 5 |
Other reserves | \u00a0 | (167) | 1,267 | (45) |
Retained earnings | \u00a0 | 370 | (1,306) | 34 |
Total shareholders' equity | 6.3.3 | 426 | 177 | 198 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Provision for pension liabilities | 6.3.4 | 64 | 0 | 0 |
Eurobonds | 6.3.5 | 697 | 697 | 299 |
Other provisions | \u00a0 | 1 | 2 | 2 |
Total non-current liabilities | \u00a0 | 762 | 699 | 300 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Accounts payable to Group companies | \u00a0 | 1 | 0 | 6 |
Eurobonds | 6.3.5 | \u00a0 | \u00a0 | 353 |
Other current liabilities | \u00a0 | 1 | 17 | 1 |
Total current liabilities | \u00a0 | 2 | 17 | 360 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total equity and liabilities | \u00a0 | 1,190 | 893 | 858 |
PostNL N.V. (hereafter referred to as \u2018the company\u2019) is a public limited liability company with its registered seat and head office at Waldorpstraat 3, 2521 CA, The Hague, the Netherlands. The Chamber of Commerce number is 27124700.
\nIn 2023, PostNL changed the accounting framework in its corporate financial statements from International Financial Reporting Standards as endorsed by the European Union (IFRS-EU) to Part 9 of Book 2 of the Dutch Civil Code, where PostNL makes use of the option in Article 362 (8) to use the same accounting principles on recognition and measurement as applied in the consolidated financial statements.
\nIn 2011, it was expected that the implementation of the revised IAS 19 related to pensions would result in a negative equity per 1 January 2013, which potentially prohibited the payout of (stock) dividend while the Company was generating sufficient cashflows for dividends. Accordingly, the accounting framework for the corporate financial statements was changed to IFRS-EU. As part hereof, the investments in subsidiaries were revalued to their higher deemed cost value, positively impacting corporate equity. With the pension plan amendment to a collective defined contribution plan at the end of December 2022, the Company\u2019s equity is no longer impacted by IAS 19. Given the elimination of this impact, the change back to Part 9 of Book 2 of the Dutch Civil Code is made. With the changed accounting framework, the corporate financial statements reflect the clear relationship between consolidated and corporate equity and results, are in line with other listed Dutch entities and no longer require significant management judgement in the determination of the value of investments in subsidiaries. As such, taking into account the purpose of the corporate financial statements, PostNL concluded that this change provides reliable and more relevant information.
\nAs a result of the change of accounting framework, PostNL\u2019s investment in subsidiaries in the corporate financial statements are accounted for according to the equity method with the principles for the recognition and measurement of assets and liabilities and determination of results as set out in the notes to the consolidated financial statements.
\nThe comparative figures have been adjusted accordingly.
\nFor the principles of valuation of assets and liabilities and for the determination of results reference is made to the notes to the consolidated statement of financial position and consolidated statement of profit or loss.
\nThe value of the corporate investments in subsidiaries based on the former accounting policy (deemed) \u2018cost less impairment\u2019 practically resulted in annual substantial movements in the non-distributable revaluation reserve. As of this reporting period, this will no longer be applicable. Applying the former accounting policy in the current year would have required management to assess the fair value of the investments in subsidiaries which possibly would have resulted in an impairment of these investments in subsidiaries and a corresponding reduction of the non-distributable within corporate equity.
\nAs under Dutch GAAP a legal reserve for investments in subsidiaries is applicable, PostNL performed an assessment concluding no earnings restrictions are present that would otherwise require a legal reserve for investments in subsidiaries.
\nThe overview below presents the impact of the change in accounting framework from IFRS-EU to Dutch GAAP for shareholders\u2019 equity in the corporate financial statements as per 1 January 2022 (transition date).
\n| \u00a0 | 1 January 2022 |
|---|---|
Previous GAAP | 3,151 |
Effect transition to Dutch GAAP | (2,725) |
Dutch GAAP | 426 |
As at 1 January 2022, shareholders\u2019 equity is \u20ac2,725 million lower compared to previous GAAP due to the effect from the measurement of the investments in subsidiaries. The company applied the equity method and used the same principles of valuation of assets and liabilities for the corporate financial statements as the consolidated financial statements.
\nThe following tables summarise the effect of the change in accounting framework on the corporate (comprehensive) income statement for the full year 2022 and the corporate balance sheet per 1 January 2022 and 31 December 2022.
\nYear ended at 31 December | 2022 Reported | Restatements | 2022 Restated |
|---|---|---|---|
Dividend income | 150 | (150) | 0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Impairment investments in subsidiaries | (1,465) | 1,465 | 0 |
Salaries, pensions and social security contributions | (1,430) | \u00a0 | (1,430) |
Other operating expenses | 0 | \u00a0 | 0 |
Total operating expenses | (2,895) | 1,465 | (1,430) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Operating income | (2,745) | 1,315 | (1,430) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Net financial expense | (9) | \u00a0 | (9) |
Share in result from subsidiaries | \u00a0 | 75 | 75 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Profit/(loss) before income taxes | (2,754) | 1,390 | (1,364) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Income taxes | 371 | \u00a0 | 371 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Profit/(loss) for the year attributable to shareholders | (2,383) | 1,390 | (993) |
Year ended at 31 December | 2022 Reported | Restatements | 2022 Restated |
|---|---|---|---|
Profit/(loss) for the year attributable to shareholders | (2,383) | 1,390 | (993) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Actuarial gains/(losses) pensions, net of tax | 491 | \u00a0 | 491 |
Pension asset ceiling/minimum funding requirement, net of tax | 585 | \u00a0 | 585 |
Share in other comprehensive income from subsidiaries | \u00a0 | (7) | (7) |
Other comprehensive income that will not be reclassified to the income statement | 1,076 | (7) | 1,069 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Share in other comprehensive income from subsidiaries | \u00a0 | 2 | 2 |
Other comprehensive income that may be reclassified to the income statement | 0 | 2 | 2 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total other comprehensive income for the year | 1,076 | (5) | 1,071 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total comprehensive income for the year | (1,307) | 1,385 | 78 |
At 31 December, before appropriation of profit | 1 January 2022 | Restatements | 1 January 2022 | 31 December 2022 | Restatements | 31 December 2022 |
|---|---|---|---|---|---|---|
Assets | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Investments in subsidiaries | 3,526 | (2,725) | 801 | 2,061 | (1,340) | 721 |
Total non-current assets | 3,526 | (2,725) | 801 | 2,061 | (1,340) | 721 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total current assets | 389 | 0 | 389 | 173 | 0 | 173 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total assets | 3,915 | (2,725) | 1,190 | 2,234 | (1,340) | 893 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Equity and liabilities | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Issued share capital | 41 | \u00a0 | 41 | 39 | \u00a0 | 39 |
Additional paid-in capital | 163 | \u00a0 | 163 | 163 | \u00a0 | 163 |
Legal reserves | \u00a0 | 19 | 19 | \u00a0 | 13 | 13 |
Revaluation reserve investments in subsidiaries | 2,502 | (2,502) | \u00a0 | 1,037 | (1,037) | 0 |
Other reserves | (188) | 20 | (167) | 2,711 | (1,444) | 1,267 |
Retained earnings | 632 | (263) | 370 | (2,433) | 1,127 | (1,306) |
Total shareholders' equity | 3,151 | (2,725) | 426 | 1,517 | (1,340) | 177 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total non-current liabilities | 762 | 0 | 762 | 699 | 0 | 699 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total current liabilities | 2 | 0 | 2 | 17 | 0 | 17 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total equity and liabilities | 3,915 | (2,725) | 1,190 | 2,234 | (1,340) | 893 |
PostNL\u2019s investment in subsidiaries in the corporate financial statements are accounted for according to the equity method with the principles for the recognition and measurement of assets and liabilities and determination of results as set out in the notes to the consolidated financial statements.
\nFor the principles of valuation of assets and liabilities and for the determination of results reference is made to the notes to the consolidated statement of financial position and consolidated statement of profit or loss.
\nThe share in the result of investments in subsidiaries consists of the share of the Company in the result of these investments in subsidiaries. Results on transactions involving the transfer of assets and liabilities between the Company and its investments in subsidiaries and mutually between investments in subsidiaries themselves, are eliminated to the extent that they can be considered as not realised.
\nThe Company makes use of the option to eliminate intragroup expected credit losses against the book value of loans and receivables from the Company to investments in subsidiaries, instead of elimination against the equity value of the investments in subsidiaries.
\nIn 2023, salaries, pensions and social security contributions amounted to \u20ac2 million (2022: \u20ac76 million, excluding the impact of the change in accounting classification of the main pension plan of \u20ac1,354 million). In accordance with IAS 19.41, and only effective up to 2022, the net defined benefit cost for the company\u2019s pension plans shall be recognised in the corporate financial statements. For PostNL, the contributions charged to other group companies were lower than the pension expense incurred, resulting in a negative amount of salaries, pensions and social security contributions over the year. For further information on defined benefit pension costs, see note 6.3.4 to the corporate financial statements. PostNL N.V. does not have any employees other than the Board of Management (2 FTE). For more information on the salary costs of the Board of Management, reference is made to note 5.1.
\nPostNL has financing relationships with both external banks and with PostNL companies, mainly with PostNL Finance B.V. As a result, PostNL records both external interest income and expenses from financial institutions and from PostNL Finance B.V.
\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
Interest expenses on long-term borrowings | 7 | 7 |
Interest on net defined benefit pension liabilities | 2 | 0 |
Other interest and similar expense | 1 | 0 |
Interest and similar expense | 9 | 7 |
| \u00a0 | \u00a0 | \u00a0 |
Other interest and similar income | (0) | (4) |
| \u00a0 | \u00a0 | \u00a0 |
Net financial expense/(income) | 9 | 3 |
Interest expenses on long-term borrowings relate to the outstanding eurobonds. Reference is made to note 4.1 to the consolidated financial statements.
\nThe movement in the investments in subsidiaries is as follows:
\n| \u00a0 | 2022 | 2023 |
|---|---|---|
Balance at 1 January | 801 | 721 |
Share in result from subsidiaries | 75 | 60 |
Dividend received | (150) | (114) |
Other | (6) | (4) |
Balance at 31 December | 721 | 662 |
As at 31 December 2023, accounts receivable from group companies amounted to \u20ac166 million (2022: \u20ac151 million) which mainly related to a receivable from PostNL Finance B.V. The fair value of the accounts receivable from and payable to group companies approximated the carrying value, due to the short-term nature. The allowance for expected credit losses has been assessed to be non-material.
\n| \u00a0 | Issued share capital | Additional paid-in capital | Currency translation reserve | Hedge | Financial assets at fair value OCI | Revaluation reserve investments in subsidiaries | Other | Retained earnings | Total shareholders' equity |
|---|---|---|---|---|---|---|---|---|---|
Balance at 31 December 2021 | 41 | 163 | \u00a0 | \u00a0 | \u00a0 | 2,502 | (188) | 632 | 3,151 |
Change in accounting framework | \u00a0 | \u00a0 | 1 | (2) | 20 | (2,502) | 20 | (263) | (2,725) |
Balance at 1 January 2022 | 41 | 163 | 1 | (2) | 20 | 0 | (167) | 370 | 426 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total comprehensive income | \u00a0 | \u00a0 | 0 | 2 | (8) | \u00a0 | 1,077 | (993) | 78 |
Appropriation of net income | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | 518 | (518) | 0 |
Final dividend previous year | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (114) | (114) |
Interim dividend current year | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (50) | (50) |
Share buyback | (2) | 0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (162) | \u00a0 | (164) |
Share-based compensation | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | 2 | \u00a0 | 2 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Balance at 31 December 2022 | 39 | 163 | 2 | 0 | 11 | 0 | 1,267 | (1,306) | 177 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total comprehensive income | \u00a0 | \u00a0 | 0 | (3) | (6) | \u00a0 | 0 | 55 | 47 |
Appropriation of net income | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (1,313) | 1,313 | 0 |
Final dividend previous year | 0 | (0) | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (7) | (7) |
Interim dividend current year | 0 | (0) | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (21) | (21) |
Share-based compensation | 0 | 2 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | 0 | \u00a0 | 2 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Balance at 31 December 2023 | 40 | 165 | 2 | (3) | 6 | 0 | (45) | 34 | 198 |
The currency translation reserve, hedge reserve and the reserve related to the financial assets at fair value through OCI are legal reserves. The total amount of these legal reserves is \u20ac5 million (2022: \u20ac13 million).
\nThe company is the sponsoring employer of the main Dutch pension plan, which is externally funded in a separate pension fund and cover the majority of PostNL\u2019s employees in the Netherlands.
\nAs main development in 2022, the amended pension plan, triggering a change in pension accounting from defined benefit to defined contribution as of 31 December 2022 and the recording of an accompanying pension settlement, had a significant financial impact on the corporate financial statements of 2022. Reference is made to note 3.5 to the consolidated financial statements.
\nIn accordance with IAS 19.41, and only effective up to 2022, PostNL recognises the net defined benefit cost in the corporate financial statements of the company. The relevant Group companies recognise the costs equal to the contributions payable for the period in their financial statements. In its corporate financial statements, PostNL recognises the contributions received from the relevant Group companies as a benefit that offsets the corporate defined benefit pension expense. As a result, the corporate financial statements of 2022 record a lower defined benefit pension expense of \u20ac1,430 million compared to the defined benefit pension expenses of \u20ac1,516 million as recorded in the consolidated financial statements of 2022.
\nThe following table reconciles the opening and closing balances of the present value of the defined benefit obligation and the fair value of plan assets, the funded status and the employer pension income for the sponsored pension plan of the company. In line with the disclosure note on pensions included in the consolidated financial statements, the table also shows the corporate settlement impact resulting from the change in pension accounting classification.
\n| \u00a0 | 2022 | 2023 |
|---|---|---|
Change in benefit obligation | \u00a0 | \u00a0 |
Benefit obligation at beginning of year | (10,126) | \u00a0 |
Service costs | (174) | \u00a0 |
Interest costs | (104) | \u00a0 |
Actuarial (losses)/gains | 2,645 | \u00a0 |
Benefits paid | 261 | \u00a0 |
Settlement benefit obligation | 7,498 | \u00a0 |
Benefit obligation at end of year | 0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
Change in plan assets | \u00a0 | \u00a0 |
Fair value of plan assets at beginning of year | 10,878 | \u00a0 |
Assumed return on plan assets | 111 | \u00a0 |
Contributions group companies | 107 | \u00a0 |
Employer contributions | (0) | \u00a0 |
Instalment unconditional funding obligation | 28 | \u00a0 |
Other costs | (8) | \u00a0 |
Actuarial (losses)/gains | (1,982) | \u00a0 |
Benefits paid | (261) | \u00a0 |
Settlement plan assets | (8,873) | \u00a0 |
Fair value of plan assets at end of year | 0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
Change in funded status | \u00a0 | \u00a0 |
Funded status at the beginning of year | 752 | \u00a0 |
Operating expenses (incl. contributions group companies) | (74) | \u00a0 |
Interest (expenses)/income | 7 | \u00a0 |
Employer contributions | (0) | \u00a0 |
Instalment unconditional funding obligation | 28 | \u00a0 |
Actuarial (losses)/gains | 663 | \u00a0 |
Settlement of benefit obligation and plan assets | (1,374) | \u00a0 |
Funded status at end of year | 0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
Components of employer pension expenses | \u00a0 | \u00a0 |
Service costs | (174) | \u00a0 |
Interest (expenses)/income | (2) | \u00a0 |
Other costs | (8) | \u00a0 |
Contributions group companies | 107 | \u00a0 |
Pension settlement costs within statement of profit or loss | (1,354) | \u00a0 |
Post-employment benefit income/(expenses) | (1,430) | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
Weighted average assumptions as at 31 December | \u00a0 | \u00a0 |
Discount rate | 3.4% | \u00a0 |
Rate of benefit increases | 1.7% | \u00a0 |
Life expectancy 65 year old men/women (in years) | 21.4 / 23.7 | \u00a0 |
As at 31 December 2023, the eurobonds amounted to \u20ac299 million non-current and \u20ac353 million current (2022: \u20ac697 million non-current). For the disclosure on the eurobonds, reference is made to notes 4.1 and 4.5 to the consolidated financial statements.
\nIn 2023, the non-cash changes in the total debt amounted to \u20ac1 million (2022: \u20ac1 million) and related to the amortisation of costs included in the eurobonds.
\nAt 31 December 2023, the company issued a declaration of joint and several liability for some of its group companies in compliance with article 403, book 2 of the Dutch Civil Code, or a specific time-bound letter of support. The following overview includes a list of all related group companies.
\n| \u00a0 | \u00a0 |
|---|---|
Cheap Cargo Belgium B.V. | PostNL Data Solutions B.V. |
DM Productions B.V. | PostNL E-commerce Services B.V. |
G3 Worldwide (Belgium) N.V. | PostNL Finance B.V. |
G3 Worldwide Mail (UK) Limited | PostNL Holding B.V. |
G3 Worldwide Mail N.V. | PostNL Pakketten Belgi\u00eb N.V. |
Koninklijke PostNL B.V. | PostNL Pakketten Benelux B.V. |
Logistics Solutions B.V. | PostNL Real Estate B.V. |
MyParcel Belgium B.V. | PostNL TGN B.V. |
PostNL Cargo Belgi\u00eb B.V. | PostNL Transport B.V. |
PostNL Cross Border Solutions B.V. | PostNL Transport Services B.V. |
PostNL Customer Excellence B.V. | PS Nachtdistributie B.V. |
The company forms a fiscal unity with a majority of its Dutch subsidiaries for corporate income tax and VAT purposes. A company and its subsidiaries that are part of these fiscal unities are jointly and severally liable for the tax payable by these fiscal unities.
\nIn addition to the declaration of joint and several liability in compliance with article 403, book 2 of the Dutch Civil Code, the company provided parental support relating to the following items:
Committed revolving credit facilities of \u20ac200 million
Bank guarantee facilities of \u20ac87 million
Ordinary business activities of the Group of \u20ac87 million
ISDA agreements
Payment guarantee for self-insurance of WGA (\u201cWerkhervatting Gedeeltelijk Arbeidsongeschikten\u201d) benefit payments as of 1 January 2021.
The list containing the information referred to in article 379 and article 414 of book 2 of the Dutch Civil Code is filed at the office of the Chamber of Commerce in The Hague.
\nIn accordance with our dividend policy, the condition for paying out dividend is a leverage ratio (adjusted net debt/EBITDA) not exceeding 2.0. This condition was met per year-end 2023 (leverage ratio: 1.7). The Board of Management has decided, with the approval of the Supervisory Board, subject to shareholders approval at the 2023 Annual General Meeting of Shareholders, to declare a dividend of \u20ac0.09 per ordinary share over 2023, of which \u20ac0.06 per ordinary share has been paid as an interim dividend. The dividend will be paid, at shareholder's election, either in ordinary PostNL shares or in cash.
\nThe Board of Management, with the approval of the Supervisory Board, has appropriated an amount of \u20ac19 million out of profit of \u20ac55 million to the reserves. Following this appropriation, there remains an amount of \u20ac36 million out of profit at the disposal of the General Meeting of Shareholders. Subject to the adoption of PostNL\u2019s financial statements by the General Meeting of Shareholders, and given a 2023 interim dividend of \u20ac0.06 has been paid, the proposed 2023 final dividend has been set at \u20ac0.03 per ordinary share of \u20ac0.08 nominal value, based on the outstanding number of 494,207,248 ordinary shares as per 31 December 2023. The final dividend of \u20ac0.03 will be paid, at shareholder\u2019s election, either in ordinary PostNL shares or in cash. The dividend in shares will be paid out of additional paid in capital as part of the distributable reserves, free of withholding tax in the Netherlands.
\nUpon approval of this proposal, corporate profit will be appropriated as follows, whereby the final dividend represents a cash dividend under the assumption of 100% cash election.
\n| \u00a0 | 2023 |
|---|---|
Result attributable to the shareholders | 55 |
| \u00a0 | \u00a0 |
Appropriation in accordance with the articles of association: | \u00a0 |
Reserves adopted by the Board of Management and approved by the Supervisory Board (article 31, paragraph 2) | (19) |
Dividend on ordinary shares | 36 |
| \u00a0 | \u00a0 |
(Interim) dividend paid in cash | (21) |
| \u00a0 | \u00a0 |
Final dividend | 15 |
The Hague, the Netherlands, 26 February 2024
\nHerna Verhagen (CEO)
Pim Berendsen (CFO)
Jan Nooitgedagt (Chairman)
Jeroen Hoencamp
Marike van Lier Lels
Nienke Meijer
Ad Melkert
Martin Plavec
Koos Timmermans
Hannie Vlug
PostNL N.V.
Waldorpstraat 3
2521 CA The Hague
The Netherlands
PostNL N.V. is a public limited liability company with its registered seat and head office in The Hague, the Netherlands. PostNL provides businesses and consumers in the Benelux with an extensive range of services for their mail and parcels needs. Through our international sales network Spring, we connect local businesses around the world to consumers globally. PostNL\u2019s services involve collecting, sorting, transporting and delivering letters and parcels for the company\u2019s customers within specific timeframes. The company also provides services in the area of data management, direct marketing and fulfilment.
\nThe consolidated financial statements include the financial statements of PostNL N.V. and its consolidated subsidiaries (hereafter referred to as \u2018PostNL\u2019, \u2018Group\u2019 or \u2018the company\u2019). The consolidated financial statements were authorised for issue by PostNL\u2019s Board of Management and Supervisory Board on 26 February 2024 and are subject to adoption at the Annual General Meeting of Shareholders on 16 April 2024.
\nIn 2023, geopolitical and macro-economic developments had a profound impact across society. High inflation affected consumer confidence and spending, resulting in volumes at Parcels growing at a lower-than-anticipated rate. Rising inflation also led to increased costs for PostNL, which could not be fully absorbed through regular price increases. These issues also affected our customers, partners and suppliers. Globally, supply chain issues led to delays in the availability of products, while rising energy and other costs made the transportation of goods more expensive.
\nManagement assessed the impact of the current developments on all material assets and liabilities. We performed a review for impairment triggers on goodwill and other intangibles, PP&E, right-of-use assets and financial fixed assets. We also analysed the trade accounts receivable position and customers' payment behaviour. Finally, we assessed the need to make adjustments to the fair value accounted financial assets and balance sheet positions related to our non-current assets held for sale. The assessment did not reveal any need for significant negative adjustments to the accounts mentioned in and per year-end 2023.
\nClimate change may impact PostNL\u2019s operations and valuation of its non-current assets. Management evaluated the potential impacts of climate-related physical risks. In relation to the financial statements, management concluded that these risks have no current impact on the valuation of the non-current assets.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralInformationAboutFinancialStatementsExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-0": { "value": "PostNL N.V.", "dimensions": { "concept": "ifrs-full:NameOfReportingEntityOrOtherMeansOfIdentification", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-2": { "value": "public limited liability company", "dimensions": { "concept": "ifrs-full:LegalFormOfEntity", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-3": { "value": "the Netherlands", "dimensions": { "concept": "ifrs-full:CountryOfIncorporation", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-5": { "value": "Benelux", "dimensions": { "concept": "ifrs-full:PrincipalPlaceOfBusiness", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-6": { "value": "PostNL\u2019s services involve collecting, sorting, transporting and delivering letters and parcels for the company\u2019s customers within specific timeframes. The company also provides services in the area of data management, direct marketing and fulfilment.", "dimensions": { "concept": "ifrs-full:DescriptionOfNatureOfEntitysOperationsAndPrincipalActivities", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-7": { "value": "PostNL N.V.", "dimensions": { "concept": "ifrs-full:NameOfParentEntity", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-400": { "value": "\nThe consolidated financial statements of PostNL:
Have been prepared in accordance with International Financial Reporting Standards (IFRS) as endorsed by the European Union (EU-IFRS) and with Section 2:362(9) of the Dutch Civil Code, and
Have been prepared under the historical cost convention, except for financial instruments.
The material accounting policies applied in the preparation of these consolidated financial statements are included at the relevant notes to the consolidated financial statements or, in case of more general policies, see note 5.4 Summary of all other accounting policies to the Consolidated financial statements for more information. These policies have been consistently applied to all the years presented, unless stated otherwise. All amounts included in the consolidated financial statements are presented in euros, unless stated otherwise. Note that the numbers presented in the financial statements and disclosures thereto may not sum precisely to the totals provided and percentages may not precisely reflect the absolute figures due to rounding.
\nThe financial statements of the company have been prepared on the basis of the going concern assumption.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-401": { "value": "\nThe consolidated financial statements of PostNL:
Have been prepared in accordance with International Financial Reporting Standards (IFRS) as endorsed by the European Union (EU-IFRS) and with Section 2:362(9) of the Dutch Civil Code, and
Have been prepared under the historical cost convention, except for financial instruments.
The material accounting policies applied in the preparation of these consolidated financial statements are included at the relevant notes to the consolidated financial statements or, in case of more general policies, see note 5.4 Summary of all other accounting policies to the Consolidated financial statements for more information. These policies have been consistently applied to all the years presented, unless stated otherwise. All amounts included in the consolidated financial statements are presented in euros, unless stated otherwise. Note that the numbers presented in the financial statements and disclosures thereto may not sum precisely to the totals provided and percentages may not precisely reflect the absolute figures due to rounding.
\nThe financial statements of the company have been prepared on the basis of the going concern assumption.
", "dimensions": { "concept": "ifrs-full:DisclosureOfMaterialAccountingPolicyInformationExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-403": { "value": "\nThe preparation of PostNL's consolidated financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. It also requires management to exercise its judgement in the process of applying PostNL\u2019s accounting policies.
\nEstimates, assumptions and judgements are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The resulting accounting positions will, by definition, seldom equal the related actual results. On a continuous basis, we evaluate our expectations with the actual results, and include the learnings going forward.
\nThe areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed below.
\nOther provisions mainly include expected costs related to jubilee, illness, long-term disability and termination employee benefit obligations and claims & indemnities. The provisions recorded reflect the present value of management's best estimate of the expenditure required to settle the obligation. Given the uncertain outcome, management must use a certain degree of judgement in this respect. This includes the thorough analysis and concluding view of our position and that of the third party. See note 3.6 Other provisions to the Consolidated financial statements for more information on the other provisions.
\nIn determining impairments of intangible assets including goodwill and software, tangible fixed assets and financial fixed assets, management must make significant judgements and estimates to determine whether the recoverable amount is less than the carrying value. The recoverable amount is the higher of the fair value less costs of disposal and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the asset-specific risks. Determining cash flows requires the use of judgements and estimates that have been included in PostNL\u2019s strategic plans and long-term forecasts. The data necessary for the execution of the impairment tests are based on management estimates of future cash flows, which make it necessary to estimate revenue growth rates and profit margins. See note 3.3 Intangible fixed assets to the Consolidated financial statements for more information on the impairment test of goodwill.
\nPostNL has to estimate the deferred revenues from stamps sold but not yet used by its customers. The company uses a seasonal model based on historical figures in order to account for the seasonal effects on sales from stamps (for example, stamp sales for Christmas greetings in November and December). Additionally, the company handles large quantities of international mail and parcel volumes to and from foreign postal operators. Although the net outstanding accrual positions reflect our best estimate, given the assumptions involved, final settlements might deviate from the outstanding positions. See note 3.1 Working capital to the Consolidated financial statements for details on the current positions.
\nThe company is subject to income taxes in a number of jurisdictions. Significant judgement is required in determining the provision and liability for income taxes. PostNL recognises liabilities for potential tax issues based on estimates of whether additional taxes will be due, based on its best interpretation of the relevant tax laws and rules. PostNL recognises deferred tax assets to the extent that it is probable that future taxable profits will allow the deferred tax asset to be recovered. This is based on estimates of taxable income by jurisdiction in which the company operates and the period over which deferred tax assets are recoverable. See notes 2.4.2 Income taxes and 3.8 Deferred income tax assets and liabilities to the Consolidated financial statements for more information on income taxes and deferred tax assets.
\nLegal proceedings covering a range of matters are pending against the company in various jurisdictions. The cases and claims often raise difficult and complex factual and legal issues that are subject to many uncertainties and complexities, including but not limited to the facts and circumstances of each particular case and claim, the jurisdiction and the differences in applicable law. PostNL consults with legal counsel and certain other experts on matters related to litigation. PostNL recognises a liability when it is determined that an adverse outcome is probable and the amount of the loss can be reasonably estimated. See note 3.10 Commitments and contingencies to the Consolidated financial statements for more information on commitments and contingencies.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-404": { "value": "\nThe following provides a brief description of recently issued International Financial Reporting Standards, amendments and/or interpretations, that could have a material impact on our financial statements.
\nPostNL adopted International Tax Reform - Pillar Two Model Rules (Amendments to IAS 12) upon their release on 23 May 2023. The amendments provide a temporary mandatory exception from deferred tax accounting for the top-up tax, which is effective immediately, and require new disclosures about the Pillar Two exposure, see note 2.4.2 Income taxes.
\nThe mandatory exception applies retrospectively. However, because no new legislation to implement the top-up tax was enacted or substantively enacted at 31 December 2022 in any jurisdiction in which PostNL operates and no related deferred tax regarding Pillar Two positions was recognised at that date, the retrospective application has no impact on PostNL's consolidated financial statements.
\nThere are no other IFRS standards, amended standards or IFRIC interpretations taking effect for the first time for the financial year beginning 1 January 2023 that would be expected to have a material impact on the 2023 accounts of the Group.
The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the financial statements have been reviewed by the Group. The Group intends to adopt these new and amended standards and interpretations, if applicable, when they become effective. It is not expected that the Group\u2019s consolidated financial statements will be significantly impacted.
PostNL's revenue from contracts with customers consist of the provision of postal and logistics services. Revenue from contracts with customers is recognised when the goods are transferred or the services are rendered to the customer at an amount that reflects the consideration to which PostNL expects to be entitled in exchange for those goods or services. Revenue is the gross inflow of economic benefits during the current year that arise from ordinary activities and result in an increase in equity, other than increases relating to contributions from equity participants.
\nIf the consideration in a contract includes a variable amount, PostNL estimates the amount of consideration to which it will be entitled in exchange for transferring the goods or rendering the services to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved. PostNL provides volume discounts to certain customers once the quantity of goods transferred or services rendered during the period exceeds a threshold specified in the contract. Discounts are offset against amounts invoiced to the customer. To estimate the variable consideration for the expected future discounts, PostNL applies the expected value method. The variable consideration can be reasonably accurately determined from achieved volumes and contract agreements.
\nA contract liability is the obligation to transfer goods or render services to a customer for which PostNL has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before PostNL transfers goods or renders services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when PostNL performs under the contract and relate to amongst others deferred revenue from unused stamps, deferred revenue from franking machines and the rental of mailboxes. See note 3.1.3 Contract liabilities to the Consolidated financial statements for more information.
\nRevenue from contracts with customers represent revenue from the transfer of goods and rendering of services to third parties less discounts, credit notes and taxes levied on sales. Accumulated experience is used to estimate and provide for the discounts.
\nOther operating revenue relates to the sale of goods and rendering of services not related to PostNL\u2019s ordinary postal and logistics services and mainly include rental income of temporarily leased-out property and custom clearance income.
The company\u2019s business involves the logistical service of delivering mail, parcels and other consignments. Nearly all of the company\u2019s revenues are represented by a single performance obligation being \u2018logistic services\u2019. Revenue is being recognised at a point in time when the goods are transferred or services are rendered to the customer, generally on delivery of the mail, parcels or other consignments. Other performance obligations within the company\u2019s business comprise the rental of post-boxes (revenue recognition over time) and stamp collection services (revenue recognition at a point in time).
\nThe following table presents PostNL's revenue from contracts with customers relating to the reported operating segments. See note 2.7 Segment information to the Consolidated financial statements for the segment information of the other revenue and eliminations.
\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
Parcels | 2,160 | 2,256 |
Mail in the Netherlands | 1,488 | 1,366 |
PostNL Other | 214 | 245 |
Eliminations | (731) | (713) |
Total | 3,132 | 3,153 |
Revenue growth within Parcels was partly offset by decreased revenue within Mail in the Netherlands, mainly resulting from the continued volume decline in addressed mail. In 2023, revenue from contracts with customers includes intercompany sales of \u20ac282 million for Parcels (2022: \u20ac242 million), \u20ac192 million for Mail in the Netherlands (2022: \u20ac277 million) and \u20ac240 million for PostNL Other (2022: \u20ac212 million).
\nThe following table presents the geographical segmentation of revenue from contracts with customers. The basis of allocation of revenue by geographical area is the country or region in which the entity recording the sales is located. The increase in revenue from the rest of the world was mainly due to volume growth from Asia.
\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
The Netherlands | 2,736 | 2,691 |
Rest of Europe | 264 | 266 |
Europe | 3,000 | 2,957 |
Rest of the World | 132 | 196 |
Total | 3,132 | 3,153 |
PostNL's revenue from contracts with customers consist of the provision of postal and logistics services. Revenue from contracts with customers is recognised when the goods are transferred or the services are rendered to the customer at an amount that reflects the consideration to which PostNL expects to be entitled in exchange for those goods or services. Revenue is the gross inflow of economic benefits during the current year that arise from ordinary activities and result in an increase in equity, other than increases relating to contributions from equity participants.
\nIf the consideration in a contract includes a variable amount, PostNL estimates the amount of consideration to which it will be entitled in exchange for transferring the goods or rendering the services to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved. PostNL provides volume discounts to certain customers once the quantity of goods transferred or services rendered during the period exceeds a threshold specified in the contract. Discounts are offset against amounts invoiced to the customer. To estimate the variable consideration for the expected future discounts, PostNL applies the expected value method. The variable consideration can be reasonably accurately determined from achieved volumes and contract agreements.
\nA contract liability is the obligation to transfer goods or render services to a customer for which PostNL has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before PostNL transfers goods or renders services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when PostNL performs under the contract and relate to amongst others deferred revenue from unused stamps, deferred revenue from franking machines and the rental of mailboxes. See note 3.1.3 Contract liabilities to the Consolidated financial statements for more information.
\nRevenue from contracts with customers represent revenue from the transfer of goods and rendering of services to third parties less discounts, credit notes and taxes levied on sales. Accumulated experience is used to estimate and provide for the discounts.
\nOther operating revenue relates to the sale of goods and rendering of services not related to PostNL\u2019s ordinary postal and logistics services and mainly include rental income of temporarily leased-out property and custom clearance income.
Other income mainly relates to the profit or loss from the sale of group companies, the sale of assets held for sale and the sale or sale-and-leaseback of property, plant and equipment. Other income is recognised when the significant risks and rewards (economical ownership) are transferred, which will be the moment of the actual transfer of the property from PostNL to the buyer or when the contract is signed and all conditions for recognition are met.
In 2023, other income of \u20ac9 million (2022: \u20ac7 million) relates for \u20ac6 million (2022: \u20ac5 million) to the sale of real estate in the Netherlands.
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherOperatingIncomeExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-409": { "value": "\nOperating expenses related to ordinary activities are recognised on an accrual basis. In case it is not possible to directly relate the operating expenses to a particular income earned or expected future income, these expenses are recognised in the period incurred.
\nLease expenses relate to short-term leases and leases of which the underlying assets are of low value. Payments made (net of any incentives received from the lessor) are charged to the income statement as incurred during the period of the lease.
Year ended at 31 December | 2022 | 2023 |
|---|---|---|
Parcels | 983 | 1,066 |
Mail in the Netherlands | 333 | 281 |
PostNL Other | 71 | 61 |
Work contracted out | 1,388 | 1,408 |
Rent & lease expenses | 12 | 13 |
External temporary staff | 170 | 171 |
Total | 1,570 | 1,592 |
Costs of work contracted out and other external expenses increased by \u20ac22 million in 2023 mainly due to cost increases caused by inflation and service expansion within Parcels.
\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
Salaries | 867 | 890 |
Social security charges | 129 | 135 |
Salaries and social security charges | 997 | 1,024 |
| \u00a0 | \u00a0 | \u00a0 |
Defined benefit plans | 160 | 0 |
Defined contribution plans | 12 | 92 |
Regular pension charges | 172 | 92 |
Impact change in accounting classification of main pension plan | 1,354 | \u00a0 |
Total pension charges | 1,526 | 92 |
| \u00a0 | \u00a0 | \u00a0 |
Net additions/(releases) from restructuring provisions | (1) | 5 |
Share-based payments | 2 | 2 |
Gross salaries, pensions and social security contributions | 2,523 | 1,125 |
| \u00a0 | \u00a0 | \u00a0 |
Capitalised salaries, pensions and social security contributions | (19) | (24) |
| \u00a0 | \u00a0 | \u00a0 |
Total | 2,504 | 1,100 |
In 2023, pension charges decreased by \u20ac1,434 million, mainly resulting from the expenses related to the change in accounting classification of our main pension plan in 2022. See note 3.5 Provisions for pension liabilities for more information on pensions, note 3.6 Other provisions for the net additions from restructuring provisions and note 3.3 Intangible fixed assets for the capitalised salary costs, pensions and social security contributions related to IT investments.
\n1 | 2022 | 2023 |
|---|---|---|
Headcount | \u00a0 | \u00a0 |
Parcels | 8,300 | 8,786 |
Mail in the Netherlands | 25,725 | 23,091 |
PostNL Other | 1,622 | 1,611 |
Total at year end | 35,647 | 33,488 |
| \u00a0 | \u00a0 | \u00a0 |
Full-time equivalents (FTEs) | \u00a0 | \u00a0 |
Parcels | 7,146 | 7,555 |
Mail in the Netherlands | 13,055 | 11,706 |
PostNL Other | 1,514 | 1,590 |
Total year average | 21,715 | 20,851 |
External temporary staff year average | 2,647 | 2,623 |
The total headcount of PostNL decreased by 2,159 employees. The decrease within Mail in the Netherlands mainly relates to the impact of volume decline and cost savings initiatives. In addition, staffing at Mail in the Netherlands was affected by an ongoing tight labor market. The increase in the number of employees at Parcels was due to greater use of own employees instead of delivery partners. In addition, around 350 retail and customer care employees were transferred from Mail in the Netherlands to Parcels. The workforce is also measured in FTEs based on the hours worked divided by the local standard. In 2023, the average number of FTEs decreased by 864 FTEs compared to 2022. The average number of employees working in the Netherlands was 19,913 FTEs (2022: 20,772) and outside the Netherlands was 938 FTEs (2022: 943).
\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
Amortisation of intangible assets | 44 | 55 |
Impairment of intangible assets | \u00a0 | 1 |
Depreciation property, plant and equipment | 46 | 49 |
Depreciation right-of-use assets | 66 | 72 |
Total | 156 | 177 |
In 2023, amortisation of intangible assets related to software for \u20ac52 million (2022: \u20ac41 million) and other intangibles for \u20ac4 million (2022: \u20ac3 million). The increase in amortisation of software relates to increased investments in IT projects.
\nThe other operating expenses of \u20ac130 million (2022: \u20ac128 million) consist of IT, communication, office, travel, consulting and training expenses and other shared services costs.
\nIn 2023, total incurred KPMG audit fees amounted to \u20ac2.2 million (2022: \u20ac2.1 million).
\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
Audit fees | 1.6 | 1.5 |
Audit-related fees | 0.5 | 0.7 |
Tax advisory fees | 0.0 | 0.0 |
Other non-audit services | 0.0 | 0.0 |
Total | 2.1 | 2.2 |
Audit fees include fees from the audit of the financial statements. Audit-related services include fees from assurance engagements related to the non-financial information, regulatory reporting obligations, employee benefit plan data, Green Bond report and legal demergers.
\nIn accordance with Dutch legislation, article 2:382a of the Dutch Civil Code, the total audit and audit-related fees charged by the auditor KPMG based in the Netherlands amounted to \u20ac2.1 million (2022: \u20ac2.0 million), subdivided into audit services of \u20ac1.4 million and audit-related services of \u20ac0.7 million.
", "dimensions": { "concept": "ifrs-full:DisclosureOfExpensesByNatureExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-410": { "value": "\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
Amortisation of intangible assets | 44 | 55 |
Impairment of intangible assets | \u00a0 | 1 |
Depreciation property, plant and equipment | 46 | 49 |
Depreciation right-of-use assets | 66 | 72 |
Total | 156 | 177 |
In 2023, amortisation of intangible assets related to software for \u20ac52 million (2022: \u20ac41 million) and other intangibles for \u20ac4 million (2022: \u20ac3 million). The increase in amortisation of software relates to increased investments in IT projects.
", "dimensions": { "concept": "ifrs-full:DisclosureOfDepreciationAndAmortisationExpenseExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-411": { "value": "\nThe other operating expenses of \u20ac130 million (2022: \u20ac128 million) consist of IT, communication, office, travel, consulting and training expenses and other shared services costs.
\nIn 2023, total incurred KPMG audit fees amounted to \u20ac2.2 million (2022: \u20ac2.1 million).
\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
Audit fees | 1.6 | 1.5 |
Audit-related fees | 0.5 | 0.7 |
Tax advisory fees | 0.0 | 0.0 |
Other non-audit services | 0.0 | 0.0 |
Total | 2.1 | 2.2 |
Audit fees include fees from the audit of the financial statements. Audit-related services include fees from assurance engagements related to the non-financial information, regulatory reporting obligations, employee benefit plan data, Green Bond report and legal demergers.
\nIn accordance with Dutch legislation, article 2:382a of the Dutch Civil Code, the total audit and audit-related fees charged by the auditor KPMG based in the Netherlands amounted to \u20ac2.1 million (2022: \u20ac2.0 million), subdivided into audit services of \u20ac1.4 million and audit-related services of \u20ac0.7 million.
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherOperatingExpenseExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-412": { "value": "\nInterest income and expense are recognised on a time-proportionate basis using the effective interest method. All borrowing costs are recognised in profit or loss using the effective interest method, except to the extent that they can be capitalised as cost of a qualifying asset.
Year ended at 31 December | 2022 | 2023 |
|---|---|---|
Interest expenses on long-term borrowings | 7 | 9 |
Interest on net defined benefit pension liabilities | 2 | 0 |
Interest on leases | 9 | 9 |
Other | 5 | 4 |
Interest and similar expense | 22 | 22 |
| \u00a0 | \u00a0 | \u00a0 |
Other interest and similar income | (3) | (20) |
| \u00a0 | \u00a0 | \u00a0 |
Net financial expense/(income) | 19 | 2 |
The increase of other interest and similar income of \u20ac17 million mainly relates to higher interest on cash and cash equivalents.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExpenseExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-413": { "value": "\nInterest income and expense are recognised on a time-proportionate basis using the effective interest method. All borrowing costs are recognised in profit or loss using the effective interest method, except to the extent that they can be capitalised as cost of a qualifying asset.
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised directly in other comprehensive income. The amount of income tax included in the income statement is determined in accordance with tax rules and legislation, based on which income taxes are payable or recoverable.
Year ended at 31 December | 2022 | Change in pension accounting classification | 2022 excl. change in pension accounting classification | 2023 |
|---|---|---|---|---|
Current tax expense | 36 | \u00a0 | 36 | 20 |
Changes in deferred taxes | (366) | (350) | (16) | 4 |
Total income tax expense | (330) | (350) | 21 | 24 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Income taxes paid | (1) | \u00a0 | (1) | 35 |
The difference between the total income taxes in the income statement and the current tax expense is due to temporary differences. These differences are recognised as deferred tax assets or deferred tax liabilities, except for the tax effect on the change in pension accounting classification. See note 3.8 Deferred income tax assets and liabilities to the Consolidated financial statements for more information.
\nIn 2023, the income taxes paid relates mainly to income taxes paid in the Netherlands and Belgium. The 2023 difference between the total income tax expense (\u20ac24 million) and the income taxes paid (\u20ac35 million) can mainly be explained by the 2023 movements of the net income tax payable position (\u20ac15 million) and partly offset by changes in deferred taxes (\u20ac4 million).
\nYear ended at 31 December | 2022 | Change in pension accounting classification | 2022 excl. change in pension accounting classification | 2023 |
|---|---|---|---|---|
Dutch statutory income tax rate | 25.8 | \u00a0 | 25.8 | 25.8 |
Adjustment regarding statutory income tax rates other countries | 0.0 | (0.3) | 0.3 | (0.2) |
Weighted average statutory tax rate | 25.8 | (0.3) | 26.1 | 25.6 |
Tax effects of: | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Non and partly deductible costs | (0.2) | (5.2) | 5.0 | 3.9 |
Exempt income | 0.0 | (0.6) | 0.6 | 0.3 |
Other | (0.5) | (13.3) | 12.8 | 0.8 |
Effective income tax rate | 25.1 | (19.4) | 44.5 | 30.6 |
The effective income tax rate is 30.6%. This effective income tax rate, being higher compared to the Dutch statutory tax rate (25.8%), can mainly be explained as follows:
\nThe line \u2018Non and partly deductible costs\u2019 mainly relates to the so-called mixed expenses (e.g. meals, entertainment), claim-related costs and the non-deductible treatment of our share-based payments. The line \u2018Exempt income\u2019 relates to the non-taxable treatment of our (negative) results from (former) participations. The line \u2018Other\u2019 consists in 2023 mainly of the impact of the derecognition of previously recognised tax losses in various countries (2.5%), updates of our prior year tax positions in the Netherlands (-0.4%) and several smaller effects (-1.3%).
\nOn 19 December 2023, the government of the Netherlands enacted the Pillar Two income taxes legislation effective from 1 January 2024. PostNL NV is the ultimate parent company (UPE in Pillar Two terms) and has been incorporated in the Netherlands. Under the new Pillar Two legislation, the UPE will be responsible for the payment of top-up tax on profits of group entities that are taxed at an effective tax rate of less than 15% according to the Pillar Two legislation. For 2023 there is no Pillar Two impact for the PostNL group, since the enacted legislation in the Netherlands is only effective as from 2024. The main jurisdiction in which material Pillar Two exposures may arise as from 2024, is the Netherlands based on an analysis of the 2023 figures in terms of results.\u00a0
\nIf the Pillar Two legislation had already applied in 2023, there would have been no impact for the PostNL group based on an analysis of the Country-by-Country\u00a0Reporting (CbCR) data of 2022 and 2023. Based on this analysis, the PostNL group would have been able to make use of the transitional CbCR-safe harbour\u00a0tests of the Pillar Two legislation. This information is based on the profits and tax expense determined as part of the preparation of the group\u2019s consolidated financial statements and CbCR\u00a0reports of 2022 of 2023. For 2024 the PostNL group will continue to monitor the impact of the Pillar Two legislation.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-415": { "value": "\nThe tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised directly in other comprehensive income. The amount of income tax included in the income statement is determined in accordance with tax rules and legislation, based on which income taxes are payable or recoverable.
A disposal group qualifies as discontinued operation if it is a component of an entity that either has been disposed of, or is classified as held for sale, and:
\u2022 Represents a separate major line of business or geographical area of operations
\u2022 Is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations, or
\u2022 Is a subsidiary acquired exclusively with a view to resale.
Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the income statement.
The following table presents the financial performance for the discontinued operations in the years 2022 and 2023.
\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
Revenues | \u00a0 | \u00a0 |
Expenses | (15) | 2 |
Operating income | (15) | 2 |
| \u00a0 | \u00a0 | \u00a0 |
Income taxes | 3 | (1) |
Profit/(loss) after taxes | (11) | 1 |
| \u00a0 | \u00a0 | \u00a0 |
Profit/(loss) from discontinued operations | (11) | 1 |
In 2022, the net result of \u20ac(11) million mainly reflected the financial impact related to a settlement reached between PostNL and the Italian tax authorities relating to a VAT dispute of a divested entity previously classified as discontinued operations. The financial impact includes a payment due to the Italian tax authorities of \u20ac30 million partially offset by management\u2019s best estimate of the collectability of the related imputed VAT receivables from former customers of \u20ac16 million and a positive income tax effect of \u20ac3 million. In 2023, the amount due to the Italian tax authorities of \u20ac30 million has been fully paid. At 31 December 2023, \u20ac17 million has been received from former customers, with an outstanding receivable position of \u20ac1 million reflecting management's reassessed best estimate. The VAT receivables from former customers are included in 'Prepayments and accrued income' in the consolidated statement of financial position. Cash flow from discontinued operations of \u20ac(16) million (2022: \u20ac(1) million) is considered as operational cashflow.
\nNon-current assets (or disposal groups) are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. They are stated at the lower of the carrying amount and fair value less costs to sell. Assets held for sale are no longer amortised or depreciated from the date they are classified as such. Accounting for assets classified as held for sale requires the use of assumptions and estimates. In line with IFRS 5, management assessed compliance with these statements and the assumptions used in the fair value calculations as well as the estimated costs to sell.
\nFor the accounting policy concerning impairments, reference is made to note 5.4.
As at 31 December 2023, assets classified as held for sale amounted to \u20ac1 million (2022: \u20ac6 million) and related to buildings held for sale in the Netherlands.
\nProperty, plant and equipment included in assets held for sale relate to buildings in the Netherlands. The book profit from the sale of buildings is included in other income in the consolidated statement of profit or loss. The following table presents the movements of the balance sheet positions during 2023 and 2022.
\n| \u00a0 | 2022 | 2023 |
|---|---|---|
Balance at 1 January | 11 | 6 |
Disposals | (6) | (3) |
Transfers to property, plant and equipment | 1 | (1) |
Balance at 31 December | 6 | 1 |
A disposal group qualifies as discontinued operation if it is a component of an entity that either has been disposed of, or is classified as held for sale, and:
\u2022 Represents a separate major line of business or geographical area of operations
\u2022 Is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations, or
\u2022 Is a subsidiary acquired exclusively with a view to resale.
Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the income statement.
PostNL presents (diluted) earnings per share (EPS) for its ordinary shares. EPS is calculated by dividing the profit or loss attributable to the equity holders of the parent by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is calculated by dividing the profit or loss attributable to the equity holders of the parent by the weighted average number of ordinary shares outstanding, including the effects for dilution of ordinary shares following the obligations to employees under existing share plans.
The following table summarises the outstanding shares for PostNL\u2019s calculation related to earnings per share.
\nYear averages and numbers at 31 December | 2022 | 2023 |
|---|---|---|
Number of issued and outstanding ordinary shares | 487,530,628 | 494,207,248 |
Shares held by the company to cover share plans | 0 | 0 |
| \u00a0 | \u00a0 | \u00a0 |
Average number of ordinary shares per year | 492,519,772 | 490,686,943 |
Diluted number of ordinary shares per year | 1,122,612 | 1,097,685 |
Average number of ordinary shares per year on a fully diluted basis | 493,642,384 | 491,784,628 |
At 31 December 2023, PostNL had potential obligations under share plans to deliver 1,097,685 shares (2022: 1,122,612 shares), calculated based on the share price of \u20ac1.413 as at 31 December 2023 (31 December 2022: \u20ac1.7005).
", "dimensions": { "concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-419": { "value": "\nPostNL presents (diluted) earnings per share (EPS) for its ordinary shares. EPS is calculated by dividing the profit or loss attributable to the equity holders of the parent by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is calculated by dividing the profit or loss attributable to the equity holders of the parent by the weighted average number of ordinary shares outstanding, including the effects for dilution of ordinary shares following the obligations to employees under existing share plans.
The consolidated statement of cash flows is prepared in accordance with IAS 7 using the indirect method. Cash flows in foreign currencies are translated at average exchange rates. Receipts and payments with respect to taxation on profits and interest payments are included in the cash flow from operating activities. Interest receipts and the cost of acquisition of subsidiaries, associates and investments, insofar as it was paid for in cash, are included in cash flows from investing activities. Acquisitions of subsidiaries are presented net of cash balances acquired. Cash flows from derivatives are recognised in the statement of cash flows in the same category as those of the hedged item.
In 2023, net cash from operating activities of \u20ac222 million (2022: \u20ac240 million) resulted from \u20ac277 million of cash generated from operations (2022: \u20ac259 million) reduced by \u20ac35 million income tax paid (2022: \u20ac1 million income tax received) and \u20ac20 million interest paid (2022: \u20ac20 million).
\nThe increase in cash generated from operations of \u20ac18 million is explained by \u20ac37 million higher profit before income tax adjusted for non-cash items and investment income, a higher change in working capital of \u20ac10 million and a higher change in other provisions of \u20ac17 million, partly offset by a lower change in pension liabilities of \u20ac47 million.
\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
Total profit before tax adjusted for non cash items and investment income1 | 218 | 255 |
| \u00a0 | \u00a0 | \u00a0 |
Pension expense defined benefit plans | 160 | 0 |
Cash contributions defined benefit plans | (85) | (0) |
Payment unconditional funding obligation | (28) | \u00a0 |
Change in pension liabilities | 47 | 0 |
| \u00a0 | \u00a0 | \u00a0 |
Additions to/releases from provisions | 10 | 24 |
Withdrawals | (12) | (9) |
Change in other provisions | (3) | 14 |
| \u00a0 | \u00a0 | \u00a0 |
Changes in working capital | (3) | 7 |
| \u00a0 | \u00a0 | \u00a0 |
Total cash generated from operations | 259 | 277 |
For the changes in provisions, reference is made to note 3.5 Provisions for pension liabilities and to note 3.6 Other provisions. The lower investments in working capital mainly related to lower trade receivables within Parcels and Mail in the Netherlands, partly offset by a decrease in accruals for terminal dues.
\nThe interest paid is explained as follows:
\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
Interest on long-term borrowings | 6 | 8 |
Interest on leases | 9 | 9 |
Bank charges and other | 5 | 3 |
Total | 20 | 20 |
The income taxes paid of \u20ac35 million (2022: \u20ac1 million income taxes received) mainly relates to income taxes paid in the Netherlands and Belgium related to prior years.
\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
Capital expenditure on intangible assets and property, plant and equipment | (138) | (126) |
Proceeds from sale of property, plant and equipment | 12 | 1 |
Interest received | 3 | 23 |
Changes in other loans receivable | 3 | 2 |
Other | (2) | (2) |
Net cash (used in)/from investing activities | (122) | (102) |
In 2023, capital expenditures on intangible assets of \u20ac74 million (2022: \u20ac80 million) mostly related to software, including prepayments for software. The capital expenditures on property, plant and equipment amounting to \u20ac52 million (2022: \u20ac58 million) mainly related to new sorting and delivery centres within Parcels and to various other equipment. Capital expenditures are funded primarily by cash generated from operations and are part of strict cash control and review.
\nIn 2023, proceeds from the sale of property, plant and equipment amounted to \u20ac1 million (2022: \u20ac12 million) and mainly related to the sale of real estate in the Netherlands.
\nIn 2023, interest received increased by \u20ac20 million due to higher interest on cash and cash equivalents and the settlement of interest rate swaps (\u20ac4 million).
\nIn 2023, changes in other loans receivable mainly related to proceeds from a lessor loan relating to the lease of a sorting machine by Bol.com.
\nIn 2023, an amount of \u20ac(1) million is included for the acquisition of 2.6% of the shares of Machool Technologies Inc., a financial asset at fair value through OCI (2022: \u20ac(2) million for the acquisition of 50% of the shares of De Innovatie Studio, a joint venture and 5.3% of the shares in a shopping services app, an associated company.
\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
Dividends paid | (165) | (29) |
Share buyback | (164) | \u00a0 |
Changes related to non-controlling interests | (1) | (0) |
Net cash from debt financing activities | (4) | (32) |
Repayments of leases/incentives | (74) | (81) |
Net cash (used in)/from financing activities | (408) | (142) |
In 2023, net cash from financing activities of \u20ac(142) million (2022: \u20ac(408) million) mainly related to the final 2022 and interim 2023 cash dividend paid of \u20ac29 million (2022: \u20ac165 million related to the final 2021 and interim 2022 cash dividend), the buyback of a eurobond loan of \u20ac47 million and the repayments of leases of \u20ac81 million (2022: \u20ac74 million). In 2022, an amount of \u20ac164 million was included related to the repurchase of shares. The net cash from debt financing activities includes an amount of \u20ac18 million for new (legal) lease loans relating to two Parcels' sorting centres and sorting machines and \u20ac4 million of repayments of these loans (2022: repayments of \u20ac4 million). Refer to note 3.4 for further information on leases. Reference is also made to note 4.1 Net debt and note 4.5 Financial instruments.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCashFlowStatementExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-421": { "value": "\nThe consolidated statement of cash flows is prepared in accordance with IAS 7 using the indirect method. Cash flows in foreign currencies are translated at average exchange rates. Receipts and payments with respect to taxation on profits and interest payments are included in the cash flow from operating activities. Interest receipts and the cost of acquisition of subsidiaries, associates and investments, insofar as it was paid for in cash, are included in cash flows from investing activities. Acquisitions of subsidiaries are presented net of cash balances acquired. Cash flows from derivatives are recognised in the statement of cash flows in the same category as those of the hedged item.
The increase of total equity from \u20ac179 million on 31 December 2022 to \u20ac200 million on 31 December 2023 is mainly explained by net profit for the year of \u20ac56 million, partly offset by the payments of cash dividends of \u20ac29 million in total and other comprehensive income of \u20ac(8) million. Other comprehensive income mainly consisted of losses on cash flow hedges of \u20ac3 million and decreases in value of financial assets at fair value through OCI of \u20ac6 million mainly related to the investment in Whistl.
\nAs at 31 December 2023, issued share capital amounted to \u20ac40 million (2022: \u20ac39 million) and additional paid-in capital amounted to \u20ac165 million (2022: \u20ac163 million). For details on Issued share capital and Additional paid-in capital, reference is made to note 4.6.
\nThe following table presents the reserves included in the other reserves.
\n| \u00a0 | Currency translation reserve | Hedge reserve | Financial assets at fair value OCI | Other reserves | Total other reserves |
|---|---|---|---|---|---|
Balance at 1 January 2022 | 1 | (2) | 20 | (167) | (148) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total comprehensive income | 0 | 2 | (8) | 1,077 | 1,071 |
Appropriation of net income | \u00a0 | \u00a0 | \u00a0 | 518 | 518 |
Share buyback | \u00a0 | \u00a0 | \u00a0 | (162) | (162) |
Share-based compensation | \u00a0 | \u00a0 | \u00a0 | 2 | 2 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Balance at 31 December 2022 | 2 | 0 | 11 | 1,267 | 1,281 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total comprehensive income | 0 | (3) | (6) | 0 | (8) |
Appropriation of net income | \u00a0 | \u00a0 | \u00a0 | (1,313) | (1,313) |
Share-based compensation | \u00a0 | \u00a0 | \u00a0 | 0 | 0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Balance at 31 December 2023 | 2 | (3) | 6 | (45) | (40) |
As at 31 December 2023, the translation reserve amounted to \u20ac2 million (2022: \u20ac2 million), mainly reflecting the movement in exchange rate differences on converting subsidiaries of Spring within Parcels into euros.
\nAs at 31 December 2023, the hedge reserve amounted to \u20ac(3) million (2022: \u20ac0 million). The tax impact on the cash flow hedges included in the hedge reserve as at 31 December 2023 is \u20ac1 million (2022: \u20ac0 million). For more information, see note 4.5 to the consolidated financial statements.
\nAs at 31 December 2023, the reserve related to the financial assets at fair value through OCI amounted to \u20ac6 million (2022: \u20ac11 million). The decrease in 2023 of \u20ac6 million mainly related to the decrease in value of the investment in Whistl (2022: decrease of \u20ac8 million mainly related to Whistl). For more information, see note 4.2 to the consolidated financial statements.
\nAs at 31 December 2023, the other reserves amounted to \u20ac(45) million (2022: \u20ac1,267 million). In 2023, the other reserves decreased by \u20ac1,313 million mainly resulting from the appropriation of net income from 2022 of \u20ac(1,313) million.
\nAs at 31 December 2023, retained earnings amounted to \u20ac34 million (2022: \u20ac(1,306) million). In 2023, retained earnings increased by \u20ac1,340 million due to the total profit for the year attributable to the shareholders of the parent of \u20ac55 million in 2023, the appropriation of net income from 2022 of \u20ac1,313 million, partly offset by the payment of cash dividends of \u20ac29 million.
\nThe Board of Management has proposed to make an amount of \u20ac36 million out of profit for the year 2023 available for distribution of dividend. Refer to note 6.4 for more details of this proposal.
", "dimensions": { "concept": "ifrs-full:DisclosureOfReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-423": { "value": "\nPostNL reports two operating segments: Parcels and Mail in the Netherlands and one other segment: PostNL Other. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-makers. These chief operating decision-makers, who are responsible for allocating resources and assessing the performance of the operating segments, have been identified as the Board of Management of PostNL that makes strategic decisions. Transfer prices between operating segments are on an arm's length basis and intercompany sales relate to similar activities as revenue. PostNL Other represents head office entities.
The following table presents the reconciliation of the 2023 segment information relating to the income statement of the reportable segments. Segment information relating to the balance sheet is reported in note 3.11.
\nYear ended at 31 December 2023 | Parcels | Mail in NL | PostNL Other | Eliminations | Total |
|---|---|---|---|---|---|
Revenue from contracts with customers | 1,975 | 1,174 | 5 | \u00a0 | 3,153 |
Intercompany sales | 282 | 192 | 240 | (713) | 0 |
Other operating revenue | 4 | 7 | 0 | \u00a0 | 12 |
Total operating revenue | 2,260 | 1,373 | 245 | (713) | 3,165 |
Other income | 3 | 8 | (2) | \u00a0 | 9 |
Depreciation/impairment PP&E | (33) | (12) | (4) | \u00a0 | (49) |
Amortisation/impairment intangibles | (2) | (2) | (52) | \u00a0 | (57) |
Depreciation/impairment right-of-use assets | (48) | (12) | (12) | \u00a0 | (72) |
Total operating income | 43 | 47 | (6) | \u00a0 | 84 |
Net financial income/(expense) | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (2) |
Results from investments in JVs/associates | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (4) |
Income taxes | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (24) |
Profit/(loss) from discontinued operations | \u00a0 | \u00a0 | \u00a0 | \u00a0 | 1 |
Profit/(loss) for the year | \u00a0 | \u00a0 | \u00a0 | \u00a0 | 56 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Normalised EBIT | 47 | 50 | (5) | \u00a0 | 92 |
The key financial performance indicator for management of the reportable segments is normalised EBIT. Normalised EBIT is derived from the IFRS-based performance measure operating income adjusted for the impact of project costs and incidentals. Normalised EBIT is reported on a monthly basis to the chief operating decision-makers. The following table presents the reconciliation from reported operating income to normalised EBIT.
\nYear ended at 31 December | Reported operating income | Project costs and other | Normalised EBIT |
|---|---|---|---|
Parcels | 43 | 4 | 47 |
Mail in NL | 47 | 3 | 50 |
PostNL Other | (6) | 1 | (5) |
Total 2023 | 84 | 7 | 92 |
In 2023, normalised EBIT totalled \u20ac92 million (2022: \u20ac84 million). Normalised EBIT excludes exceptional items, which amounted to \u20ac7 million in 2023 (2022: \u20ac1,375 million). In 2023, the normalisation for project costs and other included results related to legal advisory costs (\u20ac2 million), claim-related costs (\u20ac3 million) and discontinuation costs of two specialised logistics services (\u20ac3 million). The increase of \u20ac8 million in normalised EBIT comprised lower results in Parcels (\u20ac9 million) and Mail in the Netherlands (\u20ac57 million), offset by a higher result at PostNL Other (\u20ac75 million) mainly caused by lower pension expenses due to the change to a collective defined contribution scheme.
\nThe following tables present the reconciliation of the 2022 segment information relating to the income statement of the reportable segments. Segment information relating to the balance sheet is reported in note 3.11.
\nYear ended at 31 December 2022 | Parcels | Mail in NL | PostNL Other | Eliminations | Total |
|---|---|---|---|---|---|
Revenue from contracts with customers | 1,918 | 1,211 | 2 | \u00a0 | 3,132 |
Intercompany sales | 242 | 277 | 212 | (731) | 0 |
Other operating revenue | 5 | 7 | 1 | \u00a0 | 13 |
Total operating revenue | 2,165 | 1,495 | 215 | (731) | 3,144 |
Other income | 0 | 7 | 0 | \u00a0 | 7 |
Depreciation/impairment PP&E | (28) | (14) | (4) | \u00a0 | (46) |
Amortisation/impairment intangibles | (2) | (2) | (40) | \u00a0 | (44) |
Depreciation/impairment right-of-use assets | (43) | (12) | (11) | \u00a0 | (66) |
Total operating income | 54 | 98 | (1,443) | \u00a0 | (1,291) |
Net financial income/(expense) | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (19) |
Results from investments in JVs/associates | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (1) |
Income taxes | \u00a0 | \u00a0 | \u00a0 | \u00a0 | 330 |
Profit/(loss) from discontinued operations | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (11) |
Profit/(loss) for the year | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (993) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Normalised EBIT | 56 | 107 | (80) | \u00a0 | 84 |
Year ended at 31 December | Reported operating income | Change in pension accounting classification | Project costs and other | Normalised EBIT |
|---|---|---|---|---|
Parcels | 54 | \u00a0 | 2 | 56 |
Mail in NL | 98 | 2 | 7 | 107 |
PostNL Other | (1,443) | 1,355 | 9 | (80) |
Total 2022 | (1,291) | 1,357 | 17 | 84 |
Reference is made to note 3.5 for further information on the normalised impact of the change in accounting classification of our main pension plan. In 2022, the normalisation for project costs and other included results related to legal advisory costs (\u20ac6 million), settlement costs (\u20ac9 million) and discontinuation costs of an in-house Food delivery network (\u20ac2 million).
\nPostNL reports two operating segments: Parcels and Mail in the Netherlands and one other segment: PostNL Other. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-makers. These chief operating decision-makers, who are responsible for allocating resources and assessing the performance of the operating segments, have been identified as the Board of Management of PostNL that makes strategic decisions. Transfer prices between operating segments are on an arm's length basis.
A reconciliation of the segment information relating to the balance sheet of the reportable segments is presented below. Segment information relating to the income statement is reported in note 2.7.
\nAt 31 December 2023 | Parcels | Mail in NL | PostNL Other | Total |
|---|---|---|---|---|
Intangible assets | 41 | 200 | 166 | 407 |
Property, plant and equipment | 392 | 88 | 11 | 491 |
Right-of-use assets | 193 | 40 | 60 | 293 |
Other non-current assets | 27 | 1 | 16 | 44 |
Trade accounts receivable | 227 | 92 | 1 | 320 |
Other current assets | 50 | 81 | 493 | 624 |
Assets classified as held for sale | 0 | 1 | 0 | 1 |
Total assets | 930 | 504 | 747 | 2,180 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Non-current liabilities | 226 | 110 | 360 | 695 |
Trade accounts payable | 88 | 95 | 27 | 210 |
Other current liabilities | 271 | 445 | 358 | 1,074 |
Total liabilities | 584 | 650 | 746 | 1,979 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Cash out for capital expenditures | 43 | 11 | 72 | 126 |
A reconciliation of the segment information relating to the balance sheet of the reportable segments as at 31 December 2022 is presented in the following table.
\nAt 31 December 2022 | Parcels | Mail in NL | PostNL Other | Total |
|---|---|---|---|---|
Intangible assets | 40 | 201 | 148 | 389 |
Property, plant and equipment | 344 | 101 | 12 | 457 |
Right-of-use assets | 187 | 42 | 65 | 295 |
Other non-current assets | 32 | 1 | 20 | 53 |
Trade accounts receivable | 219 | 150 | 1 | 370 |
Other current assets | 39 | 60 | 553 | 652 |
Assets classified as held for sale | 0 | 3 | 2 | 6 |
Total assets | 861 | 558 | 802 | 2,221 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Non-current liabilities | 184 | 117 | 757 | 1,057 |
Trade accounts payable | 68 | 81 | 33 | 182 |
Other current liabilities | 243 | 507 | 51 | 802 |
Total liabilities | 495 | 706 | 841 | 2,042 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Cash out for capital expenditures | 35 | 17 | 85 | 138 |
At 31 December | The Netherlands | Other countries | Total |
|---|---|---|---|
Intangible assets | 388 | 1 | 389 |
Property, plant and equipment | 447 | 10 | 457 |
Right-of-use assets | 259 | 35 | 295 |
Financial fixed assets | 46 | 7 | 53 |
Total non-current assets 2022 | 1,141 | 53 | 1,194 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Intangible assets | 406 | 1 | 407 |
Property, plant and equipment | 478 | 14 | 491 |
Right-of-use assets | 257 | 36 | 293 |
Financial fixed assets | 38 | 6 | 44 |
Total non-current assets 2023 | 1,179 | 56 | 1,235 |
The segment information from a geographical perspective is derived as follows: the basis of allocation of assets and investments by geographical area is the location of the assets.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEntitysReportableSegmentsExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-424": { "value": "\nPostNL reports two operating segments: Parcels and Mail in the Netherlands and one other segment: PostNL Other. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-makers. These chief operating decision-makers, who are responsible for allocating resources and assessing the performance of the operating segments, have been identified as the Board of Management of PostNL that makes strategic decisions. Transfer prices between operating segments are on an arm's length basis and intercompany sales relate to similar activities as revenue. PostNL Other represents head office entities.
PostNL reports two operating segments: Parcels and Mail in the Netherlands and one other segment: PostNL Other. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-makers. These chief operating decision-makers, who are responsible for allocating resources and assessing the performance of the operating segments, have been identified as the Board of Management of PostNL that makes strategic decisions. Transfer prices between operating segments are on an arm's length basis.
Trade receivables are recorded where PostNL has the unconditional rights to consideration from the customers. Trade receivables that do not contain a significant financing component or for which PostNL has applied the practical expedient are measured at the transaction price determined under IFRS 15.
\nPostNL recognises an allowance for expected credit losses (ECLs). ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that PostNL expects to receive, discounted at an approximation of the original effective interest rate. For trade receivables, PostNL applies a simplified approach in calculating ECLs. Therefore, PostNL does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. PostNL has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. The amount of the ECLs is recognised in the income statement. Any reversal of the ECLs is included in the income statement on the same line as where the original expense was recorded.
\nThe risk of uncollectability of accounts receivable is primarily estimated based on prior experience with, and the past due status of, doubtful debtors adjusted for forward-looking factors. Large accounts are assessed individually based on factors that include ability to pay, bankruptcy and payment history. In addition, debtors in certain countries are subject to a higher collectability risk, which is taken into account when assessing the overall risk of uncollectability.
\nPrepayments and accrued income mainly relates to prepaid expenses, accrued income for receivables where PostNL has not the unconditional rights to the consideration, receivables for terminal dues and the positive fair value of the outstanding foreign exchange hedges and interest rate swaps.
At 31 December | 2022 | 2023 |
|---|---|---|
Trade accounts receivable - total | 377 | 326 |
Allowance for expected credit losses | (7) | (7) |
Trade accounts receivable | 370 | 320 |
| \u00a0 | \u00a0 | \u00a0 |
VAT receivable | 4 | 5 |
Other accounts receivable | 8 | 8 |
Accounts receivable | 12 | 13 |
| \u00a0 | \u00a0 | \u00a0 |
Total accounts receivable | 382 | 333 |
Trade accounts receivable are non-interest bearing and are generally on terms of 7 to 30 days.
\nTrade accounts receivable include an amount of \u20ac134 million (2022: \u20ac144 million) that was unbilled at 31 December 2023.
\nThe main part of the allowance for expected credit losses related to a collective loss component established for groups of similar trade accounts receivable balances. This collective loss component is largely based on the ageing of the trade accounts receivable and is reviewed periodically. The fair value of the total (trade) accounts receivable approximated its carrying value.
\nThe decrease of trade accounts receivable - total from \u20ac377 million on 31 December 2022 to \u20ac326 million on 31 December 2023 is a result of strict working capital management .The trade accounts receivable past due increased from \u20ac122 million on 31 December 2022 to \u20ac133 million on 31 December 2023 (see table expected credit losses on the next page).
\nThe top 10 trade accounts receivable accounted for 19% of the outstanding balance as at 31 December 2023 (2022: 21%). The concentration of the trade accounts receivable portfolio over the different regions can be summarised as follows:
The Netherlands \u20ac266 million (2022: \u20ac305 million)
Rest of Europe \u20ac42 million (2022: \u20ac45 million)
The rest of the world \u20ac12 million (2022: \u20ac20 million).
The movements in the allowance for expected credit losses of trade accounts receivable were as follows:
\n| \u00a0 | 2022 | 2023 |
|---|---|---|
Balance at 1 January | 7 | 7 |
Provided for during financial year | 3 | 3 |
Receivables written off during year as uncollectable | (3) | (3) |
Balance at 31 December | 7 | 7 |
Set out below is the information about the credit risk exposure on the trade accounts receivable using a provision matrix.
\nAt 31 December | Months due | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
|---|---|---|---|---|---|---|
| \u00a0 | Up to 1 month | 1-2 months | 2-3 months | 3-4 months | over 4 months | Total |
Expected credit loss rate | 1% | 3% | 7% | 23% | 5% | \u00a0 |
Gross amount of trade accounts receivable | 276 | 19 | 10 | 4 | 67 | 377 |
Trade accounts receivable past due | 26 | 16 | 9 | 4 | 66 | 122 |
Expected credit loss 2022 | 2 | 1 | 1 | 1 | 3 | 7 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Expected credit loss rate | 0% | 1% | 7% | 5% | 7% | \u00a0 |
Gross amount of trade accounts receivable | 222 | 17 | 9 | 4 | 73 | 326 |
Trade accounts receivable past due | 36 | 14 | 8 | 2 | 73 | 133 |
Expected credit loss 2023 | 1 | 0 | 1 | 0 | 5 | 7 |
At 31 December | 2022 | 2023 |
|---|---|---|
VAT payable | 67 | 42 |
Social security contributions payable | 30 | 24 |
Payments from customers received in advance | 48 | 48 |
Pension payable | 16 | \u00a0 |
Other | 7 | 12 |
Total | 168 | 126 |
The VAT payable decreased by \u20ac25 million following the payment of the VAT Payable of \u20ac30 million outstanding in 2022 related to a settlement reached between PostNL and the Italian tax authorities. Pension payable in 2022 contained the last instalment of \u20ac16 million related to the unconditional funding obligation with the pension fund.
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherCurrentLiabilitiesExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-429": { "value": "\nAt 31 December | 2022 | 2023 |
|---|---|---|
Deferred revenue from unused stamps | 47 | 39 |
Deferred revenue from franking machines | 7 | 6 |
Rental of mailboxes | 8 | 8 |
Other amounts received in advanced from customers | 8 | 5 |
Total | 70 | 57 |
We expect to perform almost all services related to the outstanding contract liabilities at 31 December 2023 within one year. However, note that within one year we expect outstanding contract liabilities more or less in line with the amounts currently reported.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-430": { "value": "\nAt 31 December | 2022 | 2023 |
|---|---|---|
To be paid to third parties | 139 | 136 |
To be paid to personnel | 21 | 31 |
Vacation days/vacation payments | 98 | 99 |
Terminal dues | 181 | 154 |
Interest payable | 1 | 2 |
Other accrued current liabilities | 0 | 0 |
Total | 441 | 421 |
Main items within the expenses to be paid to third parties included payables to business partners of \u20ac18 million (2022: \u20ac20 million) and claims of \u20ac5 million (2022: \u20ac4 million), the remainder are various other expenses to be paid.
\nExpenses to be paid to personnel included accrued wages and salaries of \u20ac20 million (2022: \u20ac17 million) and accruals for employee profit-sharing of \u20ac8 million (2022: \u20ac1 million).
\nThe accrual for terminal dues relates to payables to foreign postal operators relating to the years 2023 and before, partly consisting of positions in SDR currency. The net payable position, including the receivable for terminal dues of \u20ac40 million (2022: \u20ac28 million) included in prepayments and accrued income, amounted to \u20ac114 million (2022: \u20ac153 million). The change reflects both the regular course of business as well as settlements of outstanding positions. The positions where there is no price multi- or bilateral agreement on price are based on our best estimate of the price for which we expect to settle.
\nProperty, plant and equipment is valued at historical cost, less depreciation and impairment losses. The initial costs of an asset comprises its purchase price, costs of bringing the asset into working condition, handling and installation costs and non-refundable purchase taxes.
\nLand is not depreciated. System software is capitalised and amortised as a part of the tangible fixed asset for which it was acquired to operate.
\nOther property, plant and equipment is depreciated on a straight-line basis over its expected useful life, taking into account any residual value. The asset\u2019s residual value and useful life is reviewed on an annual basis and, if necessary, changes are accounted for prospectively.
\nFor the accounting policy concerning impairments, reference is made to note 5.4.
| \u00a0 | Land and | Plant and | Other equipment | Construction | Total |
|---|---|---|---|---|---|
Depreciation percentage | 0%-10% | 6%-33% | 10%-33% | 0% | \u00a0 |
Historical cost | 409 | 449 | 39 | 25 | 922 |
Accumulated depreciation and impairments | (155) | (308) | (26) | \u00a0 | (489) |
Balance at 1 January 2022 | 254 | 141 | 13 | 25 | 433 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Capital expenditure | 12 | 23 | 4 | 32 | 70 |
Internal transfers and reclassifications | 4 | 10 | \u00a0 | (13) | \u00a0 |
Depreciation | (14) | (28) | (5) | \u00a0 | (46) |
Transfers to assets held for sale | (1) | \u00a0 | \u00a0 | \u00a0 | (1) |
Total changes | 1 | 5 | (1) | 18 | 24 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Historical cost | 401 | 426 | 38 | 44 | 909 |
Accumulated depreciation and impairments | (147) | (280) | (25) | \u00a0 | (452) |
Balance at 31 December 2022 | 255 | 146 | 13 | 44 | 457 |
| \u00a0 | Land and | Plant and | Other equipment | Construction | Total |
|---|---|---|---|---|---|
Depreciation percentage | 0%-10% | 6%-33% | 10%-33% | 0% | \u00a0 |
Historical cost | 401 | 426 | 38 | 44 | 909 |
Accumulated depreciation and impairments | (147) | (280) | (25) | \u00a0 | (452) |
Balance at 1 January 2023 | 255 | 146 | 13 | 44 | 457 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Capital expenditure | 13 | 39 | 2 | 28 | 82 |
Disposals | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (1) |
Internal transfers and reclassifications | 22 | 8 | \u00a0 | (31) | \u00a0 |
Depreciation | (16) | (28) | (5) | \u00a0 | (49) |
Transfers from assets held for sale | 1 | \u00a0 | \u00a0 | \u00a0 | 1 |
Total changes | 21 | 19 | (2) | (3) | 35 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Historical cost | 457 | 462 | 36 | 40 | 995 |
Accumulated depreciation and impairments | (182) | (297) | (25) | \u00a0 | (504) |
Balance at 31 December 2023 | 275 | 165 | 11 | 40 | 491 |
Capital expenditures 2023 were above the level of 2022. Investments were made in the new sorting and delivery centres within Parcels, and in various other equipment. Both developments also impacted the internal transfers and reclassifications from construction in progress to land and buildings and plant and equipment.
\nIn 2023, the transfers from assets held for sale of \u20ac1 million (2022: \u20ac1 million transfers to assets held for sale) related to buildings in the Netherlands.
\nThe property, plant and equipment assets include a number of Parcels' sorting centres and sorting machines financed and legally owned by an entity especially set up for this purpose by a third party. The term of the related lease contracts and liabilities is 10 years. Up to 31 December 2023, 6 finalised sorting centres and sorting machines (2018: 1, 2019: 3, 2021: 1, 2023: 1) and 1 under construction have been leased from this special entity, for which the related property, plant and equipment assets for 4 locations with a total book value of \u20ac90 million at 31 December 2023 and corresponding (legal) lease loan have been recorded. For the other 3 locations right-of-use assets and corresponding lease liabilities have been recorded, reference is made to note 3.4.
\nProperty, plant and equipment is valued at historical cost, less depreciation and impairment losses. The initial costs of an asset comprises its purchase price, costs of bringing the asset into working condition, handling and installation costs and non-refundable purchase taxes.
\nLand is not depreciated. System software is capitalised and amortised as a part of the tangible fixed asset for which it was acquired to operate.
\nOther property, plant and equipment is depreciated on a straight-line basis over its expected useful life, taking into account any residual value. The asset\u2019s residual value and useful life is reviewed on an annual basis and, if necessary, changes are accounted for prospectively.
\nFor the accounting policy concerning impairments, reference is made to note 5.4.
Goodwill represents the excess of the cost of acquisition over the fair value of PostNL\u2019s share of the identifiable net assets acquired. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of joint ventures and associates is included in investments in joint ventures/associates and is not separately recognised or tested for impairment. Gains and losses on disposal of an entity include the carrying amount of goodwill relating to the entity sold.
\nSeparately-recognised goodwill arising on acquisitions is capitalised and subject to an annual impairment review. Goodwill is carried at cost less accumulated impairment losses.
\nCosts related to the development and installation of software for internal use are capitalised at historical cost and amortised over the estimated useful life. Other intangible assets acquired in a business combination are recognised at fair value at the acquisition date.
\nAn asset under construction is transferred to its respective intangible asset category at the moment it is ready for use and is amortised using the straight-line method over its estimated useful life. Other intangible assets are valued at the lower of historical cost less amortisation and impairment. The asset\u2019s residual value and useful life is reviewed on an annual basis and, if necessary, changes are accounted for prospectively.
\nFor the accounting policy concerning impairments of goodwill and other intangible fixed assets, reference is made to note 5.4.
| \u00a0 | Goodwill | Software | Other | Total |
|---|---|---|---|---|
Amortisation percentage | \u00a0 | 10%- 35% | 0%- 35% | \u00a0 |
Historical cost | 243 | 238 | 63 | 545 |
Accumulated amortisation and impairments | (36) | (139) | (14) | (190) |
Balance at 1 January 2022 | 207 | 98 | 49 | 354 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Additions | \u00a0 | 73 | 6 | 79 |
Internal transfers/reclassifications | \u00a0 | 17 | (17) | \u00a0 |
Amortisation | \u00a0 | (41) | (3) | (44) |
Total changes | \u00a0 | 49 | (14) | 35 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Historical cost | 243 | 297 | 52 | 593 |
Accumulated amortisation and impairments | (36) | (150) | (17) | (204) |
Balance at 31 December 2022 | 207 | 147 | 35 | 389 |
| \u00a0 | Goodwill | Software | Other | Total |
|---|---|---|---|---|
Amortisation percentage | \u00a0 | 10%- 35% | 0%- 35% | \u00a0 |
Historical cost | 243 | 297 | 52 | 593 |
Accumulated amortisation and impairments | (36) | (150) | (17) | (204) |
Balance at 1 January 2023 | 207 | 147 | 35 | 389 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Additions | \u00a0 | 56 | 18 | 75 |
Internal transfers/reclassifications | \u00a0 | 20 | (20) | \u00a0 |
Amortisation | \u00a0 | (52) | (4) | (55) |
Impairments | \u00a0 | (1) | \u00a0 | (1) |
Total changes | 0 | 23 | (5) | 18 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Historical cost | 243 | 340 | 49 | 633 |
Accumulated amortisation and impairments | (36) | (170) | (20) | (226) |
Balance at 31 December 2023 | 207 | 171 | 29 | 407 |
Goodwill is allocated to the Group\u2019s cash-generating units (CGUs) and tested for impairment. The CGUs correspond to an operation in a particular country or region and the nature of the services provided. The CGU Parcels relates to our e-commerce and logistic services activities in the Benelux. The CGU Spring relates to our cross-border mail and parcels activities. Compared to 2022, the CGU structure has not changed.
\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
Parcels | 32 | 32 |
Mail in the Netherlands | 174 | 174 |
Spring | 1 | 1 |
Total | 207 | 207 |
Based on the 2023 financial performance, a detailed review has been performed of the recoverable value of each CGU. The recoverable value is the higher of the value in use and fair value less costs of disposal. Fair value less costs of disposal represents the best estimate of the amount PostNL would receive if it sold the CGU. The recoverable value of each CGU is determined based on the value in use. The value in use has been calculated on the basis of the present value of estimated future net cash flows.
\nFor both mature markets and non-mature markets, the estimated future net cash flows are based on a five-year (2022: five-year) forecast and business plan, which forecast period has been assessed as adequate to reach a sustainable basis for the calculation of the continuing value. PostNL has determined the budgeted gross margin based on past performance and its expectations for market and regulatory development. The cash flow projections have been approved by management.
\nKey assumptions used to determine the recoverable values for each individual CGU are the following:
The discount rate to be applied following the nature of the underlying cash flows and foreign currency and inflation-related risks.
The (long-term) growth rate to be applied following the maturity of the underlying market, regulatory developments, market share and volume development.
The weighted average pre-tax discount rate used was around 11.5% (2022: around 11.5%) for the CGU Parcels and around 9.0% (2022: around 9.0%) for the CGU Mail in NL. The weighted average growth rate used was based on a long-term assumed inflation rate of 2.0% (2022: 2.0%) for all CGUs, with a downward adjustment for the CGU Mail in NL to reflect the ongoing volume decline (2024: assumed volume decline of 7% to 9%). The growth rates used did not change materially compared to the previous year.
\nManagement has carried out an impairment test for each individual CGU and concluded that the recoverable amount of the individual CGUs is significantly higher than the carrying amount. Management has also assessed that a reasonably possible change in key assumptions, being discount rate and growth rate, would not cause the carrying amount of any of the CGUs to exceed the recoverable amount.
\nThe closing balance of software and other intangibles is built up as follows:
\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
Internally-generated software | 145 | 169 |
Purchased software | 2 | 1 |
Software under construction | 4 | \u00a0 |
Customer lists | 31 | 29 |
Total | 182 | 200 |
The additions to software mainly concerned IT investments related to replacement and improvement of sorting and delivery processes within Mail in the Netherlands and Parcels, software licenses and costs of internally-generated software for various IT projects including investments in our online landscape, logistic service platform and back-office functionality. The reclassification from other intangibles was due to finalised IT projects.
\nThe estimated amortisation expenses for software and other intangible assets are:
2024: \u20ac56 million,
2025: \u20ac49 million,
2026: \u20ac38 million, and
thereafter: \u20ac57 million.
Software and other intangible assets include an amount of \u20ac3 million (2022: \u20ac2 million) of capitalised development costs.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIntangibleAssetsAndGoodwillExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-434": { "value": "\nGoodwill represents the excess of the cost of acquisition over the fair value of PostNL\u2019s share of the identifiable net assets acquired. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of joint ventures and associates is included in investments in joint ventures/associates and is not separately recognised or tested for impairment. Gains and losses on disposal of an entity include the carrying amount of goodwill relating to the entity sold.
\nSeparately-recognised goodwill arising on acquisitions is capitalised and subject to an annual impairment review. Goodwill is carried at cost less accumulated impairment losses.
\nCosts related to the development and installation of software for internal use are capitalised at historical cost and amortised over the estimated useful life. Other intangible assets acquired in a business combination are recognised at fair value at the acquisition date.
\nAn asset under construction is transferred to its respective intangible asset category at the moment it is ready for use and is amortised using the straight-line method over its estimated useful life. Other intangible assets are valued at the lower of historical cost less amortisation and impairment. The asset\u2019s residual value and useful life is reviewed on an annual basis and, if necessary, changes are accounted for prospectively.
\nFor the accounting policy concerning impairments of goodwill and other intangible fixed assets, reference is made to note 5.4.
PostNL leases sorting centres, sorting machines, distribution centres, offices, warehouses, trucks, vans, cars, transport equipment and other equipment. Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the group. At the commencement date of the lease, the lease liabilities are measured at the present value of lease payments to be made over the lease term. Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received.
\nThe lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the incremental borrowing rate is used, being the rate that would have to be paid to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
\nThe lease payments include the exercise price of a purchase option reasonably certain to be exercised by PostNL and payments of penalties for terminating the lease, if the lease term reflects PostNL exercising the option to terminate. Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
\nPostNL elected to apply the practical expedient not to separate non-lease components from lease components, and instead account for each lease component and any associated non-lease components as a single lease component. PostNL also elected the practical expedient not to apply the requirements for short-term leases (with a lease term of 12 months or less and which do not contain a purchase option) and leases for which the underlying asset is of low value (<\u20ac5,000). The lease payments associated with these leases are recognised as an expense on a straight-line basis over the lease term.
| \u00a0 | Land and | Transport | Other | Total |
|---|---|---|---|---|
Depreciation percentage | 0%-10% | 10%-33% | 10%-33% | \u00a0 |
Historical cost | 274 | 137 | 23 | 435 |
Accumulated depreciation and impairments | (71) | (64) | (11) | (146) |
Balance at 1 January 2022 | 203 | 73 | 13 | 289 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
New leases | 29 | 29 | 1 | 58 |
Lease modifications/reassessments | 11 | 2 | \u00a0 | 13 |
Depreciation | (35) | (29) | (2) | (66) |
Total changes | 5 | 2 | (1) | 6 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Historical cost | 298 | 153 | 24 | 474 |
Accumulated depreciation and impairments | (89) | (79) | (12) | (180) |
Balance at 31 December 2022 | 209 | 75 | 11 | 295 |
| \u00a0 | Land and | Transport | Other | Total |
|---|---|---|---|---|
Depreciation percentage | 0%-10% | 10%-33% | 10%-33% | \u00a0 |
Historical cost | 298 | 153 | 24 | 474 |
Accumulated depreciation and impairments | (89) | (79) | (12) | (180) |
Balance at 1 January 2023 | 209 | 75 | 11 | 295 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
New leases | 15 | 44 | 2 | 61 |
Lease modifications/reassessments | 8 | 2 | \u00a0 | 10 |
Disposals | (2) | \u00a0 | \u00a0 | (2) |
Depreciation | (37) | (32) | (2) | (72) |
Total changes | (16) | 15 | \u00a0 | (2) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Historical cost | 311 | 183 | 25 | 519 |
Accumulated depreciation and impairments | (119) | (93) | (14) | (226) |
Balance at 31 December 2023 | 192 | 89 | 11 | 293 |
In 2023, the new leases of \u20ac61 million mainly related to a new sorting and delivery centre in Belgium within Parcels and the replacement and expansion of buildings, vans and trucks. The new leases of \u20ac58 million in 2022 mainly related to the replacement and expansion of buildings, vans and trucks. In 2023, the lease modifications/reassessments of \u20ac10 million (2022: \u20ac13 million) mainly reflected changes to the lease payments and lease terms.
\nIn 2023, the disposals of \u20ac2 million related to several disposed and subleased contracts from buildings.
\nThe right-of-use assets include a number of Parcels' sorting centres and sorting machines financed and owned by an entity especially set up for this purpose by a third party. The term of the related lease contracts and liabilities is 10 years. Up to 31 December 2023, 6 finalised sorting centres and sorting machines (2018: 1, 2019: 3, 2021: 1, 2023: 1) and 1 under construction have been leased from this special entity, for which the related right-of-use assets for 3 locations and corresponding lease liabilities have been recorded. For the other 4 locations property, plant and equipment assets with a total book value of \u20ac90 million at 31 December 2023 and corresponding (legal) lease loan have been recorded, reference is made to note 3.2.
\nAdditionally, the right-of-use assets include four mail sorting centres and the international sorting centre with lease terms varying between 5 and 10 years (started in 2020) and the head office in The Hague with a lease term of 15 years (started in 2021).
\nAt 31 December | 2022 | 2023 |
|---|---|---|
Long-term lease liabilities | 255 | 240 |
Short-term lease liabilities | 75 | 80 |
Total | 331 | 320 |
The total cash outflow from leases amounted to \u20ac94 million (2022: \u20ac86 million) and related for \u20ac81 million to repayments of lease liabilities (2022: \u20ac74 million), and for \u20ac13 million to rent and lease expenses (2022: \u20ac12 million). Refer to note 4.1 for further information on the lease liabilities.
\nIn 2023, rent and lease expenses of \u20ac13 million (2022: \u20ac12 million) relate for \u20ac11 million (2022: \u20ac10 million) to short-term leases and for \u20ac2 million (2022: \u20ac2 million) to leases for which the underlying asset is of low value. The interest expenses on lease liabilities amounted to \u20ac9 million (2022: \u20ac9 million).
", "dimensions": { "concept": "ifrs-full:DisclosureOfLeasesExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-436": { "value": "\nPostNL leases sorting centres, sorting machines, distribution centres, offices, warehouses, trucks, vans, cars, transport equipment and other equipment. Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the group. At the commencement date of the lease, the lease liabilities are measured at the present value of lease payments to be made over the lease term. Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received.
\nThe lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the incremental borrowing rate is used, being the rate that would have to be paid to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
\nThe lease payments include the exercise price of a purchase option reasonably certain to be exercised by PostNL and payments of penalties for terminating the lease, if the lease term reflects PostNL exercising the option to terminate. Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
\nPostNL elected to apply the practical expedient not to separate non-lease components from lease components, and instead account for each lease component and any associated non-lease components as a single lease component. PostNL also elected the practical expedient not to apply the requirements for short-term leases (with a lease term of 12 months or less and which do not contain a purchase option) and leases for which the underlying asset is of low value (<\u20ac5,000). The lease payments associated with these leases are recognised as an expense on a straight-line basis over the lease term.
The net defined benefit liability/asset for all pension and other post-employment plans that qualify as defined benefit plans is determined by calculating the present value of the defined benefit obligation and deducting the fair value of the plan assets. The resulting deficit or surplus is adjusted for any effect of limiting a net defined benefit asset to the asset ceiling and for any effect of minimum funding requirements.
\nPostNL uses actuarial calculations (projected unit credit method) to measure the obligations and the costs. Assumptions are made about financial variables (such as the discount rate and the rate of benefit increases) and demographic variables (such as employee turnover and mortality). The discount rate is determined by reference to market rates using high-quality corporate bonds. The assumed return on plan assets equals the discount rate applied in the calculation of the pension obligations at the beginning of the year.
\nService costs are recognised as operating expenses in the income statement. Gains or losses on the amendment or curtailment of a defined benefit plan (past service cost) and gains or losses on a settlement are recognised as operating expenses in the income statement on the date of the amendment, curtailment or settlement.
\nThe net interest expense/income on the net defined benefit liability/asset, asset ceiling and/or minimum funding requirements, is recognised as \u2018Interest and similar expenses/ income\u2019 in the income statement (below operating income).
\nDeviations between the expected and actual development of the pension obligation and plan assets, resulting in actuarial gains and losses, are recognised immediately within Other Comprehensive Income (net of tax). The impact of the asset ceiling and/or minimum funding requirements is also recognised within Other Comprehensive Income (net of tax).
\nPension costs for (collective) defined contribution plans are expensed in the income statement when incurred or due.
PostNL\u2019s main Dutch pension plan (main plan) covers the employees subject to PostNL\u2019s collective labour agreement and staff with a personal labour agreement in the Netherlands. The main plan is externally funded in \u2018Stichting Pensioenfonds PostNL\u2019 (main fund), an independent legal entity which is not owned or controlled by any other legal entity and which falls under the regulatory supervision of De Nederlandsche Bank.
\nBased on a joint decision by PostNL, the pension fund and the trade unions, taken on 23 December 2022, the main plan has been amended as per 31 December 2022. The pension plan is since based on a collective defined contribution plan. This means that PostNL is only required to pay the regular pension contribution. If the financial position of the pension fund would deteriorate, PostNL is not obliged to do top-up payments. At the same time, PostNL is also not entitled to restitutions, should the financial position of the pension fund allow for that. Until the amendment, the main plan was a defined benefit average pay pension plan. As part of the agreement made at 23 December 2022, the previously applicable unconditional funding obligation has also been adjusted. The adjustment concerned a reduction of \u20ac20 million.
\nThe accounting consequence of the amended pension plan was a change from defined benefit accounting to defined contribution accounting per 31 December 2022. The settlement result as recorded in the statement of profit or loss comprised the release of the positive funded status and the reduction of the unconditional funding obligation. As a separate sequential step, the recorded asset ceiling adjustment was reversed within other comprehensive income.
\nThe financial impact of the change in pension accounting classification was material, being a loss of \u20ac1,357 million in 2022 (net loss: \u20ac1,007 million) recorded in the statement of profit or loss, comprising a defined benefit pension expense of \u20ac1,354 million and an addition to other provisions of \u20ac3 million, and a net defined benefit pension income of \u20ac1,020 million in 2022 recorded in other comprehensive income.
\nFollowing the change towards a collective defined contribution plan, according to IFRS, pension expenses equal the contribution paid by PostNL to the pension fund as of 31 December 2022. In 2022 regular pension expenses were substantially higher than the paid contributions. Following the adjustment of the pension plan, this gap disappears as of 2023. As a consequence, pension expenses in 2023 are substantially lower than in 2022.
\nAs of 31 December 2022, the main plan is a collective defined contribution plan with a basis accrual rate of 1.875% of the pensionable base and retirement age set at 68 years. The pensionable base is derived as the pensionable salary, with a statutory maximum of \u20ac128,810 (level 2023), minus a state pension offset.
\nPension (cash) contributions are bounded by a minimum level of 21.7% and a maximum level of 29.2% of the pensionable salary base. In respect of the collective defined contribution plan, until the transition to the anticipated new pension contract, the ex-ante contribution level equals the maximum level of 29.2% for the years 2023-2028.
\nThe following table presents an overview of the movement of the provision for post-employment benefit plans. At 31 December 2022, the remaining provision for defined benefit plans only relate to non-material pension plans in various countries within Europe. The movements in 2023 fully relate to these other plans only.
\n| \u00a0 | Dutch main pension plan | Other plans | Total 2022 | 2023 |
|---|---|---|---|---|
Balance at 1 January | (64) | (3) | (67) | (2) |
Post-employment benefit income/(expenses) | (162) | (0) | (162) | (0) |
Employer contributions | 85 | 0 | 85 | 0 |
Instalment unconditional funding obligation | 28 | \u00a0 | 28 | \u00a0 |
Actuarial gains/(losses) | 663 | 1 | 663 | 0 |
Pension asset ceiling/minimum funding requirement | (586) | \u00a0 | (586) | \u00a0 |
Balance at 31 December before settlement | (36) | (2) | (38) | (2) |
Pension settlement costs within statement of profit or loss | (1,354) | \u00a0 | (1,354) | \u00a0 |
Pension settlement gain within OCI | 1,374 | \u00a0 | 1,374 | \u00a0 |
Transfer to current pension payable | 16 | \u00a0 | 16 | \u00a0 |
Balance at 31 December | 0 | (2) | (2) | (2) |
Other provisions settlement costs within statement of profit or loss | (3) | \u00a0 | (3) | \u00a0 |
The actuarial gains/(losses) in 2022 mainly related to the positive impact of the change in discount rate partly offset by the negative impact of the change in the assumed benefit increases and the lower than assumed actual return on plan assets.
\nThe following table gives a break-down of total pension costs and total pension cash contributions.
\n| \u00a0 | \u00a0 | 2022 | 2023 |
|---|---|---|---|
Regular defined benefit costs | \u00a0 | (162) | (0) |
Pension settlement costs within statement of profit or loss | \u00a0 | (1,354) | \u00a0 |
Defined contribution costs | \u00a0 | (12) | (92) |
Total employer pension costs | \u00a0 | (1,528) | (92) |
Of which included within salaries, pensions and social security contributions | refer to note 2.3.2 | (1,526) | (92) |
Of which included within interest and similar expenses | refer to note 2.4.1 | (2) | (0) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Defined benefit cash contributions | \u00a0 | 85 | 0 |
Defined benefit instalment unconditional funding obligation | \u00a0 | 28 | \u00a0 |
Defined contribution cash contributions | \u00a0 | 12 | 92 |
Total employer pension cash contributions | \u00a0 | 125 | 92 |
For 2024, we expect total employer cash contributions of around \u20ac98 million (2023: \u20ac92 million).
\nFor 2024, we expect total employer pension costs within operating income of around \u20ac98 million (2023: \u20ac92 million).
\nThe following table reconciles the opening and closing balances of the present value of the defined benefit obligation and the fair value of plan assets, the funded status and the netted pension provisions, and the employer pension expenses of PostNL's defined benefit post-employment plans.
\n| \u00a0 | 2022 | 2023 |
|---|---|---|
Change in benefit obligation | \u00a0 | \u00a0 |
Benefit obligation at beginning of year | (10,133) | (6) |
Service costs | (174) | (0) |
Interest costs | (104) | (0) |
Actuarial (losses)/gains | 2,646 | (0) |
Benefits paid | 261 | 1 |
Settlement benefit obligation | 7,498 | \u00a0 |
Benefit obligation at end of year | (6) | (6) |
Of which funded benefit obligations | (5) | (5) |
Of which unfunded benefit obligations | (2) | (1) |
| \u00a0 | \u00a0 | \u00a0 |
Change in plan assets | \u00a0 | \u00a0 |
Fair value of plan assets at beginning of year | 10,882 | 4 |
Assumed return on plan assets | 111 | 0 |
Employee contributions | 22 | \u00a0 |
Employer contributions | 85 | 0 |
Instalment unconditional funding obligation | 28 | \u00a0 |
Other costs | (8) | \u00a0 |
Actuarial (losses)/gains | (1,983) | 0 |
Benefits paid | (261) | (1) |
Settlement plan assets | (8,873) | \u00a0 |
Fair value of plan assets at end of year | 4 | 4 |
| \u00a0 | \u00a0 | \u00a0 |
Change in funded status | \u00a0 | \u00a0 |
Funded status at the beginning of year | 749 | (2) |
Operating expenses | (160) | (0) |
Interest (expenses)/income | 7 | \u00a0 |
Employer contributions | 113 | 0 |
Actuarial (losses)/gains | 663 | 0 |
Settlement of benefit obligation and plan assets | (1,374) | \u00a0 |
Funded status at end of year | (2) | (2) |
| \u00a0 | \u00a0 | \u00a0 |
Components of employer pension expenses | \u00a0 | \u00a0 |
Service costs (net of employee contributions) | (152) | (0) |
Interest (expenses)/income | (2) | \u00a0 |
Other costs | (8) | \u00a0 |
Pension settlement costs within statement of profit or loss | (1,354) | \u00a0 |
Total post-employment benefit income/(expenses) | (1,516) | (0) |
| \u00a0 | \u00a0 | \u00a0 |
Weighted average assumptions as at 31 December | \u00a0 | \u00a0 |
Discount rate | 3.4% | \u00a0 |
Rate of benefit increases | 1.7% | \u00a0 |
Life expectancy 65 year old men/women (in years) | 21.4 / 23.7 | \u00a0 |
The discount rate is based on the long-term yield on high quality (AA-rated) corporate bonds, taking into account the duration of the projected pension liabilities of around 16 years. The corporate bond yield information is sourced from iBoxx, taking into account a minimum outstanding amount and other defined selection criteria. By applying curve-fitting procedures, a yield curve is generated. Using the full yield curve, the discounted value of the expected future benefit payments is matched with the comparable present value when using a single discount rate.
\nThe conditional benefit increases are based on the (derived) Consumer Price Index. The assumed rate of benefit increases is based on advice, published statistics, the pension plan's ambition level and the actual financial status of the pension fund.
\nAssumptions regarding the longevity outlook are based on advice, published statistics and experience per country. The applied prospective longevity rates are derived from the Dutch mortality table 'AG prognosetafel 2022' taking into account experience rates based on postal areas, as applied by the main fund.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-438": { "value": "\nThe net defined benefit liability/asset for all pension and other post-employment plans that qualify as defined benefit plans is determined by calculating the present value of the defined benefit obligation and deducting the fair value of the plan assets. The resulting deficit or surplus is adjusted for any effect of limiting a net defined benefit asset to the asset ceiling and for any effect of minimum funding requirements.
\nPostNL uses actuarial calculations (projected unit credit method) to measure the obligations and the costs. Assumptions are made about financial variables (such as the discount rate and the rate of benefit increases) and demographic variables (such as employee turnover and mortality). The discount rate is determined by reference to market rates using high-quality corporate bonds. The assumed return on plan assets equals the discount rate applied in the calculation of the pension obligations at the beginning of the year.
\nService costs are recognised as operating expenses in the income statement. Gains or losses on the amendment or curtailment of a defined benefit plan (past service cost) and gains or losses on a settlement are recognised as operating expenses in the income statement on the date of the amendment, curtailment or settlement.
\nThe net interest expense/income on the net defined benefit liability/asset, asset ceiling and/or minimum funding requirements, is recognised as \u2018Interest and similar expenses/ income\u2019 in the income statement (below operating income).
\nDeviations between the expected and actual development of the pension obligation and plan assets, resulting in actuarial gains and losses, are recognised immediately within Other Comprehensive Income (net of tax). The impact of the asset ceiling and/or minimum funding requirements is also recognised within Other Comprehensive Income (net of tax).
\nPension costs for (collective) defined contribution plans are expensed in the income statement when incurred or due.
Provisions are recognised when there is a present obligation as a result of a past event, making it probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the present value of management\u2019s best estimate of the expenditure required to settle the present obligation on the balance sheet date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. The gross-up of the provision following the discounting of the provision is recorded in the income statement as interest expense.
\nPostNL recognises termination benefits when the company has committed to terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal or provides termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after the balance sheet date are discounted to their present value.
\nProvisions for onerous contracts are recorded when the unavoidable costs of meeting the obligation under the contract exceed the economic benefits expected to arise from that contract, taking into account impairment of fixed assets first. The provision includes both incremental costs and an allocation of other direct costs.
\nA liability arising as a result of written claim or litigation against PostNL group companies is recorded as a provision. An asset arising as a result of a written claim against a third party (PostNL is claimant) is recorded in Miscellaneous Accounts Receivables.
The following table presents the changes in the short-term and long-term provisions.
\n| \u00a0 | Other employee | Restructuring | Claims and indemnities | Other | Total |
|---|---|---|---|---|---|
Non-current other provisions | 26 | \u00a0 | 7 | 2 | 35 |
Current other provisions | 12 | 1 | 1 | \u00a0 | 15 |
Balance at 1 January 2023 | 38 | 1 | 9 | 2 | 50 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Additions | 12 | 6 | 8 | \u00a0 | 27 |
Withdrawals | (8) | (1) | (1) | \u00a0 | (10) |
Releases | \u00a0 | (1) | (2) | \u00a0 | (4) |
Interest | 1 | \u00a0 | \u00a0 | \u00a0 | 1 |
Total changes | 5 | 4 | 5 | \u00a0 | 14 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Non-current other provisions | 32 | \u00a0 | 9 | 1 | 42 |
Current other provisions | 11 | 6 | 4 | \u00a0 | 21 |
Balance at 31 December 2023 | 43 | 6 | 13 | 1 | 64 |
The estimated utilisation of the other provisions in 2024 is \u20ac21 million, in 2025 \u20ac13 million, in 2026 \u20ac5 million and in 2027 and thereafter \u20ac24 million.
\nAs at 31 December 2023, the other employee benefit obligations mainly related to a provision for jubilee benefits of \u20ac12 million (2022: \u20ac11 million), expected costs related to continued salary payments during illness of \u20ac7 million (2022: \u20ac7 million), expected disability costs for the WGA benefits, following the decision to become self-insured (in Dutch: \u201ceigenrisicodrager\u201d), of \u20ac22 million (2022: \u20ac13 million) and termination benefits for early retirement of \u20ac2 million (2022: \u20ac6 million).
\nThe additions in restructuring provision of \u20ac6 million mainly related to the restructuring programmes within operations Mail in the Netherlands and reduction programmes for FTEs in overhead. The withdrawals in restructuring provisions of \u20ac1 million concerned severance payments under the cost-saving programmes. The release of \u20ac1 million mainly related to the restructuring programme within operations Mail in the Netherlands, resulting from reducing redundancies and periodical reassessments of the expected cash costs.
\nThe provision for claims and indemnities includes provisions for claims from third parties with respect to PostNL's ordinary business activities, exposure related to not being able to meet the prescribed quality of postal delivery, as well as indemnities and disputes related to business disposals. The assessment of related exposure contains a high degree of uncertainty and management estimation. The company has made provisions for probable liabilities to the extent a reliable estimate of the future cash outflows can be made. More detailed information relating to these provisions is not provided, as such information could prejudice the company's position with respect to these claims and indemnities.
", "dimensions": { "concept": "ifrs-full:DisclosureOfProvisionsExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-440": { "value": "\nProvisions are recognised when there is a present obligation as a result of a past event, making it probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the present value of management\u2019s best estimate of the expenditure required to settle the present obligation on the balance sheet date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. The gross-up of the provision following the discounting of the provision is recorded in the income statement as interest expense.
\nPostNL recognises termination benefits when the company has committed to terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal or provides termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after the balance sheet date are discounted to their present value.
\nProvisions for onerous contracts are recorded when the unavoidable costs of meeting the obligation under the contract exceed the economic benefits expected to arise from that contract, taking into account impairment of fixed assets first. The provision includes both incremental costs and an allocation of other direct costs.
\nA liability arising as a result of written claim or litigation against PostNL group companies is recorded as a provision. An asset arising as a result of a written claim against a third party (PostNL is claimant) is recorded in Miscellaneous Accounts Receivables.
An associate is an entity over which PostNL has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
\nA joint arrangement is an arrangement of which two or more parties have joint control. There are two types of joint arrangements: joint operations and joint ventures. PostNL only participates in entities that can be considered as a joint venture.
\nPostNL\u2019s share in the results of joint ventures and associates is included in the consolidated income statement using the equity method. The carrying value of PostNL\u2019s share in joint ventures and associates includes goodwill on acquisition and includes changes to reflect PostNL\u2019s share in net earnings of the respective companies, reduced by dividends received. When PostNL\u2019s share of accumulated losses in a joint venture or associate exceeds its interest in the company, the book value of the investment is reduced to zero and PostNL does not recognise further losses unless PostNL is bound by guarantees or other undertakings in relation to the joint venture or associate.
\nFor the accounting policy concerning impairments, reference is made to note 5.4.
The following table presents the changes in the carrying value of the investments in joint ventures and associates.
\n| \u00a0 | 2022 | 2023 |
|---|---|---|
Balance at 1 January | 6 | 7 |
Share in net result | (1) | (1) |
Impairments | \u00a0 | (3) |
Additions | 2 | 3 |
Balance at 31 December | 7 | 6 |
As at 31 December 2023, the investments in associates mainly related to minority shareholdings in CB Healthcare and the OK-app within Parcels. The joint ventures mainly related to the 50% interest in De Innovatie Studio within PostNL Other.
\nIn 2023, the additions of \u20ac3 million related to the expansion of the shareholding in the OK-app, a shopping service app, to 21.9% of the shares. The impairments of \u20ac(3) million related to the write-down of the shareholdings in Roamler Care and VersTrade Nederland which ceased operations.
\nIn 2022, the additions of \u20ac2 million related to the acquisition of 50% of the shares of De Innovatie Studio, 5.3% of the shares in the OK-app, a shopping services app (with the aim to expand our stake to 20% in the short term) and an additional capital contribution in Roamler Care. De Innovatie Studio is a collaboration with Dasym with the goal to create solutions to relevant consumer problems around Smart Living.
\nManagement has assessed none of the investments in joint ventures and associates to be material to the company. On a 100% basis, the profit/(loss) of all immaterial investments in joint ventures amounted to \u20ac0 million (2022: \u20ac0 million). The profit/(loss) of all immaterial investments in associates amounted to \u20ac(4) million (2022: \u20ac(4) million).
", "dimensions": { "concept": "ifrs-full:DisclosureOfInvestmentsAccountedForUsingEquityMethodExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-442": { "value": "\nAn associate is an entity over which PostNL has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
\nA joint arrangement is an arrangement of which two or more parties have joint control. There are two types of joint arrangements: joint operations and joint ventures. PostNL only participates in entities that can be considered as a joint venture.
\nPostNL\u2019s share in the results of joint ventures and associates is included in the consolidated income statement using the equity method. The carrying value of PostNL\u2019s share in joint ventures and associates includes goodwill on acquisition and includes changes to reflect PostNL\u2019s share in net earnings of the respective companies, reduced by dividends received. When PostNL\u2019s share of accumulated losses in a joint venture or associate exceeds its interest in the company, the book value of the investment is reduced to zero and PostNL does not recognise further losses unless PostNL is bound by guarantees or other undertakings in relation to the joint venture or associate.
\nFor the accounting policy concerning impairments, reference is made to note 5.4.
Deferred tax assets and liabilities arising from temporary differences between the carrying amounts of assets and liabilities and the tax base of assets and liabilities are calculated using the substantively enacted tax rates expected to apply when they are realised or settled. Deferred tax assets are recognised if it is probable that they will be realised. At the end of each reporting period the amounts of deferred tax assets and the amounts of unrecognised deferred tax assets are reassessed. Deferred tax assets and liabilities within the same tax group, where a legally enforceable right to offset exists, are presented net in the balance sheet.
The following table shows the movements in deferred taxes in 2023:
\n| \u00a0 | Net balance 1 January 2023 | Changes via income statement | Changes via OCI | Other changes | Net balance 31 December 2023 | Assets | Liabilities |
|---|---|---|---|---|---|---|---|
Provisions | 7 | 2 | \u00a0 | \u00a0 | 8 | 9 | 0 |
Intangible assets | (45) | (6) | \u00a0 | \u00a0 | (50) | 3 | 53 |
Property, plant and equipment | (46) | 3 | \u00a0 | \u00a0 | (42) | 1 | 44 |
Leases | 8 | (1) | \u00a0 | \u00a0 | 7 | 74 | 66 |
Losses carried forward | 7 | (2) | \u00a0 | \u00a0 | 5 | 5 | 0 |
Other | 36 | 0 | 2 | (1) | 39 | 39 | 0 |
Deferred tax assets/liabilities | (32) | (4) | 2 | (1) | (34) | 130 | 163 |
Offsetting | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (124) | (124) |
Net deferred taxes | (32) | (4) | 2 | (1) | (34) | 6 | 40 |
Of the deferred tax assets at 31 December 2023, before offsetting, \u20ac58 million (2022: \u20ac57 million) is to be recovered within 12 months and \u20ac72 million (2022: \u20ac77 million) after 12 months. Of the deferred tax liabilities at 31 December 2023, before offsetting, an amount of \u20ac34 million (2022: \u20ac35 million) is to be settled within 12 months and an amount of \u20ac129 million (2022: \u20ac131 million) after 12 months.
\nThe changes via other comprehensive income of \u20ac2 million mainly relate to taxes on OCI from cash flow hedges.
\nThe other changes of \u20ac(1) million (2022: \u20ac3 million) represent an adjustment of the Dutch deferred tax asset position in connection with the anticipated liquidation of the former Nexive entities.
\nThe total accumulated losses available for carry forward at 31 December 2023 amounted to \u20ac107 million (2022: \u20ac110 million). With these losses carried forward, future tax benefits of \u20ac28 million could be recognised (2022: \u20ac29 million). Tax deductible losses give rise to deferred tax assets at the statutory tax rate in the relevant country. Deferred tax assets are recognised if it is probable that they will be realised. The probability of the realisation is impacted by uncertainties regarding the realisation of such benefits, for example as a result of the expiration of tax losses carried forward and projected future taxable income.
\nAs a result, PostNL has not recognised \u20ac23 million (2022: \u20ac21 million) of the potential future tax benefits and has recorded deferred tax assets of \u20ac5 million at 31 December 2023 (2022: \u20ac7 million).
\nThe expiration of total accumulated losses is as follows:
2024: \u20ac3 million
2025: \u20ac2 million
2026: \u20ac0 million
2027: \u20ac1 million
2028 and thereafter: \u20ac5 million, and
Indefinite: \u20ac96 million.
The following table shows the accumulated losses and tax credits per jurisdiction as well as the corresponding gross deferred tax assets.
\nCountry | Losses carry forward | Tax credits and other | Losses carry forward | Tax credits and other |
|---|---|---|---|---|
Netherlands | 24 | 0 | 6 | 0 |
Belgium | 33 | 0 | 8 | 0 |
France | 14 | 0 | 4 | 0 |
Germany | 25 | 0 | 8 | 0 |
Italy | 0 | 0 | 0 | 0 |
Great Britain | 1 | 0 | 0 | 0 |
Switzerland | 3 | 0 | 1 | 0 |
Spain | 1 | 0 | 0 | 0 |
Hungary | 0 | 0 | 0 | 0 |
Czech Republic | 1 | 0 | 0 | 0 |
Poland | 0 | 0 | 0 | 0 |
Russian Federation | 0 | 0 | 0 | 0 |
United States | 0 | 0 | 0 | 0 |
Canada | 5 | 0 | 1 | 0 |
Hong Kong | 0 | 0 | 0 | 0 |
Singapore | 0 | 0 | 0 | 0 |
Total | 107 | 0 | 28 | 0 |
The table below shows the movements in deferred taxes in 2022:
\n| \u00a0 | Net balance 1 January 2022 | Changes via income statement | Changes via OCI | Other changes | Net balance 31 December 2022 | Assets | Liabilities |
|---|---|---|---|---|---|---|---|
Provisions | 4 | 377 | (374) | \u00a0 | 7 | 7 | - |
Intangible assets | (35) | (9) | \u00a0 | \u00a0 | (45) | 4 | 48 |
Property, plant and equipment | (48) | 2 | \u00a0 | \u00a0 | (46) | 3 | 49 |
Leases | 9 | (1) | \u00a0 | \u00a0 | 8 | 75 | 67 |
Losses carried forward | 10 | (3) | \u00a0 | \u00a0 | 7 | 7 | 0 |
Other | 34 | (0) | (1) | 3 | 36 | 38 | 1 |
Deferred tax assets/liabilities | (26) | 365 | (375) | 3 | (32) | 134 | 166 |
Offsetting | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (125) | (125) |
Net deferred taxes | (26) | 365 | (375) | 3 | (32) | 9 | 40 |
Deferred tax assets and liabilities arising from temporary differences between the carrying amounts of assets and liabilities and the tax base of assets and liabilities are calculated using the substantively enacted tax rates expected to apply when they are realised or settled. Deferred tax assets are recognised if it is probable that they will be realised. At the end of each reporting period the amounts of deferred tax assets and the amounts of unrecognised deferred tax assets are reassessed. Deferred tax assets and liabilities within the same tax group, where a legally enforceable right to offset exists, are presented net in the balance sheet.
Non-current assets (or disposal groups) are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. They are stated at the lower of the carrying amount and fair value less costs to sell. Assets held for sale are no longer amortised or depreciated from the date they are classified as such. Accounting for assets classified as held for sale requires the use of assumptions and estimates. In line with IFRS 5, management assessed compliance with these statements and the assumptions used in the fair value calculations as well as the estimated costs to sell.
\nFor the accounting policy concerning impairments, reference is made to note 5.4.
Commitments are probable obligations that arise from past events whose existence will only be confirmed by the occurrence (or non-occurrence) of one or more probable future events.
\nContingencies are possible obligations (contingent liabilities) or possible assets (contingent assets) that arise from past events whose existence will only be confirmed by the occurrence (or non-occurrence) of one or more uncertain future events, not wholly within the control of the entity.
At 31 December | 2022 | 2023 |
|---|---|---|
Short-term leases and leases of low-value assets | 5 | 3 |
Leases, not commenced | 29 | 7 |
Capital expenditure | 68 | 15 |
Purchase commitments | 138 | 101 |
Other commitments | 10 | 22 |
As at 31 December 2023, \u20ac93 million of the commitments indicated above are of a short-term nature (2022: \u20ac154 million).
\nIn 2023, short-term leases mainly consisted of leases of depots in Mail in the Netherlands. Leases of low-value assets were mainly related to the lease of scooters.
\nAs at 31 December 2023, commitments in connection with leases not commenced amounted to \u20ac7 million (2022: \u20ac29 million, including commitments related to a new sorting centre within Parcels). These commitments related mainly to new leases of vans and cars.
\nAs at 31 December 2023, commitments in connection with capital expenditure amounted to \u20ac15 million (2022: \u20ac68 million) and were related to property, plant and equipment. These commitments primarily related to the new sorting centres of Parcels.
\nAs at 31 December 2023, PostNL had unconditional purchase commitments of \u20ac101 million (2022: \u20ac138 million), primarily related to various service and maintenance contracts for information technology, security, salary registration and cleaning.
\nAs at 31 December 2023, other commitments related to parking lots and social/community investments.
\nMultinational groups of the size of PostNL are exposed to varying degrees of uncertainty related to their tax planning, their (changes in) transfer pricing models, regulatory reviews and tax audits, fuelled by tax regulations and relevant practices in the countries where PostNL operates being subject to change. PostNL accounts for its (income) taxes on the basis of its own internal analyses, if needed, supported by external advice. PostNL continually monitors its global tax position, and whenever uncertainties arise, assesses the potential consequences and either records the receivable, discloses a contingent asset, accrues the liability or discloses a contingent liability in its financial statements, depending on the strength of the company\u2019s position and the resulting chance of income or risk of loss.
\nAs at 31 December 2023, PostNL, on behalf of its subsidiaries, had various bank and insurance guarantees outstanding. None resulted in an off-balance sheet commitment for the Group.
\nThe company is involved in several legal proceedings relating to the normal conduct of its business, such as claims for loss of goods, delays in delivery, trademark infringements, contracting and employment issues, and general liability. The majority of these claims are for amounts below \u20ac1 million and are insured and/or provided for. PostNL does not expect any liability arising from any of these legal proceedings to have a material impact.
\nAs a specific contingent legal liability, the Belgian labour inspectorate in 2021\u00a0filed several criminal cases against (among others) PostNL Belgium regarding alleged breaches of applicable social laws and regulations of delivery partners. \u00a0PostNL has been subpoenaed for alleged false self-employment, illegal postings of employees and as an alleged accomplice for not paying the connected social contributions.\u00a0The expected final court session in the criminal cases will take place in Q2 2024, followed by a judgement. In 2022, the investigative judge initiated a criminal investigation into PostNL, which has not yet been finalised.\u00a0
\nThe company is also involved in other regulatory proceedings. While it is not feasible to predict or determine the ultimate outcome of these proceedings, the company is of the opinion that they may have an impact on the company\u2019s financial position, result of operations and cash flows going forward. The company has made provisions for probable liabilities where deemed necessary and to the extent a reliable estimate of the future cash outflows can be made.
\nFollowing the demerger of Express, PostNL and TNT Express entered into a separation agreement, which remained valid despite the sale of the shares in TNT Express under the public offer by FedEx in May 2016. The separation agreement creates certain rights and obligations for both PostNL and TNT Express after the demerger. Relevant aspects relate to litigation, such as claims and litigation handling, non-allocated and non-anticipated claims and release of provisions. As at 31 December 2023, no events had occurred that triggered disclosure of a significant contingent asset or liability following the aforementioned agreement with TNT Express.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCommitmentsAndContingentLiabilitiesExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-448": { "value": "\nCommitments are probable obligations that arise from past events whose existence will only be confirmed by the occurrence (or non-occurrence) of one or more probable future events.
\nContingencies are possible obligations (contingent liabilities) or possible assets (contingent assets) that arise from past events whose existence will only be confirmed by the occurrence (or non-occurrence) of one or more uncertain future events, not wholly within the control of the entity.
PostNL distinguishes the following categories of financial assets and liabilities:
\u25cf Financial assets and liabilities at fair value through profit or loss
\u25cf Financial assets and liabilities measured at amortised costs
\u25cf Financial assets at fair value through other comprehensive income.
Management determines the classification of PostNL\u2019s financial assets and liabilities at initial recognition.
\nPostNL uses derivative financial instruments, such as forward currency contracts, interest rate swaps to hedge its foreign currency risks and interest rate risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value.
\nThe change in the fair value of a hedging instrument is recognised in the statement of profit or loss as financial income or expense.
\nCash flow hedges (hedges of a particular risk associated with a recognised asset or liability or a highly probable forecasted transaction).
\nAt the inception of a hedge relationship, PostNL formally designates and documents the hedge relationship to which it wants to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. For all cash flow hedges, PostNL wants to apply hedge accounting.
\nThe effective portion of the change in the fair value of the hedging instrument is recognised in OCI in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the statement of profit or loss. The cash flow hedge reserve is adjusted to the lower of the cumulative gain or loss on the hedging instrument and the cumulative change in fair value of the hedged item.
\nAmounts accumulated in OCI are recycled in the income statement in the periods when the hedged item will affect profit and loss (for example, when the forecast sale that is hedged takes place). However, when the forecast transaction that is hedged results in the recognition of a non-financial asset, the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the asset or liability.
\nWhen a hedging instrument expires or is sold, or when the hedge no longer meets the criteria for hedge accounting, any cumulative gains or losses existing in equity at that time remain in equity until the underlying transaction is ultimately recognised in the income statement. When an underlying transaction is no longer expected to occur, the cumulative gains or losses that were reported in equity are immediately transferred to the income statement.
\nFair value measurement is based on the following fair value measurement hierarchy:
\u25cf 1) Quoted prices (unadjusted) in active markets
\u25cf 2) Inputs other than quoted prices that are observable either directly (prices) or indirectly (derived from quoted prices)
\u25cf 3) Inputs not based on observable market data. Valuation techniques used include the use of recent arm\u2019s-length transactions, reference to other instruments that are substantially the same, statutory/management reports and discounted cash flow analysis.
A financial asset is measured at amortised cost if both of the following conditions are met:
\u25cf The asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and
\u25cf The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
All financial liabilities are measured at amortised cost, except for financial liabilities at fair value through profit or loss. Financial liabilities are recognised initially at fair value net of transaction costs incurred and are subsequently stated at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the financial liability using the effective interest method.
\nPostNL's equity investments are classified as equity instruments designated at fair value through OCI. Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as financial income in the statement of profit or loss when the right of payment has been established, except when PostNL benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment.
As at 31 December 2023, long-term interest-bearing assets of \u20ac15 million (2022: \u20ac17 million) mainly included a lessor loan of \u20ac13 million (2022: \u20ac16 million) relating to the finance lease of a sorting machine by Bol.com. The expected credit loss amounts to \u20ac0 million.
", "dimensions": { "concept": "ifrs-full:DisclosureOfLoansAndAdvancesToCustomersExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-454": { "value": "\nAt 31 December | Nominal amount | Average amount | Effective interest rate |
|---|---|---|---|
Cash at bank and in hand | 127 | \u00a0 | \u00a0 |
Bank deposits | 205 | 107 | 0.39% |
Money Market Funds | 224 | 281 | (0.22%) |
Total cash and cash equivalents 2022 | 556 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Cash at bank and in hand | 204 | \u00a0 | \u00a0 |
Bank deposits | 80 | 160 | 3.0% |
Money Market Funds | 234 | 218 | 3.2% |
Total cash and cash equivalents 2023 | 518 | \u00a0 | \u00a0 |
As at 31 December 2023, included in cash and cash equivalents was \u20ac0 million (2022: \u20ac0 million) of restricted cash. The fair value of cash and cash equivalents approximated the carrying value.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCashAndCashEquivalentsExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-455": { "value": "\nAs at 31 December 2023, the total of debt-related liabilities consisted of long-term debt of \u20ac612 million (2022: \u20ac980 million) and short-term debt of \u20ac447 million (2022: \u20ac96 million).
\n| \u00a0 | Eurobonds | Lease liabilities | Other loans | Total |
|---|---|---|---|---|
2024 | 353 | 80 | 15 | 447 |
2025 | 0 | 66 | 10 | 76 |
2026 | 299 | 52 | 10 | 360 |
Thereafter | 0 | 122 | 54 | 176 |
Total borrowings | 651 | 320 | 88 | 1,059 |
Of which included in long-term debt | 299 | 240 | 73 | 612 |
Of which included in short-term debt | 353 | 80 | 15 | 447 |
In 2023, the other loans of \u20ac88 million included the liability of future (legal) lease payments for land, buildings and machinery of four Parcels' sorting centres and sorting machines with an effective interest rate of 1.3% up until 3.9% and a short-term pre-lease financing with an interest rate of Euribor +0.4%.
\nThe following table presents the cash and the non-cash changes in debt during 2023.
\n| \u00a0 | Eurobonds | Lease liabilities | Other loans | Total |
|---|---|---|---|---|
Balance at 1 January 2023 | 697 | 331 | 48 | 1,076 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Proceeds | \u00a0 | \u00a0 | 19 | 19 |
Repayments/lease-incentives | (47) | (81) | (4) | (132) |
Total cash movements | (47) | (81) | 15 | (113) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
New leases | \u00a0 | 61 | \u00a0 | 61 |
Lease modifications/reassessments | \u00a0 | 10 | \u00a0 | 10 |
Disposal of leases | \u00a0 | (1) | \u00a0 | (1) |
Pre-financing related to building of NLI/sorter | \u00a0 | \u00a0 | 25 | 25 |
Commencement of SPV financing | \u00a0 | \u00a0 | 37 | 37 |
Settlement of pre-financing | \u00a0 | \u00a0 | (37) | (37) |
Amortisation | 1 | \u00a0 | \u00a0 | 1 |
Total non-cash movements | 1 | 70 | 25 | 96 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Balance at 31 December 2023 | 651 | 319 | 88 | 1,059 |
In 2023, the \u20ac25 million (2022: \u20ac16 million) non-cash movement relates to the financing of lease contracts by an entity especially set up for this purpose by a third party (SPV). The financing was established via a pre-financing during the building phase. The pre-financing was performed via a specific revolving credit facility. In 2023, at the time of the related sale and lease back transactions, an amount of \u20ac37 million of pre-financing was replaced by financing from the SPV. At 31 December 2023, the remaining pre-financing balance amounted to \u20ac4 million.
\nRefer to note 4.5 for more details on the current outstanding eurobonds.
\nThe following table presents the cash and the non-cash changes in debt during 2022.
\n| \u00a0 | Eurobonds | Lease liabilities | Other loans | Total |
|---|---|---|---|---|
Balance at 1 January 2022 | 697 | 333 | 36 | 1,066 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Proceeds | \u00a0 | \u00a0 | 0 | 0 |
Repayments | \u00a0 | (74) | (4) | (78) |
Total cash movements | 0 | (74) | (4) | (78) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
New leases | \u00a0 | 58 | \u00a0 | 58 |
Lease modifications/reassessments | \u00a0 | 13 | \u00a0 | 13 |
Pre-financing related to building of NLI/sorter | \u00a0 | \u00a0 | 16 | 16 |
Amortisation | 1 | \u00a0 | \u00a0 | 1 |
Total non-cash movements | 1 | 71 | 16 | 88 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Balance at 31 December 2022 | 697 | 331 | 48 | 1,076 |
The following table presents the changes in the carrying value of the financial assets at fair value through OCI.
\n| \u00a0 | 2022 | 2023 |
|---|---|---|
Balance at 1 January | 28 | 20 |
Additions | 1 | 2 |
Remeasurement recognised in OCI | (8) | (6) |
Repayment of our stake in Endeit | (2) | (0) |
Balance at 31 December | 20 | 16 |
As at 31 December 2023, the investments in financial assets at fair value through OCI related to investments in equity shares of non-listed companies. PostNL holds non-controlling interests in Whistl Group Holdings Limited, Endeit Fund II Coo\u0308peratief U.A., Endeit Fund III Coo\u0308peratief U.A., Clean Clothes B.V. and Machool Technologies Inc. The assessment of fair value is based on key performance indicators included in related management and statutory reports and derived from the expected development of business and financial performance and external valuation insights, if available. In 2023, the fair value remeasurement of \u20ac6 million mainly related to our stake in Whistl.
\nIn line with IFRS 9 and IFRS 13, the following categories of financial assets and financial liabilities can be distinguished.
\nAt 31 December | Notes | Input information level (IFRS13) | Loans and receivables | Derivatives used for hedging | Financial assets at fair value through OCI | Total |
|---|---|---|---|---|---|---|
Other loans receivable | \u00a0 | level 2 | 17 | \u00a0 | \u00a0 | 17 |
Other financial fixed assets | \u00a0 | level 3 | \u00a0 | \u00a0 | 20 | 20 |
Accounts receivable | level 2 | 382 | \u00a0 | \u00a0 | 382 | |
Derivatives1 | \u00a0 | level 2 | \u00a0 | 5 | \u00a0 | 5 |
Cash and cash equivalents | \u00a0 | 556 | \u00a0 | \u00a0 | 556 | |
Total assets balance sheet 2022 | \u00a0 | \u00a0 | 955 | 5 | 20 | 980 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Other loans receivable | \u00a0 | level 2 | 15 | \u00a0 | \u00a0 | 15 |
Other financial fixed assets | \u00a0 | level 3 | \u00a0 | \u00a0 | 16 | 16 |
Accounts receivable | level 2 | 333 | \u00a0 | \u00a0 | 333 | |
Derivatives1 | \u00a0 | level 2 | \u00a0 | 1 | \u00a0 | 1 |
Cash and cash equivalents | \u00a0 | 518 | \u00a0 | \u00a0 | 518 | |
Total assets balance sheet 2023 | \u00a0 | \u00a0 | 865 | 1 | 16 | 883 |
Fair value represents the price that would be received when selling an asset in an orderly transaction between willing market participants. For the level 3 financial assets at fair value through OCI, our valuations have been measured by using the market approach as per 31 December 2022 and 31 December 2023.
\nAt 31 December | Notes | Input information level (IFRS13) | Financial liabilities measured at amortised costs | Derivatives used for hedging | Total |
|---|---|---|---|---|---|
Long-term debt | level 1&21 | 725 | \u00a0 | 725 | |
Trade accounts payable | \u00a0 | level 22 | 182 | \u00a0 | 182 |
Short-term debt | level 22 | 21 | \u00a0 | 21 | |
Other current liabilities3 | level 22 | 52 | 3 | 55 | |
Total liabilities balance sheet 2022 | \u00a0 | \u00a0 | 979 | 3 | 982 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Long-term debt | level 1&21 | 372 | \u00a0 | 372 | |
Trade accounts payable | \u00a0 | level 22 | 210 | \u00a0 | 210 |
Short-term debt | level 1&21 | 368 | \u00a0 | 368 | |
Other current liabilities3 | level 22 | 51 | 9 | 60 | |
Total liabilities balance sheet 2023 | \u00a0 | \u00a0 | 1,001 | 9 | 1,010 |
All financial instruments are reported on a gross basis per instrument. Netting of financial instruments per contractual counterparty will not have a material impact on the outstanding balances.
\nFor the details on the outstanding eurobonds, see the table below.
\nAt 31 December | Nominal | Costs/discount to be amortised | Carrying | Fair |
|---|---|---|---|---|
1.000% eurobond 2024 | 400 | 1 | 399 | 380 |
0.625% eurobond 2026 | 300 | 2 | 298 | 267 |
Total outstanding eurobonds 2022 | 700 | 3 | 697 | 647 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
1.000% eurobond 2024 | 353 | 0 | 353 | 344 |
0.625% eurobond 2026 | 300 | 1 | 299 | 278 |
Total outstanding eurobonds 2023 | 653 | 2 | 651 | 622 |
For the details on the outstanding leases, see the table below.
\nAt 31 December | Nominal | Fixed/floating interest | Carrying | Fair value |
|---|---|---|---|---|
Total outstanding leases 2022 | 331 | fixed | 331 | 331 |
Total outstanding leases 2023 | 320 | fixed | 320 | 320 |
For the details on the outstanding foreign exchange contracts, see the table below.
\nAt 31 December | Carrying value | Fair value | Nominal value | Hedge | Amount in equity |
|---|---|---|---|---|---|
Asset | 1 | 1 | 76 | balance sheet/cashflow | 1 |
Liability | 3 | 3 | 141 | balance sheet/cashflow | (2) |
Foreign exchange contracts 2022 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Asset | 1 | 1 | 92 | balance sheet/cashflow | 1 |
Liability | 2 | 2 | 110 | balance sheet/cashflow | (2) |
Foreign exchange contracts 2023 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
The fair value of these outstanding foreign exchange hedges is recorded as a current asset in \u2018prepayments and accrued income\u2019 or as a current liability in \u2018other current liabilities\u2019 and includes credit valuation adjustments.
\nIn 2023, the total ineffective portion on all derivatives recognised in the income statement that arises from the use of fair value and cash flow hedges amounted to \u20ac0 million (2022: \u20ac0 million).
\nFor the details on the outstanding interest rate swaps, see the table below.
\nAt 31 December | Carrying value | Fair value | Nominal value | Hedge | Amount in equity |
|---|---|---|---|---|---|
Interest rate swaps 2022 | 4 | 4 | 51 | balance sheet/cashflow | 3 |
Interest rate swaps 2023 | (6) | (6) | 229 | balance sheet/cashflow | (5) |
The fair value of these outstanding interest rate swaps is recorded as a current asset in \u2018prepayments and accrued income\u2019 or as a current liability in \u2018other current liabilities\u2019 and includes credit valuation adjustments.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-457": { "value": "\nCapital management is focused on the following components of the current capital structure:
Targeting a leverage ratio (adjusted net debt/EBITDA) not exceeding 2.0 (outcome 2023: 1.7)
Structural availability of \u20ac100 million to \u20ac200 million of undrawn committed facilities out of our revolving credit facility (reference is made to note 4.4)
Structural funding via a combination of public and bank debt, with a risk-weighted mix of fixed and floating interest
Cash pooling systems that ensure optimal cash requirements for the PostNL Group by facilitating centralised funding and surplus cash concentration at group level
Tax-optimal internal and external funding focused on optimising the cost of capital for PostNL, within boundaries that are sustainable on a long-term basis.
PostNL\u2019s activities expose the company to a variety of financial risks, such as interest rate risk, foreign currency exchange risk, commodity risk, credit risk and liquidity risk. All these risks arise in the normal course of business and PostNL therefore uses various techniques and financial derivatives to mitigate them.
\nThe following analyses provides quantitative information regarding PostNL\u2019s exposure to the financial risks described above. There are certain limitations and simplifications inherent in the analyses presented, primarily due to the assumption that rates change in a parallel fashion and instantaneously. At the same time, for example, the impact of changes in interest on foreign exchange exposures and vice versa is ignored. In addition, the analyses are unable to reflect the complex market reactions that would normally arise from the market shifts assumed.
\nPostNL uses derivative financial instruments solely for the purpose of hedging currency, commodity and interest exposures. The company enters into contracts related to derivative financial instruments for periods commensurate with its underlying exposures and does not take positions independent of these exposures. None of these financial instruments are leveraged or used for trading purposes or to take speculative positions.
\nFinancial risk management is carried out by Group Treasury under policies approved by the Board of Management. Group Treasury identifies, evaluates and hedges financial risks and exposures in close cooperation with operating units. The Board of Management provides written principles for overall risk management, as well as written policies covering the financial risks. Periodic reporting on financial risks is embedded in the overall risk framework and is provided to the Board of Management in a structural way.
\nGroup Treasury matches and manages the intragroup and external financial exposures. Although the company generally enters into hedging arrangements and other contracts to reduce its exposures, these measures may be inadequate or may subject the company to increased operating or financing costs.
\nPostNL actively manages its balance sheet and identifies interest rate risk associated with its financial assets and borrowings. Virtually all borrowings are at fixed rates, a movement in the rate will therefore only affect the cost base per the moment of fixing the rate of the debt instrument. The term of the lease debt is in line with market practice for the underlying assets. The Eurobonds\u00a0were\u00a0agreed with a seven year maturity.\u00a0PostNL enters into hedging arrangements to mitigate the interest exposure, at the moment the execution of material lease and debt instruments becomes more certain. As at 31 December 2023, PostNL\u2019s gross interest-bearing borrowings, including lease obligations, totaled \u20ac1,059 million (2022: \u20ac1,076 million), all at fixed interest rates. Financial assets are, on average, of a short-term nature and are therefore more exposed to interest rate fluctuations.
\nAt 31 December 2023, if interest rates on borrowings and financial assets had been 1% higher with other variables held constant, the profit before income tax would have been \u20ac5 million higher (2022: \u20ac6 million). The potential profit increase is entirely attributable to interest income on the cash and cash equivalents. Equity would be positively affected by \u20ac15 million (2022: \u20ac6 million), mainly due to the interest income on cash and cash equivalents and the cash flow hedge impact on equity of the outstanding interest rate swaps mitigating the refinancing interest rate risk.
\nPostNL has international operations that generate foreign currency exchange risks arising from future commercial transactions, recognised assets and liabilities, investments and divestments in foreign currencies other than functional currencies of the respective business units of PostNL, irrespective of whether it is the euro (PostNL\u2019s functional and reporting currency) or another functional currency. For accounting purposes the European Central Bank is used as the source.
\nThe main currencies of PostNL\u2019s external hedges are the British pound, Hong Kong dollar and US dollar.
\nThe Board of Management has set a policy requiring group companies to manage their foreign exchange risk against the functional currency. Group companies are required to hedge material exposures via the use of foreign exchange derivatives with Group Treasury, whereby a financing company operated by Group Treasury trades these foreign exchange derivatives with external banks. As at 31 December 2023, PostNL had no net investment hedges outstanding. Significant acquisitions and local debt are usually funded in the currency of the underlying assets.
\nAs at 31 December 2023, if the euro had weakened 10% against the British pound, the Hong Kong dollar and the US dollar with all other variables held constant, the profit before income taxes on the foreign exchange exposure on financial instruments would have been \u20ac0 million lower/higher (2022: \u20ac0 million). In 2023, the net income sensitivity to movements in euro/pound sterling, euro/HK dollar and euro/US dollar exchange rates is negligible and did not change compared to 2022. Equity would have been positively impacted by \u20ac2 million (2022: \u20ac2 million), all related to the move in the hedge reserve.
\nDuring 2023 it was agreed that a group company was exposed to potential price fluctuations on LNG. The group company is required to hedge its commodity risk with Group Treasury. Group Treasury trades these commodity derivatives with external banks. As at 31 December 2023, PostNL had LNG hedges outstanding for a total volume of 16.200 MwH. The exposure on LNG relates to a limited number of trucks running on LNG.
\nAs at 31 December 2023, if the LNG price would increase with \u20ac10 per MwH, with all other variables constant, the profit before income taxes on the commodity exposure on financial instruments would have been \u20ac0m. Equity would have been positively impacted by \u20ac0m, all related to the move in the hedge reserve.
\nCredit risk represents the potential losses that the company would incur if counterparties are unable to fulfil the terms of underlying agreements. Credit risk arises from cash and cash equivalents, derivatives and deposits with banks and financial institutions as well as credit exposures relating to customers. The credit risk exposure is minimised by only transacting with financial institutions, ensuring established credit guidelines are met and by managing its customer portfolio.
\nThe top 10 trade accounts receivable accounted for 19% of outstanding trade receivables as at 31 December 2023.
\nPrudent liquidity risk management implies maintaining sufficient cash, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, PostNL attempts to maintain flexibility in funding by keeping a committed multi-currency revolving credit facility of \u20ac200 million, which expires in 2028 available.
\nAs at 31 December 2023, the company\u2019s current assets and current liabilities amounted \u20ac943 and \u20ac1,280 million respectively. The current assets contained \u20ac518 million of cash and cash equivalents. This position does not contain any restricted cash. Included in the current liabilities is an upcoming eurobond repayment of nominal \u20ac353 million due in November 2024. Based on its ability to realise its assets and its proven cash flow-generating capability, the company expects to be able to discharge its liabilities in the normal course of business. Should the need arise, the company has (re)financing options available, backed by its committed credit facility of \u20ac200 million and an investment grade credit rating.
\nA downgrade in PostNL\u2019s credit rating may negatively affect its ability to obtain funds from financial institutions and banks and increase the interest rates at which the company is able to refinance existing debt or incur new debt. The terms and conditions of PostNL\u2019s material long-term and short-term debts, as well as its material drawn, or undrawn credit facilities do not include any financial covenants. There are no obligations to accelerate repayments of these material debts and committed facilities in the event of a credit rating downgrade.
\nAt 31 December 2023, the \u20ac200 million committed credit facility (maturity date: December 2028) was undrawn (2022: undrawn).
\nThe following table analyses PostNL\u2019s financial liabilities, categorising them into relevant maturity groupings based on the remaining period on the balance sheet to the contractual maturity date. The outgoing flows disclosed in the table are the contractual undiscounted cash flows that contain the redemptions and interest payments.
\nAt 31 December | Less than | Between 1 and 3 years | Thereafter | Book value |
|---|---|---|---|---|
Eurobonds | 6 | 408 | 302 | 697 |
Leases | 83 | 128 | 151 | 331 |
Other loans | 21 | 9 | 20 | 48 |
Foreign exchange contracts - outgoing | 217 | \u00a0 | \u00a0 | 1 |
Trade accounts payable | 182 | \u00a0 | \u00a0 | 182 |
Other current liabilities | 54 | \u00a0 | \u00a0 | 54 |
Total outgoing flows | 563 | 545 | 473 | 1,313 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Foreign exchange contracts - incoming | 217 | \u00a0 | \u00a0 | \u00a0 |
Total mitigation via incoming flows | 217 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total liquidity risk 2022 | 346 | 545 | 473 | 1,313 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Eurobonds | 358 | 304 | \u00a0 | 651 |
Leases | 88 | 128 | 132 | 320 |
Other loans | 18 | 25 | 61 | 88 |
Foreign exchange contracts - outgoing | 201 | \u00a0 | \u00a0 | 2 |
Trade accounts payable | 210 | \u00a0 | \u00a0 | 210 |
Other current liabilities | 58 | \u00a0 | \u00a0 | 58 |
Total outgoing flows | 934 | 457 | 193 | 1,330 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Foreign exchange contracts - incoming | 201 | \u00a0 | \u00a0 | \u00a0 |
Total mitigation via incoming flows | 201 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total liquidity risk 2023 | 733 | 457 | 193 | 1,330 |
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
\nWhere any group company purchases PostNL\u2019s equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes), is deducted from equity until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, are included in equity.
Since 4 August 2011, the company\u2019s authorised share capital amounts to \u20ac120 million, divided into 750,000,000 ordinary shares and 750,000,000 preference shares B, both of \u20ac0.08 nominal value each.
\nThe ordinary shares are in deposit or registered form. Deposit shares are represented by a global note held by the Dutch clearing system Euroclear Netherlands and are transferable through Euroclear Netherlands\u2019 book entry system. Ordinary shares in registered form are transferred by means of a deed of transfer and PostNL\u2019s written acknowledgement of the transfer. PostNL does not have share certificates for ordinary shares represented by the global note. The preference shares B are in registered form.
\nAt 31 December 2023, the company's issued share capital amounted to \u20ac40 million (2022: \u20ac39 million). The number of authorised, issued and outstanding shares by class of share is as presented in the following table.
\nIn 2022, PostNL repurchased 51 million ordinary shares under the first tranche of the share buyback programme. Out of the 51 million shares, 16,358,973 shares were used for the payment of the 2021 final dividend in stock, 7,868,569 shares were used for the payment of the 2022 interim dividend in stock and 1,051,073 shares were used for the settlement of PostNL\u2019s equity-settled share plans. The remaining 25,721,385 shares were cancelled on 22 November 2022. In 2023, no shares were repurchased.
\nFor all equity-settled share plans, PostNL intends to perform the settlement by issuing new shares or assigning repurchased shares to 'Stichting Managementparticipatie PostNL' (Foundation Management Participation PostNL). In 2023, the company issued 1,274,710 ordinary shares (2022: 0 shares) under its incentive schemes to 'Stichting Managementparticipatie PostNL' (Foundation Management Participation PostNL), and assigned 0 repurchased ordinary shares (2022: 1,051,073) under its incentive schemes to 'Stichting Managementparticipatie PostNL' (Foundation Management Participation PostNL). As at 31 December 2023, the company held no shares to cover its obligations under the existing share plans or for cancellation (2022: 0 shares).
\nBefore proposed appropriation of profit | 2022 | 2023 |
|---|---|---|
Authorised by class | \u00a0 | \u00a0 |
Ordinary shares | 750,000,000 | 750,000,000 |
Preference shares B | 750,000,000 | 750,000,000 |
Total authorised | 1,500,000,000 | 1,500,000,000 |
| \u00a0 | \u00a0 | \u00a0 |
Issued and outstanding | \u00a0 | \u00a0 |
Per 1 January of the reported year | 513,252,013 | 487,530,628 |
Cancellation of repurchased shares | (25,721,385) | \u00a0 |
Issued for stock dividend | 0 | 5,401,910 |
Issued under its incentive schemes | 0 | 1,274,710 |
Per 31 December of the reported year | 487,530,628 | 494,207,248 |
| \u00a0 | \u00a0 | \u00a0 |
Issued and outstanding per 31 December by class | \u00a0 | \u00a0 |
Ordinary shares | 487,530,628 | 494,207,248 |
of which held by the company to cover share plans | 0 | 0 |
of which a foundation incorporated by the company only holds the legal title | 2,273,128 | 2,518,876 |
Preference shares B | 0 | 0 |
For administration and compliance purposes, since May 2013 all shares belonging to PostNL employees under PostNL incentive schemes are held by Stichting Managementparticipatie PostNL (Foundation Management Participation PostNL). These shares are held on an omnibus securities account with ABN AMRO Bank, the Netherlands. Foundation Management Participation PostNL legally owns the shares, while the beneficial ownership of the shares is vested in the employees, who are also entitled to dividend received by Foundation Management Participation PostNL on their behalf. At 31 December 2023, the number of PostNL shares involved amounted to 2,518,876 shares (2022: 2,273,128 shares) with a nominal value of \u20ac0.08 per share.
\nStichting Continuiteit PostNL (Foundation Continuity PostNL) was formed to safeguard the interests of PostNL, the undertaking connected with PostNL and all parties involved. It does this by, among other things, preventing any influences that could threaten PostNL\u2019s continuity, independence and identity, as far as possible. Foundation Continuity PostNL is an independent legal entity and is not owned or controlled by PostNL or any other legal person.
\nPostNL\u2019s articles of association provide for protective preference shares B that can be issued to Foundation Continuity PostNL to serve these interests. The preference shares B have a nominal value of \u20ac0.08 and have the same voting rights as PostNL\u2019s ordinary shares.
\nPostNL and Foundation Continuity PostNL have entered into a call option agreement, which enables Foundation Continuity PostNL to acquire a number of preference shares B not exceeding the total issued amount of shares minus one and minus any shares already issued to Foundation Continuity PostNL. The call option agreement is meant as a preventive countermeasure against influences that might threaten the continuity, independence and identity of the company. Preference shares B will be outstanding no longer than is strictly necessary. At 31 December 2023, no preference shares B had been issued.
\nAt 31 December 2023, additional paid-in capital of \u20ac165 million (2022: \u20ac163 million) is fully exempt for Dutch tax purposes to the extent that this has been paid in by shareholders of the company.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIssuedCapitalExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-461": { "value": "\nOrdinary shares are classified as equity. Incremental costs directly attributable to the issuance of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
\nWhere any group company purchases PostNL\u2019s equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes), is deducted from equity until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, are included in equity.
Equity-settled share-based compensation plans
PostNL operates a number of equity-settled share-based compensation plans, under which the employees receive (conditional) shares of the group for services rendered. The fair value of the employee services received, as measured at the grant date in exchange for the grant of the shares, is recognised as an expense, with a corresponding increase in equity.
Non-market performance and service conditions are included in assumptions about the number of (conditional) shares that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all the specified vesting conditions are to be satisfied. In addition, for some share-based compensation plans, employees provide services in advance of the grant date and therefore the grant date fair value is estimated for the purposes of recognising the expense between service commencement date and grant date. At the end of each reporting period, the group revises its estimates of the number of shares that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.
Total remuneration of the Supervisory Board in 2023 amounted to \u20ac410,500 (2022: \u20ac357,937). For details see the 'Remuneration report'.
\nThe members of the Supervisory Board receive no compensation related to performance and/or equity and accrue no pension rights with the company. The members of the Supervisory Board receive no severance payments in the event of termination. PostNL does not grant loans, including mortgage loans, advance payments, guarantees and options or shares to any member of the Supervisory Board.
\nIn 2023, the total remuneration based on IFRS of the Board of Management amounted to \u20ac2,087,877 (2022: \u20ac2,057,994). The following table presents total remuneration of the Board of Management:
\n| \u00a0 | \u00a0 | Base salary1 | Other benefits2 | Pension costs3 | One year variable | Multi-year variable | Total remuneration |
|---|---|---|---|---|---|---|---|
Herna Verhagen - CEO | 2023 | 696,630 | 193,394 | 45,447 | 104,495 | 149,698 | 1,189,664 |
2022 | 679,639 | 188,717 | 45,565 | - | 263,564 | 1,177,485 | |
Pim Berendsen - CFO | 2023 | 529,439 | 133,665 | 41,920 | 79,416 | 113,774 | 898,214 |
2022 | 516,526 | 118,078 | 45,594 | - | 200,311 | 880,509 |
The base salaries for both members of the Board of Management were increased by 2.5% in 2023 compared to 2022 in line with the remuneration policy.
\nPostNL accounts for the short-term incentive on the basis of the performance of the year reported. In 2023, an amount of \u20ac183,910 was accrued for. In accordance with the remuneration policy, this amount will be paid in cash in 2024. In 2023, no amount was paid out as targets were not achieved in 2022.
\nIn 2023, the total share-based payment costs relating to the long-term incentive performance share plan for the members of the Board of Management amounted to \u20ac263,472 (2022: \u20ac463,875).
\nThe members of the Board of Management are awarded a long-term incentive, which represents a maximum potential reward of 37.5% of the annual base salary in the form of a performance share plan. The characteristics of this performance share plan are:
It is a conditional equity-settled share plan based on a three-year performance period
Each year shares are conditionally allocated to members of the Board of Management
Aconditional dividend equivalent is added to the conditional shares equal to the dividend rights of ordinary shares
The conditional shares and their conditional dividend equivalents will vest after a performance period of three years
Vesting is subject to the achievement of targets set on each of the long-term performance measures supportive to the attainment of PostNL\u2019s strategy
If a member of the Board of Management leaves the company during the performance period due to circumstances involving fraud or gross misbehaviour, any accrued rights on the long-term incentive plan will terminate and become void
If a member of the Board of Management leaves the company due to other reasons, a pro rata performance and time-based vesting applies, unless decided otherwise by the Supervisory board.
In compliance with the Dutch Corporate Governance Code, following a three-year performance period, the holding period for vested shares expires two years thereafter or at termination of employment/service if this occurs earlier. For compliance reasons, a sale of shares may not occur within six months following the date of termination of the employment/service. Any sale of shares for the purpose of using the proceeds to pay for the tax due at vesting of these shares is exempted.
\nName of Director - position | Specification of plan | Number of shares held at 1 Jan 2023 | Number of shares granted during 20231 | Number of dividend shares2 | Number of shares settled during 2023 | Number of shares forfeited during 2023 | Net number of shares under a holding period at 31 Dec 2023 | Number of shares subject to a performance condition at 31 Dec 2023 |
|---|---|---|---|---|---|---|---|---|
Herna Verhagen - CEO | PSP 2023 | \u00a0 | 163,711 | 4,739 | \u00a0 | \u00a0 | \u00a0 | 168,450 |
| \u00a0 | PSP 2022 | 83,925 | \u00a0 | 3,484 | \u00a0 | \u00a0 | \u00a0 | 87,409 |
| \u00a0 | PSP 2021 | 65,051 | \u00a0 | 2,700 | \u00a0 | \u00a0 | \u00a0 | 67,751 |
| \u00a0 | PSP 2020 | 209,021 | \u00a0 | 2,552 | (211,573) | \u00a0 | 109,488 | \u00a0 |
| \u00a0 | PSP 2019 | 44,246 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | 44,246 | \u00a0 |
| \u00a0 | PSP 2018 | 30,687 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | Total shares | 432,930 | 163,711 | 13,475 | (211,573) | \u00a0 | 153,734 | 323,610 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Pim Berendsen - CFO | PSP 2023 | \u00a0 | 124,421 | 3,602 | \u00a0 | \u00a0 | \u00a0 | 128,023 |
| \u00a0 | PSP 2022 | 63,783 | \u00a0 | 2,648 | \u00a0 | \u00a0 | \u00a0 | 66,431 |
| \u00a0 | PSP 2021 | 49,440 | \u00a0 | 2,053 | \u00a0 | \u00a0 | \u00a0 | 51,493 |
| \u00a0 | PSP 2020 | 158,856 | \u00a0 | 1,939 | (160,795) | \u00a0 | 83,211 | \u00a0 |
| \u00a0 | PSP 2019 | 33,628 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | 33,628 | \u00a0 |
| \u00a0 | PSP 2018 | 23,322 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | Total shares | 329,029 | 124,421 | 10,242 | (160,795) | \u00a0 | 116,839 | 245,947 |
Total shares | \u00a0 | 761,959 | 288,132 | 23,717 | (372,368) | \u00a0 | 270,573 | 569,557 |
Specification of plan | Performance period | Grant date |
|---|---|---|
PSP 2023 | 01/01/2023-31/12/2025 | 11/05/2023 |
PSP 2022 | 01/01/2022-31/12/2024 | 12/05/2022 |
PSP 2021 | 01/01/2021-31/12/2023 | 14/05/2021 |
PSP 2020 | 01/01/2020-31/12/2022 | 06/05/2020 |
PSP 2019 | 01/01/2019-31/12/2021 | 10/05/2019 |
The vesting date is generally equal to grand date plus three years. Subsequently, a holding period of two years applies.
\nNote that the number of outstanding conditional shares does not represent the total number of shares held by each member of the Board of Management, which includes vested shares under PostNL's performance share plan and variable remuneration. Reference is made to chapter 15 Remuneration, section actual remuneration, tabel 'Shares held by Board of Management'.
\nIn 2023, an amount of \u20ac263,472 (2022: \u20ac463,875) was expensed for the cost of the performance shares of the Board of Management. The costs are determined by multiplying the number of granted performance shares by the fair value of such shares on the date of the grant (PSP 2023: \u20ac1.606 per share; PSP 2022: \u20ac2.817 per share; PSP 2021: \u20ac4.375 per share; PSP 2020: \u20ac1.341 per share) and by taking into account expected vesting percentages.
\nOther periodic compensation included company costs related to tax and social security, pension allowances, company car and other compensation.
\nThe pension costs consist of the pension contribution for the reported year (net of employee contributions) and risk premium for the net pension plan. The members of the Board of Management are participants in a collective defined contribution plan.
\nNo loans, advance payments or guarantees were granted to members of the Board of Management in 2023 (2022: nil).
\nThe short-term incentive for senior management represents a potential reward of a percentage of the annual base salary (the percentage depending on the job level), which is based on annual performance measures. Of the realised achievements, 50% is paid in cash and 50% is paid in PostNL shares in the following year. Shares will be granted unconditionally and will be delivered without restrictions or a restricted period, other than those defined in the PostNL insider trading policy.
\nThe 50% of the short-term incentive settled in shares is accounted for as an equity-settled share-based payment. The accrued share-based payment costs relating to this short-term incentive amounted to \u20ac1.2 million in 2023 (2022: \u20ac0.4 million). The realised amounts will be granted and paid in PostNL shares in 2024.
\nA select group of senior management is awarded a long-term incentive, which represents a potential reward of 37.5% of the annual base salary in the form of a performance share plan that contains three-year performance measures. The long-term incentive is part of the remuneration package for this select group of senior management. It is aimed particularly at aligning their interests with the long-term interests of the company and its shareholders.
\nThe performance share plan contains the same characteristics as the performance share plan of the Board of Management with the exception that there is no holding period applicable for senior management.
\nSpecification of plan | Number of shares held at 1 Jan 2023 | Number of shares granted during 20231 | Number of dividend shares2 | Number of shares settled during 2023 | Number of shares forfeited during 2023 | Number of shares outstanding at |
|---|---|---|---|---|---|---|
PSP 2023 | \u00a0 | 482,855 | 13,978 | \u00a0 | \u00a0 | 496,833 |
PSP 2022 | 235,838 | 185,654 | 15,166 | \u00a0 | \u00a0 | 436,658 |
PSP 2021 | 179,943 | 141,698 | 11,576 | \u00a0 | \u00a0 | 333,217 |
PSP 2020 | 499,937 | 30,664 | 6,105 | (496,653) | (40,053) | 0 |
Total shares | 915,718 | 840,871 | 46,825 | (496,653) | (40,053) | 1,266,708 |
In 2023, an amount of \u20ac644,212 (2022: \u20ac570,446) was expensed for the cost of the performance shares of senior management. The costs are determined by multiplying the number of granted performance shares by the fair value of such shares on the date of the grant (PSP 2023: \u20ac1.606 per share; PSP 2022: \u20ac2.817 per share; PSP 2021: \u20ac4.375 per share; PSP 2020: \u20ac1.341 per share) and by taking into account expected vesting percentages.
\nSince 2011, senior management have had the opportunity to participate, on a voluntary basis, in a bonus/matching plan. The company sees the bonus matching plan as part of the remuneration package for the members of senior management, particularly aimed at aligning their interests with the long-term interests of the company and shareholders. At the discretion of the Supervisory Board, grants are made on an annual basis in accordance with the bonus matching plan which has been approved by the Supervisory Board. The significant aspects of the plan are:
Bonus shares are purchased by the participant using 25% of the gross (cash) variable remuneration and delivered upon the grant of the right on matching shares
The number of bonus shares is calculated by dividing 25% of an individual\u2019s gross annual cash bonus relating to the preceding financial year by the share price on Euronext Amsterdam on the date the grant is made
The rights to matching shares are granted free of charge. The number of matching shares is equal to the number of bonus shares (equity settled scheme)
The matching rights vest three years after the delivery of the bonus shares
For each bonus share that is sold within three years, the associated right to one matching share lapses. If more than 50% of the bonus shares are sold within three years, the entire right to matching shares lapses with immediate effect
If a participant leaves the company for certain reasons (retirement, certain reorganisations, disability or death), the right to matching shares will vest immediately and he/she can exercise his/her right pro rata
A participant loses the right to exercise his/her right on matching shares when he/she leaves the company for reasons other than those mentioned
The exercise of the rights to matching shares is subject to the PostNL insiders trading policy.
\nSpecification of plan | Vesting period | Number of shares outstanding at 1 Jan 2023 | Number of shares granted during 2023 | Number of shares settled during 2023 | Number of shares forfeited during 2023 | Number of shares outstanding at 31 Dec 2023 |
|---|---|---|---|---|---|---|
Bonus matching 2023 | 11/05/2023-11/05/2026 | \u00a0 | 16,838 | (141) | (1,892) | 14,805 |
Bonus matching 2022 | 12/05/2022-12/05/2025 | 45,561 | \u00a0 | (2,591) | (6,045) | 36,925 |
Bonus matching 2021 | 14/05/2021-14/05/2024 | 34,606 | \u00a0 | (2,864) | (2,425) | 29,317 |
Bonus matching 2020 | 06/05/2020-06/05/2023 | 44,463 | \u00a0 | (44,463) | \u00a0 | 0 |
Total | \u00a0 | 124,630 | 16,838 | (50,059) | (10,362) | 81,047 |
In 2023, an amount of \u20ac94,195 (2022: \u20ac94,917) was expensed for the cost of the equity-settled bonus matching shares. The costs are determined by multiplying the number of granted matching shares by the fair value of such shares on the date of the grant (2023: \u20ac1.606 per share; 2022: \u20ac2.817 per share; 2021: \u20ac4.375 per share; 2020: \u20ac1.341 per share) and by taking into account expected vesting percentages.
\nFor all equity-settled , PostNL intends to perform the settlement by issuing new shares or assigning repurchased shares. Accordingly, the company does not need to actively hedge the risk in connection with its obligations. As a result, the company did not purchase any additional shares in 2023 to cover its obligations under the existing share plans. In 2022, PostNL assigned 1,051,073 repurchased shares to cover these obligations. As at 31 December 2023, the total number of shares held for this purpose was nil (2022: 0).
", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutKeyManagementPersonnelExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-464": { "value": "\nEquity-settled share-based compensation plans
PostNL operates a number of equity-settled share-based compensation plans, under which the employees receive (conditional) shares of the group for services rendered. The fair value of the employee services received, as measured at the grant date in exchange for the grant of the shares, is recognised as an expense, with a corresponding increase in equity.
Non-market performance and service conditions are included in assumptions about the number of (conditional) shares that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all the specified vesting conditions are to be satisfied. In addition, for some share-based compensation plans, employees provide services in advance of the grant date and therefore the grant date fair value is estimated for the purposes of recognising the expense between service commencement date and grant date. At the end of each reporting period, the group revises its estimates of the number of shares that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.
The identified related parties of the group are its group companies, its joint ventures and associates, shareholders with significant influence, its pension fund and the members of the Board of Management and Supervisory Board. The PostNL group companies have trading relationships with a number of joint ventures as well as with companies in which PostNL holds minority stakes. In some cases, there are contractual arrangements in place under which PostNL companies source supplies from such undertakings, or such undertakings source supplies from PostNL. Transactions are carried out at arm's length.
\nDuring 2023, sales of PostNL to joint ventures and associates amounted to \u20ac3 million (2022: \u20ac3 million). Purchases of PostNL from joint ventures and associates amounted to \u20ac0 million (2022: \u20ac0 million). The net amounts due from the joint ventures and associates amounted to \u20ac0 million (2022: \u20ac0 million). Related party transactions with PostNL\u2019s pension fund are presented in note 3.5 to the consolidated financial statements.
\nPostNL considers the members of the Board of Management and Supervisory Board as key management personnel as defined by IAS 24. For disclosure on related party transactions with the Board of Management and Supervisory Board, see note 5.1 to the consolidated financial statements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-466": { "value": "\nIn 2023, PostNL did not acquire new business by the acquisition of the shares of other entities.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBusinessCombinationsExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-467": { "value": "\nThe consolidated financial statements include the financial figures of PostNL N.V. and its subsidiaries, associates and joint ventures and have been prepared using uniform accounting policies for like transactions and other events in similar circumstances. All significant intercompany transactions and balances have been eliminated on consolidation. A complete list of subsidiaries, associates and joint ventures included in PostNL\u2019s consolidated financial statements is filed for public review at the Chamber of Commerce in The Hague. This list has been prepared in accordance with the provisions of article 379 (1) and article 414 of book 2 of the Dutch Civil Code.
\nA subsidiary is an entity controlled directly or indirectly by PostNL N.V. Control is defined as the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether PostNL controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to PostNL and are de-consolidated from the date on which control ceases. PostNL uses the acquisition method of accounting to account for the acquisition of subsidiaries. The consideration of an acquisition is measured at the fair value of the assets transferred, equity instruments issued and liabilities incurred or assumed at the date of exchange. The consideration transferred also includes the fair value arising from contingent consideration arrangements. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values on the acquisition date irrespective of the extent of any non-controlling interest. Acquisition-related costs are expensed as incurred.
\nThe excess of the consideration transferred over the fair value of PostNL\u2019s share of the identifiable net assets of the subsidiary is recorded as goodwill. If the cost of acquisition is less than the fair value of PostNL\u2019s share of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement. The group treats transactions with non-controlling interests as transactions with equity owners of the group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
\nWhen the group ceases to have control or significant influence, any retained interest in the entity is re-measured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequent accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are recycled to profit or loss. The non-controlling interest is initially measured at the proportion of the non-controlling interest in the recognised net fair value of the assets, liabilities and contingent liabilities. Losses applicable to the non-controlling interest in excess of the non-controlling interest in the subsidiary\u2019s equity are allocated against PostNL\u2019s interests.
\nItems included in the financial statements of each of the group\u2019s entities are measured using the currency of the primary environment in which the entity operates ('the functional currency'). These consolidated financial statements are presented in euros, which is PostNL\u2019s functional and presentation currency.
\nForeign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transactions. Monetary assets and liabilities in foreign currencies are translated to the functional currency using year-end exchange rates. Foreign currency exchange gains and losses resulting from the settlement of foreign currency transactions and balances and from the translation at year-end exchange rates are recognised in the income statement except for qualifying cash flow hedges and qualifying net investment hedges that are directly recognised in other comprehensive income.
\nThe results and financial position of all group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
Assets and liabilities are translated at the closing exchange rates
Income and expenses are translated at average exchange rates
The resulting exchange rate differences based on the different ways of translating between the balance sheet and the income statement are recognised as a separate component of equity (translation reserve).
Foreign currency exchange differences arising from the translation of the net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments, are taken to the translation reserve. When a foreign operation is sold, such exchange differences are recycled in the income statement as part of the gain or loss on the sale.
\nGoodwill is not subject to amortisation but is tested for impairment annually or whenever there is an indication that the asset might be impaired. For the purposes of assessing impairment, assets are grouped at the lowest levels at which there are separately identifiable cash flows, being the cash-generating units (CGUs). If the recoverable value of the CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of the goodwill allocated to the CGU and then pro rata to other assets of the CGU. The recoverable amount is the higher of the fair value less costs of disposal and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the asset-specific risks. For the purpose of assessing impairment, corporate assets are allocated to specific CGUs before impairment testing. The allocation of the corporate assets is based on the contribution of those assets to the future cash flows of the CGU under review. Impairment losses recognised for goodwill are not reversed in a subsequent period.
\nPostNL assesses on each balance sheet date whether there is objective evidence that an investment in a joint venture or associate may need to be impaired. If the recoverable value of the investment is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The recoverable amount is the higher of the fair value less costs of disposal and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the asset-specific risks. The fair value less costs of disposal of a joint venture or associate is reviewed based on observable publicly available market data. Possible impairment charges may be reversed if there is an indication that the impairment no longer exists or has been reduced.
\nAt each balance sheet date, PostNL reviews its finite-lived intangible assets and property, plant and equipment for an indication of impairment. If any indication exists, the recoverable amount of the assets is estimated. The recoverable amount is defined as the higher of an asset\u2019s fair value less costs of disposal and its value in use. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Any impairment loss is recognised immediately in the income statement. Impairment losses recognised in prior periods shall be reversed only if there has been a change in the estimates used to determine the asset\u2019s recoverable amount since the last impairment loss was recognised. The recoverable amount shall not exceed the carrying amount that would have been determined had no impairment loss been recognised in previous periods. A reversal of an impairment loss is recognised immediately in the income statement.
\nThe company recognises a liability and an expense for profit-sharing by employees, based on a calculation that takes into consideration quantitative and qualitative performance measures in accordance with contractual arrangements.
\nDividend distribution to PostNL\u2019s shareholders is recognised as a liability in the financial statements in the year in which the dividends are approved by the shareholders. If PostNL offers its shareholders (the choice of) dividends in additional shares, the additionally issued shares are recognised at their nominal amount.
", "dimensions": { "concept": "ifrs-full:DescriptionOfOtherAccountingPoliciesRelevantToUnderstandingOfFinancialStatements", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-468": { "value": "\nThere are no subsequent events to report.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEventsAfterReportingPeriodExplanatory", "language": "en", "entity": "scheme:724500Q41FHN0P1GPC53", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "ixv-470": { "value": "\nYear ended at 31 December | Notes | 2022 (Restated) | Change in pension accounting classification | 2022 (Restated) excl. change in pension accounting classification | 2023 |
|---|---|---|---|---|---|
Revenue | \u00a0 | 0 | \u00a0 | 0 | 0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Salaries, pensions and social security contributions | 6.2.1 | (1,430) | (1,354) | (76) | (2) |
Other operating expenses | \u00a0 | 0 | \u00a0 | 0 | (0) |
Total operating expenses | \u00a0 | (1,430) | (1,354) | (76) | (3) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Operating income | \u00a0 | (1,430) | (1,354) | (76) | (3) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Net financial expense | 6.2.2 | (9) | \u00a0 | (9) | (3) |
Share in result from subsidiaries | \u00a0 | 75 | (2) | 77 | 60 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Profit/(loss) before income taxes | \u00a0 | (1,364) | (1,356) | (8) | 54 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Income taxes | \u00a0 | 371 | 349 | 22 | 1 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Profit/(loss) for the year attributable to shareholders | \u00a0 | (993) | (1,007) | 14 | 55 |
Year ended at 31 December | Notes | 2022 (Restated) | Change in pension accounting classification | 2022 (Restated) excl. change in pension accounting classification | 2023 |
|---|---|---|---|---|---|
Profit/(loss) for the year attributable to shareholders | \u00a0 | (993) | (1,007) | 14 | 55 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Actuarial gains/(losses) pensions, net of tax | 6.3.4 | 491 | \u00a0 | 491 | 0 |
Pension asset ceiling/minimum funding requirement, net of tax | 6.3.4 | 585 | 1,020 | (435) | \u00a0 |
Share in other comprehensive income from subsidiaries | \u00a0 | (7) | \u00a0 | (7) | (6) |
Other comprehensive income that will not be reclassified to the income statement | \u00a0 | 1,069 | 1,020 | 49 | (5) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Gains/(losses) on cash flow hedges, net of tax | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (5) |
Share in other comprehensive income from subsidiaries | \u00a0 | 2 | \u00a0 | 2 | 2 |
Other comprehensive income that may be reclassified to the income statement | \u00a0 | 2 | \u00a0 | 2 | (3) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total other comprehensive income for the year | \u00a0 | 1,071 | 1,020 | 52 | (8) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total comprehensive income for the year | \u00a0 | 78 | 13 | 66 | 47 |
At 31 December, before appropriation of profit | Notes | At 1 January 2022 (restated) | At 31 December 2022 (restated) | At 31 December 2023 |
|---|---|---|---|---|
Assets | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Investments in subsidiaries | 6.3.1 | 801 | 721 | 662 |
Deferred tax assets | \u00a0 | 0 | 0 | 2 |
Total non-current assets | \u00a0 | 801 | 721 | 664 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Accounts receivable from Group companies | 6.3.2 | 286 | 151 | 166 |
Other accounts receivable | \u00a0 | 2 | 1 | 2 |
Income tax receivable | \u00a0 | 101 | 21 | 26 |
Total current assets | \u00a0 | 389 | 173 | 194 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total assets | \u00a0 | 1,190 | 893 | 858 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Equity and liabilities | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Issued share capital | \u00a0 | 41 | 39 | 40 |
Additional paid-in capital | \u00a0 | 163 | 163 | 165 |
Legal reserves | \u00a0 | 19 | 13 | 5 |
Other reserves | \u00a0 | (167) | 1,267 | (45) |
Retained earnings | \u00a0 | 370 | (1,306) | 34 |
Total shareholders' equity | 6.3.3 | 426 | 177 | 198 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Provision for pension liabilities | 6.3.4 | 64 | 0 | 0 |
Eurobonds | 6.3.5 | 697 | 697 | 299 |
Other provisions | \u00a0 | 1 | 2 | 2 |
Total non-current liabilities | \u00a0 | 762 | 699 | 300 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Accounts payable to Group companies | \u00a0 | 1 | 0 | 6 |
Eurobonds | 6.3.5 | \u00a0 | \u00a0 | 353 |
Other current liabilities | \u00a0 | 1 | 17 | 1 |
Total current liabilities | \u00a0 | 2 | 17 | 360 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total equity and liabilities | \u00a0 | 1,190 | 893 | 858 |
PostNL N.V. (hereafter referred to as \u2018the company\u2019) is a public limited liability company with its registered seat and head office at Waldorpstraat 3, 2521 CA, The Hague, the Netherlands. The Chamber of Commerce number is 27124700.
\nIn 2023, PostNL changed the accounting framework in its corporate financial statements from International Financial Reporting Standards as endorsed by the European Union (IFRS-EU) to Part 9 of Book 2 of the Dutch Civil Code, where PostNL makes use of the option in Article 362 (8) to use the same accounting principles on recognition and measurement as applied in the consolidated financial statements.
\nIn 2011, it was expected that the implementation of the revised IAS 19 related to pensions would result in a negative equity per 1 January 2013, which potentially prohibited the payout of (stock) dividend while the Company was generating sufficient cashflows for dividends. Accordingly, the accounting framework for the corporate financial statements was changed to IFRS-EU. As part hereof, the investments in subsidiaries were revalued to their higher deemed cost value, positively impacting corporate equity. With the pension plan amendment to a collective defined contribution plan at the end of December 2022, the Company\u2019s equity is no longer impacted by IAS 19. Given the elimination of this impact, the change back to Part 9 of Book 2 of the Dutch Civil Code is made. With the changed accounting framework, the corporate financial statements reflect the clear relationship between consolidated and corporate equity and results, are in line with other listed Dutch entities and no longer require significant management judgement in the determination of the value of investments in subsidiaries. As such, taking into account the purpose of the corporate financial statements, PostNL concluded that this change provides reliable and more relevant information.
\nAs a result of the change of accounting framework, PostNL\u2019s investment in subsidiaries in the corporate financial statements are accounted for according to the equity method with the principles for the recognition and measurement of assets and liabilities and determination of results as set out in the notes to the consolidated financial statements.
\nThe comparative figures have been adjusted accordingly.
\nFor the principles of valuation of assets and liabilities and for the determination of results reference is made to the notes to the consolidated statement of financial position and consolidated statement of profit or loss.
\nThe value of the corporate investments in subsidiaries based on the former accounting policy (deemed) \u2018cost less impairment\u2019 practically resulted in annual substantial movements in the non-distributable revaluation reserve. As of this reporting period, this will no longer be applicable. Applying the former accounting policy in the current year would have required management to assess the fair value of the investments in subsidiaries which possibly would have resulted in an impairment of these investments in subsidiaries and a corresponding reduction of the non-distributable within corporate equity.
\nAs under Dutch GAAP a legal reserve for investments in subsidiaries is applicable, PostNL performed an assessment concluding no earnings restrictions are present that would otherwise require a legal reserve for investments in subsidiaries.
\nThe overview below presents the impact of the change in accounting framework from IFRS-EU to Dutch GAAP for shareholders\u2019 equity in the corporate financial statements as per 1 January 2022 (transition date).
\n| \u00a0 | 1 January 2022 |
|---|---|
Previous GAAP | 3,151 |
Effect transition to Dutch GAAP | (2,725) |
Dutch GAAP | 426 |
As at 1 January 2022, shareholders\u2019 equity is \u20ac2,725 million lower compared to previous GAAP due to the effect from the measurement of the investments in subsidiaries. The company applied the equity method and used the same principles of valuation of assets and liabilities for the corporate financial statements as the consolidated financial statements.
\nThe following tables summarise the effect of the change in accounting framework on the corporate (comprehensive) income statement for the full year 2022 and the corporate balance sheet per 1 January 2022 and 31 December 2022.
\nYear ended at 31 December | 2022 Reported | Restatements | 2022 Restated |
|---|---|---|---|
Dividend income | 150 | (150) | 0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Impairment investments in subsidiaries | (1,465) | 1,465 | 0 |
Salaries, pensions and social security contributions | (1,430) | \u00a0 | (1,430) |
Other operating expenses | 0 | \u00a0 | 0 |
Total operating expenses | (2,895) | 1,465 | (1,430) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Operating income | (2,745) | 1,315 | (1,430) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Net financial expense | (9) | \u00a0 | (9) |
Share in result from subsidiaries | \u00a0 | 75 | 75 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Profit/(loss) before income taxes | (2,754) | 1,390 | (1,364) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Income taxes | 371 | \u00a0 | 371 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Profit/(loss) for the year attributable to shareholders | (2,383) | 1,390 | (993) |
Year ended at 31 December | 2022 Reported | Restatements | 2022 Restated |
|---|---|---|---|
Profit/(loss) for the year attributable to shareholders | (2,383) | 1,390 | (993) |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Actuarial gains/(losses) pensions, net of tax | 491 | \u00a0 | 491 |
Pension asset ceiling/minimum funding requirement, net of tax | 585 | \u00a0 | 585 |
Share in other comprehensive income from subsidiaries | \u00a0 | (7) | (7) |
Other comprehensive income that will not be reclassified to the income statement | 1,076 | (7) | 1,069 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Share in other comprehensive income from subsidiaries | \u00a0 | 2 | 2 |
Other comprehensive income that may be reclassified to the income statement | 0 | 2 | 2 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total other comprehensive income for the year | 1,076 | (5) | 1,071 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total comprehensive income for the year | (1,307) | 1,385 | 78 |
At 31 December, before appropriation of profit | 1 January 2022 | Restatements | 1 January 2022 | 31 December 2022 | Restatements | 31 December 2022 |
|---|---|---|---|---|---|---|
Assets | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Investments in subsidiaries | 3,526 | (2,725) | 801 | 2,061 | (1,340) | 721 |
Total non-current assets | 3,526 | (2,725) | 801 | 2,061 | (1,340) | 721 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total current assets | 389 | 0 | 389 | 173 | 0 | 173 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total assets | 3,915 | (2,725) | 1,190 | 2,234 | (1,340) | 893 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Equity and liabilities | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Issued share capital | 41 | \u00a0 | 41 | 39 | \u00a0 | 39 |
Additional paid-in capital | 163 | \u00a0 | 163 | 163 | \u00a0 | 163 |
Legal reserves | \u00a0 | 19 | 19 | \u00a0 | 13 | 13 |
Revaluation reserve investments in subsidiaries | 2,502 | (2,502) | \u00a0 | 1,037 | (1,037) | 0 |
Other reserves | (188) | 20 | (167) | 2,711 | (1,444) | 1,267 |
Retained earnings | 632 | (263) | 370 | (2,433) | 1,127 | (1,306) |
Total shareholders' equity | 3,151 | (2,725) | 426 | 1,517 | (1,340) | 177 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total non-current liabilities | 762 | 0 | 762 | 699 | 0 | 699 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total current liabilities | 2 | 0 | 2 | 17 | 0 | 17 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total equity and liabilities | 3,915 | (2,725) | 1,190 | 2,234 | (1,340) | 893 |
PostNL\u2019s investment in subsidiaries in the corporate financial statements are accounted for according to the equity method with the principles for the recognition and measurement of assets and liabilities and determination of results as set out in the notes to the consolidated financial statements.
\nFor the principles of valuation of assets and liabilities and for the determination of results reference is made to the notes to the consolidated statement of financial position and consolidated statement of profit or loss.
\nThe share in the result of investments in subsidiaries consists of the share of the Company in the result of these investments in subsidiaries. Results on transactions involving the transfer of assets and liabilities between the Company and its investments in subsidiaries and mutually between investments in subsidiaries themselves, are eliminated to the extent that they can be considered as not realised.
\nThe Company makes use of the option to eliminate intragroup expected credit losses against the book value of loans and receivables from the Company to investments in subsidiaries, instead of elimination against the equity value of the investments in subsidiaries.
\nIn 2023, salaries, pensions and social security contributions amounted to \u20ac2 million (2022: \u20ac76 million, excluding the impact of the change in accounting classification of the main pension plan of \u20ac1,354 million). In accordance with IAS 19.41, and only effective up to 2022, the net defined benefit cost for the company\u2019s pension plans shall be recognised in the corporate financial statements. For PostNL, the contributions charged to other group companies were lower than the pension expense incurred, resulting in a negative amount of salaries, pensions and social security contributions over the year. For further information on defined benefit pension costs, see note 6.3.4 to the corporate financial statements. PostNL N.V. does not have any employees other than the Board of Management (2 FTE). For more information on the salary costs of the Board of Management, reference is made to note 5.1.
\nPostNL has financing relationships with both external banks and with PostNL companies, mainly with PostNL Finance B.V. As a result, PostNL records both external interest income and expenses from financial institutions and from PostNL Finance B.V.
\nYear ended at 31 December | 2022 | 2023 |
|---|---|---|
Interest expenses on long-term borrowings | 7 | 7 |
Interest on net defined benefit pension liabilities | 2 | 0 |
Other interest and similar expense | 1 | 0 |
Interest and similar expense | 9 | 7 |
| \u00a0 | \u00a0 | \u00a0 |
Other interest and similar income | (0) | (4) |
| \u00a0 | \u00a0 | \u00a0 |
Net financial expense/(income) | 9 | 3 |
Interest expenses on long-term borrowings relate to the outstanding eurobonds. Reference is made to note 4.1 to the consolidated financial statements.
\nThe movement in the investments in subsidiaries is as follows:
\n| \u00a0 | 2022 | 2023 |
|---|---|---|
Balance at 1 January | 801 | 721 |
Share in result from subsidiaries | 75 | 60 |
Dividend received | (150) | (114) |
Other | (6) | (4) |
Balance at 31 December | 721 | 662 |
As at 31 December 2023, accounts receivable from group companies amounted to \u20ac166 million (2022: \u20ac151 million) which mainly related to a receivable from PostNL Finance B.V. The fair value of the accounts receivable from and payable to group companies approximated the carrying value, due to the short-term nature. The allowance for expected credit losses has been assessed to be non-material.
\n| \u00a0 | Issued share capital | Additional paid-in capital | Currency translation reserve | Hedge | Financial assets at fair value OCI | Revaluation reserve investments in subsidiaries | Other | Retained earnings | Total shareholders' equity |
|---|---|---|---|---|---|---|---|---|---|
Balance at 31 December 2021 | 41 | 163 | \u00a0 | \u00a0 | \u00a0 | 2,502 | (188) | 632 | 3,151 |
Change in accounting framework | \u00a0 | \u00a0 | 1 | (2) | 20 | (2,502) | 20 | (263) | (2,725) |
Balance at 1 January 2022 | 41 | 163 | 1 | (2) | 20 | 0 | (167) | 370 | 426 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total comprehensive income | \u00a0 | \u00a0 | 0 | 2 | (8) | \u00a0 | 1,077 | (993) | 78 |
Appropriation of net income | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | 518 | (518) | 0 |
Final dividend previous year | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (114) | (114) |
Interim dividend current year | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (50) | (50) |
Share buyback | (2) | 0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (162) | \u00a0 | (164) |
Share-based compensation | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | 2 | \u00a0 | 2 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Balance at 31 December 2022 | 39 | 163 | 2 | 0 | 11 | 0 | 1,267 | (1,306) | 177 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Total comprehensive income | \u00a0 | \u00a0 | 0 | (3) | (6) | \u00a0 | 0 | 55 | 47 |
Appropriation of net income | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (1,313) | 1,313 | 0 |
Final dividend previous year | 0 | (0) | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (7) | (7) |
Interim dividend current year | 0 | (0) | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (21) | (21) |
Share-based compensation | 0 | 2 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | 0 | \u00a0 | 2 |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
Balance at 31 December 2023 | 40 | 165 | 2 | (3) | 6 | 0 | (45) | 34 | 198 |
The currency translation reserve, hedge reserve and the reserve related to the financial assets at fair value through OCI are legal reserves. The total amount of these legal reserves is \u20ac5 million (2022: \u20ac13 million).
\nThe company is the sponsoring employer of the main Dutch pension plan, which is externally funded in a separate pension fund and cover the majority of PostNL\u2019s employees in the Netherlands.
\nAs main development in 2022, the amended pension plan, triggering a change in pension accounting from defined benefit to defined contribution as of 31 December 2022 and the recording of an accompanying pension settlement, had a significant financial impact on the corporate financial statements of 2022. Reference is made to note 3.5 to the consolidated financial statements.
\nIn accordance with IAS 19.41, and only effective up to 2022, PostNL recognises the net defined benefit cost in the corporate financial statements of the company. The relevant Group companies recognise the costs equal to the contributions payable for the period in their financial statements. In its corporate financial statements, PostNL recognises the contributions received from the relevant Group companies as a benefit that offsets the corporate defined benefit pension expense. As a result, the corporate financial statements of 2022 record a lower defined benefit pension expense of \u20ac1,430 million compared to the defined benefit pension expenses of \u20ac1,516 million as recorded in the consolidated financial statements of 2022.
\nThe following table reconciles the opening and closing balances of the present value of the defined benefit obligation and the fair value of plan assets, the funded status and the employer pension income for the sponsored pension plan of the company. In line with the disclosure note on pensions included in the consolidated financial statements, the table also shows the corporate settlement impact resulting from the change in pension accounting classification.
\n| \u00a0 | 2022 | 2023 |
|---|---|---|
Change in benefit obligation | \u00a0 | \u00a0 |
Benefit obligation at beginning of year | (10,126) | \u00a0 |
Service costs | (174) | \u00a0 |
Interest costs | (104) | \u00a0 |
Actuarial (losses)/gains | 2,645 | \u00a0 |
Benefits paid | 261 | \u00a0 |
Settlement benefit obligation | 7,498 | \u00a0 |
Benefit obligation at end of year | 0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
Change in plan assets | \u00a0 | \u00a0 |
Fair value of plan assets at beginning of year | 10,878 | \u00a0 |
Assumed return on plan assets | 111 | \u00a0 |
Contributions group companies | 107 | \u00a0 |
Employer contributions | (0) | \u00a0 |
Instalment unconditional funding obligation | 28 | \u00a0 |
Other costs | (8) | \u00a0 |
Actuarial (losses)/gains | (1,982) | \u00a0 |
Benefits paid | (261) | \u00a0 |
Settlement plan assets | (8,873) | \u00a0 |
Fair value of plan assets at end of year | 0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
Change in funded status | \u00a0 | \u00a0 |
Funded status at the beginning of year | 752 | \u00a0 |
Operating expenses (incl. contributions group companies) | (74) | \u00a0 |
Interest (expenses)/income | 7 | \u00a0 |
Employer contributions | (0) | \u00a0 |
Instalment unconditional funding obligation | 28 | \u00a0 |
Actuarial (losses)/gains | 663 | \u00a0 |
Settlement of benefit obligation and plan assets | (1,374) | \u00a0 |
Funded status at end of year | 0 | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
Components of employer pension expenses | \u00a0 | \u00a0 |
Service costs | (174) | \u00a0 |
Interest (expenses)/income | (2) | \u00a0 |
Other costs | (8) | \u00a0 |
Contributions group companies | 107 | \u00a0 |
Pension settlement costs within statement of profit or loss | (1,354) | \u00a0 |
Post-employment benefit income/(expenses) | (1,430) | \u00a0 |
| \u00a0 | \u00a0 | \u00a0 |
Weighted average assumptions as at 31 December | \u00a0 | \u00a0 |
Discount rate | 3.4% | \u00a0 |
Rate of benefit increases | 1.7% | \u00a0 |
Life expectancy 65 year old men/women (in years) | 21.4 / 23.7 | \u00a0 |
As at 31 December 2023, the eurobonds amounted to \u20ac299 million non-current and \u20ac353 million current (2022: \u20ac697 million non-current). For the disclosure on the eurobonds, reference is made to notes 4.1 and 4.5 to the consolidated financial statements.
\nIn 2023, the non-cash changes in the total debt amounted to \u20ac1 million (2022: \u20ac1 million) and related to the amortisation of costs included in the eurobonds.
\nAt 31 December 2023, the company issued a declaration of joint and several liability for some of its group companies in compliance with article 403, book 2 of the Dutch Civil Code, or a specific time-bound letter of support. The following overview includes a list of all related group companies.
\n| \u00a0 | \u00a0 |
|---|---|
Cheap Cargo Belgium B.V. | PostNL Data Solutions B.V. |
DM Productions B.V. | PostNL E-commerce Services B.V. |
G3 Worldwide (Belgium) N.V. | PostNL Finance B.V. |
G3 Worldwide Mail (UK) Limited | PostNL Holding B.V. |
G3 Worldwide Mail N.V. | PostNL Pakketten Belgi\u00eb N.V. |
Koninklijke PostNL B.V. | PostNL Pakketten Benelux B.V. |
Logistics Solutions B.V. | PostNL Real Estate B.V. |
MyParcel Belgium B.V. | PostNL TGN B.V. |
PostNL Cargo Belgi\u00eb B.V. | PostNL Transport B.V. |
PostNL Cross Border Solutions B.V. | PostNL Transport Services B.V. |
PostNL Customer Excellence B.V. | PS Nachtdistributie B.V. |
The company forms a fiscal unity with a majority of its Dutch subsidiaries for corporate income tax and VAT purposes. A company and its subsidiaries that are part of these fiscal unities are jointly and severally liable for the tax payable by these fiscal unities.
\nIn addition to the declaration of joint and several liability in compliance with article 403, book 2 of the Dutch Civil Code, the company provided parental support relating to the following items:
Committed revolving credit facilities of \u20ac200 million
Bank guarantee facilities of \u20ac87 million
Ordinary business activities of the Group of \u20ac87 million
ISDA agreements
Payment guarantee for self-insurance of WGA (\u201cWerkhervatting Gedeeltelijk Arbeidsongeschikten\u201d) benefit payments as of 1 January 2021.
The list containing the information referred to in article 379 and article 414 of book 2 of the Dutch Civil Code is filed at the office of the Chamber of Commerce in The Hague.
\nIn accordance with our dividend policy, the condition for paying out dividend is a leverage ratio (adjusted net debt/EBITDA) not exceeding 2.0. This condition was met per year-end 2023 (leverage ratio: 1.7). The Board of Management has decided, with the approval of the Supervisory Board, subject to shareholders approval at the 2023 Annual General Meeting of Shareholders, to declare a dividend of \u20ac0.09 per ordinary share over 2023, of which \u20ac0.06 per ordinary share has been paid as an interim dividend. The dividend will be paid, at shareholder's election, either in ordinary PostNL shares or in cash.
\nThe Board of Management, with the approval of the Supervisory Board, has appropriated an amount of \u20ac19 million out of profit of \u20ac55 million to the reserves. Following this appropriation, there remains an amount of \u20ac36 million out of profit at the disposal of the General Meeting of Shareholders. Subject to the adoption of PostNL\u2019s financial statements by the General Meeting of Shareholders, and given a 2023 interim dividend of \u20ac0.06 has been paid, the proposed 2023 final dividend has been set at \u20ac0.03 per ordinary share of \u20ac0.08 nominal value, based on the outstanding number of 494,207,248 ordinary shares as per 31 December 2023. The final dividend of \u20ac0.03 will be paid, at shareholder\u2019s election, either in ordinary PostNL shares or in cash. The dividend in shares will be paid out of additional paid in capital as part of the distributable reserves, free of withholding tax in the Netherlands.
\nUpon approval of this proposal, corporate profit will be appropriated as follows, whereby the final dividend represents a cash dividend under the assumption of 100% cash election.
\n| \u00a0 | 2023 |
|---|---|
Result attributable to the shareholders | 55 |
| \u00a0 | \u00a0 |
Appropriation in accordance with the articles of association: | \u00a0 |
Reserves adopted by the Board of Management and approved by the Supervisory Board (article 31, paragraph 2) | (19) |
Dividend on ordinary shares | 36 |
| \u00a0 | \u00a0 |
(Interim) dividend paid in cash | (21) |
| \u00a0 | \u00a0 |
Final dividend | 15 |
The Hague, the Netherlands, 26 February 2024
\nHerna Verhagen (CEO)
Pim Berendsen (CFO)
Jan Nooitgedagt (Chairman)
Jeroen Hoencamp
Marike van Lier Lels
Nienke Meijer
Ad Melkert
Martin Plavec
Koos Timmermans
Hannie Vlug
PostNL N.V.
Waldorpstraat 3
2521 CA The Hague
The Netherlands