PostNL N.V. (hereafter referred to as ‘the company’) is a public limited liability company with its registered seat and head office at Prinses Beatrixlaan 23, 2595 AK, 's-Gravenhage, the Netherlands. The Chamber of Commerce number is 27124700.
The company’s principal activity is acting as a holding company for the Group companies of the PostNL Group (‘the Group’) that provide businesses and consumers in the Benelux with an extensive range of services for their mail needs. Through our international sales network Spring, we connect local businesses around the world to consumers globally. The company is the ultimate parent company of the Group.
The corporate financial statements were authorised for issue by PostNL’s Board of Management and Supervisory Board on 1 March 2021 and are subject to adoption at the Annual General Meeting of Shareholders on 20 April 2021.
The significant accounting policies applied in the preparation of these corporate financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. All amounts included in the 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.
The corporate financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS-EU) and Dutch law. IFRS-EU includes the application of International Accounting Standards (IAS), related interpretations of the International Financial Reporting Interpretations Committee (IFRIC) and interpretations of the Standing Interpretations Committee (SIC), issued and effective, or issued and adopted early, as at 31 December 2020.
In the corporate financial statements, the same accounting principles have been applied as set out in the notes to the consolidated financial statements, except for the valuation of the investments as presented under financial fixed assets in the corporate financial statements. These policies have been consistently applied to all years presented.
In the corporate financial statements, the Mail investments are recorded at cost less impairments (deemed cost upon adoption of IFRS-EU). In the corporate statement of income, dividend received from the investments is recorded as dividend income. Due to this application, the corporate equity and net result are not equal to the consolidated equity and net result. A reconciliation for total shareholders’ equity and total comprehensive income is presented in note 6.5 to the corporate financial statements.
For new and amended standards we refer to the descriptions included in the ‘Changes in accounting policies and disclosures' in the notes to the consolidated financial statements. The company has assessed the impact on the corporate financial statements. None of these is expected to have a significant effect on the corporate financial statements.
The corporate financial statements are presented in euros, the company’s functional currency.
The preparation of the corporate financial statements in conformity with IFRS-EU requires management to exercise judgements and make estimates and assumptions that affect the application of the company's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results could differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the corporate financial statements are disclosed in the note ‘Critical accounting estimates and judgements' to the consolidated financial statements.
Key accounting estimates and judgements affecting the assessment and measurement of impairment are included in note 6.4.1 to the corporate financial statements.
PostNL operates a number of equity-settled share-based compensation plans, under which the entity receives services from employees as consideration for (conditional) shares of the Group. For the company's accounting policies on equity-settled share-based compensation plans, we refer to note 5.1 of the consolidated financial statements.
Dividend distribution to the company’s shareholders is recognised as a liability in the corporate financial statements, in the period in which the dividends are approved by the company’s shareholders.
Dividend income is recognised when the right to receive payment is established. The dividend income from the company’s subsidiaries for 2020 was €200 million (2019: €0 million).
In 2020, an impairment reversal of €219 million on the company’s investments in Mail was accounted for (2019: impairment charge of €409 million). Reference is made to note 6.4.1 to the corporate financial statements.
In 2020, salaries, pensions and social security contributions amounted to €35 million (2019: €(6) million). In accordance with IAS 19.41, the net defined benefit cost for the company’s 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 6.4.2 to the corporate financial statements. PostNL N.V. does not have any employees other than the Board of Management.
PostNL has financing relationships with both external banks and with PostNL companies, mainly with PostNL Finance BV. As a result, PostNL records both external interest income and expenses from financial institutions and from PostNL Finance BV.
Year ended at 31 December
Interest expenses on long-term borrowings
Interest on net defined benefit pension liabilities
Other interest and similar expense
Interest and similar expense
Other interest and similar income
Net financial expense/(income)
Interest expenses on long-term borrowings relate to the outstanding eurobonds. In 2020, interest expenses on long-term borrowings increased mainly as a result of a new bond obtained in September 2019. Reference is made to note 4.1 to the consolidated financial statements.
The company is tax-resident in the Netherlands. The tax expense for the year comprises current and deferred tax. Tax is recognised in the statement of income, except to the extent that it relates to items recognised directly in other comprehensive income.
The amount of income tax included in the statement of income is determined in accordance with the rules established by the tax authorities in the Netherlands, based on which income taxes are payable or recoverable.
Year ended at 31 December
Current tax expense
Changes in deferred taxes
Total income tax expense/(income)
Income taxes paid/(received)
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. In 2020, the change in deferred taxes also includes an amount of €(8) million (2019: €(6) million) via other comprehensive income fully related to taxes on OCI from pensions.
Year ended at 31 December
Dutch statutory income tax rate
Tax effects of:
Non and partly deductible costs
Non taxable impairment reversal/non deductible impairment
Effective income tax rate
In 2020, the income taxes of €(11) million (2019: €0 million) on the result before income taxes of €377 million (2019: €(409) million), resulted in an effective income tax rate of (2.9%) (2019: 0%). Adjusted for the tax-exempt dividend income of €200 million (2019: €0 million) and the non taxable impairment reversal of €219 million (2019: non deductible impairment charge of €409 million), the result before income taxes would have been €(42) million (2019: €0 million), which with income taxes unchanged at €(11) million (2019: €0 million) would have resulted in an effective income tax rate of 26.6% (2019: 0%).
Deferred tax assets and liabilities are presented net in the balance sheet if the company has a legally enforceable right to offset current tax assets against current tax liabilities and the deferred taxes relate to the same taxation authority. Based on this reporting principle, the deferred tax assets as at 31 December 2020 amounts to €3 million (2019: €0 million).
The increase in net cash from operating activities from €(38) million in 2019 to €99 million in 2020 mainly related to the change in pension liabilities and income taxes received. The company received €81 million from its subsidiaries relating to the final payment of the transitional pension plans that will be paid to the pension fund in the coming years. In 2020, the total cash outflow for interest paid of €6 million (2019: €4 million) mainly related to interest on PostNL’s long-term borrowings. In 2020, the company received income taxes totalling €25 million (2019: €32 million paid) which include settlements relating to prior years and internal settlements with Group companies within the PostNL fiscal unity.
In 2020, net cash from investing activities amounted to €(99) million (2019: €(187) million) and related to dividend received from the company's subsidiaries of €200 million (2019: €0 million) offset by changes in accounts receivable from Group companies of €(299) million (2019: €(71) million), mainly related to an intercompany receivable from PostNL Finance B.V. In 2019, the net cash from investing activities included a capital contribution to PostNL Holding B.V. of €117 million.
In 2020, the net cash from financing activities amounted to €0 million (2019: €225 million). In 2019, the net cash from financing activities included the final 2018 cash dividend paid of €48 million, interim 2019 cash dividend paid of €23 million and the proceeds of a new eurobond of €296 million.
As at 31 December 2020, equity amounts to €2,546 million (2019: €2,129 million). For the disclosure on issued share capital and additional paid-in capital, see notes 2.4 and 4.6 to the consolidated financial statements.
The revaluation reserve investments in Mail is a legal reserve and is restricted for distribution.
As at 31 December 2020, the revaluation reserve of €1,978 million (2019: €1,759 million) related to the applied deemed cost approach for the investments in Mail as of 1 January 2010, partly offset by the net recorded impairment charges of €604 million.
During 2020, the other reserves decreased to €(22) million from €602 million, mainly due to the appropriation of net income for 2019 of €432 million and a reclassification to the revaluation reserve of €219 million, partly offset by a positive pension effect within other comprehensive income of €25 million.
Investments in subsidiaries and associated companies are stated at cost, less impairment. Dividend income from the company’s subsidiaries and associated companies is recognised when the right to receive payment is established.
At each balance sheet date, the company reviews whether there is an indication that its investments in subsidiaries might be impaired.
An indication may include management’s downward adjustment of the strategic plan or other areas where observable data indicates a measurable decrease in the estimated future cash flows. These determinations require significant judgement. In making this judgement, management evaluates, among other factors, the financial performance of and business outlook for its investments, including factors such as industry and sector performance, changes in technology and operational and financing cash flow.
If any indication for impairment exists, the recoverable amount of the investments is estimated. The recoverable amount is defined as the higher of an investment’s fair value less costs of disposal and its value in use. If the recoverable amount of an investment is estimated to be less than its carrying amount, the carrying amount of the investment is reduced to its recoverable amount. Any impairment loss is recognised immediately in the statement of income.
The investments’ fair value less costs of disposal represents the best estimate of the amount the company would receive if it sold its investments. The fair value of each investment has been estimated on the basis of the present value of future cash flows, taking into account costs of disposal. The determination of the investment’s value in use is based on calculations using pre-tax cash flow projections based on financial budgets approved by management covering a five-year period. Cash flows beyond the five-year period are extrapolated using estimated growth rates.
Impairment losses recognised in prior periods shall be reversed only if there has been a change in the estimates or external market information used to determine the investment’s 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 prior years.
The movement in the Investments in Mail is as follows:
Balance at 1 January
Additions to capital
Balance at 31 December
The subsidiary undertakings of the company as at 31 December 2020, and the company’s percentage interest, are set out below.
Name of direct subsidiairy
Country of incorporation
PostNL Holding B.V.
A complete list of investments in subsidiaries, associated companies and jointly-controlled entities will be attached to the company’s Annual Report made available to the Chamber of Commerce.
A detailed review has been performed of the recoverability of the Mail investments. The recoverable value of each investment is the higher of the value in use and fair value less costs of disposal. The recoverable value is determined based on the value in use as this was higher than the fair value less costs of disposal at year end 2020. The value in use has been estimated on the basis of the present value of future cash flows. For all investments, the estimated future cash flows are based on a five-year (2019: eight-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.
The estimated future cash flows are derived from the most recent strategic planning approved by management, including inherent uncertainties like future volume developments, efficiency measures and the impact of regulatory decisions and developments. The company has determined the budgeted gross margin based on past performance and its expectations for market development. The weighted average growth rates used are consistent with the forecasts included in industry reports for the related operation and market and did not change materially compared to previous year. The pre-tax discount rates in the Mail investments' valuations varies around 10.0% (2019: around 9.5%). The difference is predominantly caused by the increased Dutch Corporate Income Tax rate.
Key assumptions used to determine the recoverable values for the investments of the company are the following:
maturity of the underlying market, market share and volume development in order to determine the revenue mix and (long-term) growth rate,
level of operating income largely impacted by revenue and cost development, taking into account the nature of the underlying costs and potential economies of scale,
level of capital expenditure in network-related assets, and
discount rate to be applied following the nature of the underlying cash flows and foreign currency and inflation-related risks.
As the Mail investments are vulnerable to changes in the discount rate and changes in operating income, a sensitivity analysis has been performed for the Mail investments. The sensitivity analysis included the impact of the following items which are considered to be most critical when determining the recoverable value:
an increase or decrease in the discount rate of 0.5%, and
an increase or decrease in operating income of 5%.
If the discount rate were to change by 0.5%, this would impact the Mail investments by around €190 million (2019: €230 million). A change in operating income of 5% would impact the Mail investments by around €90 million (2019: €90 million).
The detailed review of the value of the Mail investments resulted in the recoverable value being €219 million higher than their carrying value. The recoverable value of the continuing operations was derived from the 2020 strategic planning, taking into account uncertainties relating to volume and margin developments, in the short term positively impacted by covid-19, efficiency measures and investments necessary to keep up with market dynamics, and the impact of regulation within Mail in the Netherlands. 2020’s business performance, strict working capital management, cash proceeds from the sale-and-leaseback transaction and the agreement with the pension fund have all contributed positively to this increase in value. Based on the detailed review, management concluded that an impairment reversal of €219 million was present for the Mail investments. Consequently, management recorded an impairment reversal of €219 million in 2020 (2019: impairment charge of €409 million). Within equity, the revaluation reserve associated with the initial revaluation of the Mail investments has been increased by the impairment reversal amount.
In 2019, the additions to capital of €117 million related to a capital contribution to PostNL Holding B.V.
For the accounting policies on pension liabilities, reference is made to note 3.5 to the consolidated financial statements.
The 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’s employees in the Netherlands.
In accordance with IAS 19.41, 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 defined benefit pension expense. The impact of the contributions is represented as participant contributions in the following table.
For the company, the contributions received from the relevant Group companies for a large part offset the pension expense. As a result, the corporate financial statements record a defined benefit pension expense of €33 million (2019: income of €7 million), whereas the consolidated financial statements record defined benefit pension expenses of €135 million (2019: €113 million).
The 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.
Change in benefit obligation
Benefit obligation at beginning of year
Benefit obligation at end of year
Change in plan assets
Fair value of plan assets at beginning of year
Assumed return on plan assets
Deferred payment transitional plans
Fair value of plan assets at end of year
Change in funded status
Funded status at the beginning of year
Operating expenses (incl. participants contributions)
Deferred payment transitional plans
Funded status at end of year
Impact of pension asset ceiling
Impact of minimum funding requirement
Netted pension liabilities
Components of employer pension expenses
Post-employment benefit income/(expenses)
Weighted average assumptions as at 31 December
Rate of benefit increases
Life expectancy 65 year old men/women (in years)
As at 31 December 2020, accounts receivable from Group companies amounted to €323 million (2019: €25 million) which related to a receivable from PostNL Finance B.V. (2019: €22 million). 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.
As at 31 December 2020, the eurobonds amounted to €696 million non-current (2019: €695 million). For the disclosure on the eurobonds, reference is made to notes 4.1 and 4.5 to the consolidated financial statements.
In 2020, the non-cash changes in the total debt amounted to €1 million (2019: €1 million) and related to the amortisation of costs included in the eurobonds.
Year ended at 31 December
Consolidated: Equity and total comprehensive income
Reconciliation items previous years
Reversal impairment/(impairment) Mail investments
Results from investments
Other comprehensive income (CTA/hedges/associates/pensions)
Other direct equity movements
Total reconciliation items
Corporate: Shareholders' equity and total comprehensive income
The differences between total shareholders’ equity and total comprehensive income according to the IFRS-EU consolidated financial statements and the corporate financial statements under IFRS-EU in general relate to the accounting of the Mail investments at cost less impairments (deemed cost upon adoption of IFRS-EU) in the corporate financial statements and subsequent (reversal of) impairments.
The reconciling items for equity and income are further detailed below.
The 'reconciliation items previous years' of €2,150 million in 2020 relate to the difference between the consolidated equity as at 31 December 2019 of €(21) million and the corporate equity of €2,129 million at that date.
For details of the reversal of the impairment of the Mail investments recognised in the corporate financial statements in 2020, see note 6.4.1 to the corporate financial statements.
The 2020 results from investments were €43 million lower in the corporate financial statements and can be calculated from the result from the corporate income statement of €388 million, minus the reversal of the impairment of the Mail investments of €219 million, minus the result from the consolidated income statement of €213 million (and rounding). The difference relates to the difference between the dividend income and the result from the Mail investments. The 2019 results from investments were €4 million lower in the corporate financial statements and can be calculated from the result from the corporate income statement of €(409) million, plus the impairment of the Mail investments of €409 million, minus the result from the consolidated income statement of €4 million. The difference relates to the difference between the dividend income and the result from the Mail investments.
The reconciliation item ‘Other comprehensive income' represents hedge and currency translation adjustments and adjustments for actuarial gains/(losses) which were recognised in the consolidated financial statements but not in the corporate financial statements as the investments are stated at cost. It also represents other comprehensive income from the change in value of financial assets at fair value through OCI that was recognised in the consolidated financial statements but not in the corporate financial statements.
The 2020 difference in other comprehensive income of €1 million included €0 million of actuarial losses on pensions and €(1) million other items. The 2019 difference in other comprehensive income of €17 million included €(21) million of actuarial losses on pensions, €3 million of the change in value of financial assets at fair value through OCI and €1 million other items.
At 31 December 2020, 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. Those Group companies are:
Cendris Customer Contact B.V.
PostNL E-commerce Services B.V.
DM Productions B.V.
PostNL Finance B.V.
G3 Worldwide Mail N.V.
PostNL Holding B.V.
Koninklijke PostNL B.V.
PostNL Pakketten Benelux B.V.
Logistics Solutions B.V.
PostNL Real Estate B.V.
PostNL Cross Border Solutions B.V.
PostNL TGN B.V.
PostNL Customer Excellence B.V.
PostNL Transport B.V.
PostNL Data Solutions 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.
In 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 €400 million;
bank guarantee facilities of €85 million;
ordinary business activities of the Group of €100 million;
payment guarantee for self-insurance of WGA (“Werkhervatting Gedeeltelijk Arbeidsongeschikten”) benefit payments as of 1 January 2021.
For details on the separation agreement with TNT Express, see note 3.10 to the consolidated financial statements.
For disclosure on the company’s overall financial risk management programme, reference is made to note 4.4 to the consolidated financial statements.
For a summary of the company’s financial instruments relevant to these corporate financial statements, reference is made to note 4.5 to the consolidated financial statements.
The company’s shares are widely held. As such, no ultimate controlling party can be identified. The company, acting as a holding company, has relationships with a number of Group companies. In some cases, there are contractual arrangements in place under which the company sources supplies from such undertakings or such undertakings source supplies from the company. Transactions are in principle carried out at arm’s length.
Year ended at 31 December
Dividend income PostNL Group companies
Accounts receivable from PostNL Group companies/interest income
Accounts payable to PostNL Group companies/interest expense
Net investing activities from accounts receivable from Group companies
Income tax received from/(paid to) PostNL Group companies
For the compensation of the members of the Board of Management and Supervisory Board, see note 5.1 to the consolidated financial statements.
For disclosure on subsequent events, reference is made to note 5.5 to the consolidated financial statements.
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.
In accordance with our dividend policy, the condition for paying out dividend is a leverage ratio (adjusted net debt/EBITDA) not exceeding ~2. This condition was met per year-end 2020 (leverage ratio: 1.0). The Board of Management has decided, with the approval of the Supervisory Board, subject to shareholders approval at the 2020 Annual General Meeting of Shareholders, to declare a final dividend of €0.28 per ordinary share over 2020. The dividend will be paid, at shareholder's election, either in ordinary PostNL shares or in cash.
The Board of Management, with the approval of the Supervisory Board, has appropriated an amount of €250 million out of corporate profit of €388 million to the reserves. For detailed information on PostNL’s corporate performance, and the resulting profit, refer to the 'Financial statements, section 6: Corporate financial statements' chapter.
Following this appropriation, there remains an amount of €139 million out of corporate profit at the disposal of the General Meeting of Shareholders. Subject to the adoption of PostNL’s financial statements by the General Meeting of Shareholders, and given that no 2020 interim dividend has been paid, the proposed 2020 final dividend has been set at €0.28 per ordinary share of €0.08 nominal value, based on the outstanding number of 494,991,389 ordinary shares as per 31 December 2020. The dividend of €0.28 will be paid, at shareholder’s 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.
The ex-dividend date will be 22 April 2021, the record date is 23 April 2021 and the election period will start on 26 April 2021 and will end on 11 May 2021 at 3PM CET. The conversion ratio will be based on the volume-weighted average share price for all PostNL shares traded on Euronext Amsterdam over the three trading day period from 7 May 2021 up to and including 11 May 2021. The value of the stock dividend, based on this VWAP, will, subject to rounding, be targeted at but not be lower than the cash dividend. There will be no trading in stock dividend rights. The dividend will be payable as of 14 May 2021.
Upon 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.
Result attributable to the shareholders
Appropriation in accordance with the articles of association:
Reserves withdrawn by the Board of Management and approved by the Supervisory Board (article 31, paragraph 2)
Dividend on ordinary shares
(Interim) dividend paid in cash
The Hague, the Netherlands, 1 March 2021
Herna Verhagen (CEO)
Pim Berendsen (CFO)
Jan Nooitgedagt (Chairman)
Marike van Lier Lels
Prinses Beatrixlaan 23
2595 AK The Hague