Year ended at 31 December | Notes | 2021 | 2022 excl. change in pension accounting classification | Change in pension accounting classification | Total 2022 |
|---|---|---|---|---|---|
Dividend income | 6.2.1 | 200 | 150 | 150 | |
Reversal impairment/(impairment) investments in subsidiaries | 6.2.2 | 524 | (1,465) | (1,465) | |
Salaries, pensions and social security contributions | 6.2.3 | (74) | (76) | (1,354) | (1,430) |
Other operating expenses | 0 | 0 | 0 | ||
Total operating expenses | 450 | (1,541) | (1,354) | (2,895) | |
Operating income | 650 | (1,391) | (1,354) | (2,745) | |
Interest and similar income | 0 | 0 | 0 | ||
Interest and similar expenses | (9) | (9) | (9) | ||
Net financial expense | 6.2.4 | (9) | (9) | (9) | |
Profit/(loss) before income taxes | 641 | (1,400) | (1,354) | (2,754) | |
Income taxes | 6.2.5 | 21 | 22 | 349 | 371 |
Profit/(loss) for the year attributable to shareholders | 662 | (1,378) | (1,005) | (2,383) |
Year ended at 31 December | Notes | 2021 | 2022 excl. change in pension accounting classification | Change in pension accounting classification | Total 2022 |
|---|---|---|---|---|---|
Profit/(loss) for the year attributable to shareholders | 662 | (1,378) | (1,005) | (2,383) | |
Actuarial gains/(losses) pensions, net of tax | 605 | 491 | 491 | ||
Pension asset ceiling/minimum funding requirement, net of tax | (551) | (435) | 1,020 | 585 | |
Other comprehensive income that will not be reclassified to the income statement | 54 | 57 | 1,020 | 1,076 | |
Total comprehensive income for the year | 715 | (1,322) | 15 | (1,307) |
Year ended at 31 December | Notes | 2021 | 2022 |
|---|---|---|---|
Profit/(loss) before income taxes | 641 | (2,754) | |
Change in pension accounting classification | 1,354 | ||
Profit/(loss) before income taxes, excluding change in pension accounting classification | 641 | (1,400) | |
Adjustments for: | |||
Reversal impairment/(impairment) investments in subsidiaries | (524) | 1,465 | |
Share-based payments | 3 | 2 | |
Dividend income | (200) | (150) | |
Interest and similar income | (0) | (0) | |
Interest and similar expenses | 9 | 9 | |
Investment income | (191) | (141) | |
Pension liabilities | 54 | 47 | |
Other provisions | 0 | 0 | |
Changes in provisions | 54 | 47 | |
Changes in working capital | 0 | 1 | |
Cash used in operations | (17) | (27) | |
Interest paid | (6) | (6) | |
Income taxes received/(paid) | (101) | 78 | |
Net cash (used in)/from operating activities | (124) | 45 | |
Dividend received | 200 | 150 | |
Changes in accounts receivable from Group companies | 37 | 134 | |
Net cash (used in)/from investing activities | 6.3.2 | 237 | 284 |
Dividends paid | (113) | (165) | |
Share buyback | (164) | ||
Net cash (used in)/from financing activities | 6.3.3 | (113) | (329) |
Total change in cash and cash equivalents | (0) | 0 | |
Cash and cash equivalents at the beginning of the year | 0 | 0 | |
Total change in cash and cash equivalents | (0) | 0 | |
Cash and cash equivalents at the end of the year | 0 | 0 |
At 31 December, before appropriation of profit | Notes | 2021 | 2022 |
|---|---|---|---|
Assets | |||
Investments in subsidiaries | 3,526 | 2,061 | |
Total non-current assets | 3,526 | 2,061 | |
Accounts receivable from Group companies | 6.4.3 | 286 | 151 |
Other accounts receivable | 2 | 1 | |
Income tax receivable | 101 | 21 | |
Total current assets | 389 | 173 | |
Total assets | 3,915 | 2,234 | |
Equity and liabilities | |||
Issued share capital | 41 | 39 | |
Additional paid-in capital | 163 | 163 | |
Revaluation reserve investments in subsidiaries | 2,502 | 1,037 | |
Other reserves | (188) | 2,711 | |
Retained earnings | 632 | (2,433) | |
Total shareholders' equity | 6.3.4 | 3,151 | 1,517 |
Provision for pension liabilities | 6.4.2 | 64 | 0 |
Eurobonds | 6.4.4 | 697 | 697 |
Other provisions | 1 | 2 | |
Total non-current liabilities | 762 | 699 | |
Accounts payable to Group companies | 1 | 0 | |
Other current liabilities | 1 | 17 | |
Total current liabilities | 2 | 17 | |
Total equity and liabilities | 3,915 | 2,234 |
Issued share capital | Additional paid-in capital | Revaluation reserve | Other reserves | Retained earnings | Total shareholders' equity | |
|---|---|---|---|---|---|---|
Balance at 1 January 2021 | 40 | 161 | 1,978 | (22) | 388 | 2,546 |
Total comprehensive income | 54 | 662 | 715 | |||
Appropriation of net income | 305 | (305) | 0 | |||
Final dividend previous year | 1 | (1) | (84) | (84) | ||
Interim dividend current year | 0 | (0) | (29) | (29) | ||
Share-based compensation | 0 | 3 | (0) | 3 | ||
Addition revaluation reserve | 524 | (524) | 0 | |||
Balance at 31 December 2021 | 41 | 163 | 2,502 | (188) | 632 | 3,151 |
Total comprehensive income | 1,076 | (2,383) | (1,307) | |||
Appropriation of net income | 518 | (518) | 0 | |||
Final dividend previous year | (114) | (114) | ||||
Interim dividend current year | (50) | (50) | ||||
Share buyback | (2) | (162) | (164) | |||
Share-based compensation | 2 | 2 | ||||
Reduction revaluation reserve | (1,465) | 1,465 | 0 | |||
Balance at 31 December 2022 | 39 | 163 | 1,037 | 2,711 | (2,433) | 1,517 |
PostNL N.V. (hereafter referred to as ‘the company’) 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.
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 27 February 2023 and are subject to adoption at the Annual General Meeting of Shareholders on 18 April 2023.
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 2022.
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 investments in subsidiaries 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 2022 was €150 million (2021: €200 million).
In 2022, an impairment of €1,465 million on the company’s investments in subsidiaries was accounted for (2021: impairment reversal of €524 million). Reference is made to note 6.4.1 to the corporate financial statements.
In 2022, salaries, pensions and social security contributions, excluding the impact of the change in accounting classification of the main pension plan of €1,354 million, amounted to €76 million (2021: €74 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.
Download spreadsheetYear ended at 31 December | 2021 | 2022 |
|---|---|---|
Interest expenses on long-term borrowings | 7 | 7 |
Interest on net defined benefit pension liabilities | 1 | 2 |
Other interest and similar expense | 2 | 1 |
Interest and similar expense | 9 | 9 |
Other interest and similar income | (0) | 0 |
Net financial expense/(income) | 9 | 9 |
Interest expenses on long-term borrowings relate to the outstanding eurobonds. 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 | 2021 | 2022 excl. change in pension accounting classification | Change in pension accounting classification | Total 2022 |
|---|---|---|---|---|
Current tax expense | (6) | 3 | 3 | |
Changes in deferred taxes | (15) | (25) | (349) | (374) |
Total income tax expense/(income) | (21) | (22) | (349) | (371) |
Income taxes paid/(received) | 101 | (78) | (78) |
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. In 2022, the change in deferred taxes also includes an amount of €(374) million (2021: €(18) million) via other comprehensive income fully related to taxes on OCI from pensions.
Download spreadsheetYear ended at 31 December | 2021 | 2022 excl. change in pension accounting classification | Change in pension accounting classification | Total 2022 |
|---|---|---|---|---|
Dutch statutory income tax rate | 25.0 | 25.8 | 25.8 | |
Tax effects of: | ||||
Non taxable impairment reversal/non deductible impairment | (20.4) | (27.0) | 13.3 | (13.7) |
Exempt income | (7.8) | 2.8 | (1.4) | 1.4 |
Other | (0.1) | |||
Effective income tax rate | (3.3) | 1.6 | 11.9 | 13.5 |
The effective income tax rate including the change in pension accounting classification is 13.5%. However, due to the material impact of the change in pension accounting classification on our figures, the effective income tax rate excluding the change in pension accounting classification has also been stated in the table above. The latter effective income tax rate is 1.6%. This effective income tax rate, being lower compared to the Dutch statutory tax rate (25.8%), can mainly be explained as follows.
In 2022, the income taxes of €(22) million (2021: €(21) million) on the result before income taxes of €(1,400) million (2021: €641 million), resulted in an effective income tax rate of 1.6% (2021: (3.3)%). Adjusted for the tax-exempt dividend income of €150 million (2021: €200 million) and the non deductible impairment of €1,465 million (2021: non taxable impairment reversal of €524 million), the result before income taxes would have been €(85) million (2021: €(83) million), which with income taxes unchanged at €(22) million (2021: €(21) million) would have resulted in an effective income tax rate of 25.5% (2021: 25.1%).
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 2022 amounts to €0 million (2021: €0 million).
The increase in net cash from operating activities from €(124) million in 2021 to €45 million in 2022 mainly related to the change in income taxes received/(paid). In 2022, the second instalment of €28 million of the unconditional funding obligation relating to the final payment of the transitional pension plans was paid (2021: first instalment of €16 million). In 2022, the total cash outflow for interest paid of €6 million (2021: €6 million) mainly related to interest on PostNL’s long-term borrowings. In 2022, the company received income taxes totalling €78 million (2021: €101 million paid) which include internal settlements with Group companies within the PostNL fiscal unity.
In 2022, net cash from investing activities amounted to €284 million (2021: €237 million) and related to dividend received from the company's subsidiaries of €150 million (2021: €200 million) and changes in accounts receivable from Group companies of €134 million (2021: €37 million), mainly related to an intercompany receivable from PostNL Finance B.V.
In 2022, the net cash from financing activities amounted to €(329) million (2021: €(113) million) and related for €164 million to the share buyback and for €165 million to the final 2021 and interim 2022 cash dividend paid (2021: €113 million related to the final 2020 and interim 2021 cash dividend).
As at 31 December 2022, equity amounts to €1,517 million (2021: €3,151 million). For the disclosure on issued share capital and additional paid-in capital, see notes 2.6 and 4.6 to the consolidated financial statements.
The revaluation reserve investments in subsidiaries is a legal reserve and is restricted for distribution.
As at 31 December 2022, the revaluation reserve of €1,037 million (2021: €2,502 million) related to the applied deemed cost approach for the investments in subsidiaries as of 1 January 2010, partly offset by the net recorded impairment charges of €1,545 million.
During 2022, the other reserves increased to €2,711 million from €(188) million, mainly due to a reclassification from the revaluation reserve of €1,465 million, the appropriation of net income for 2021 of €518 million and a positive pension effect within other comprehensive income of €1,076 million, partly offset by the share buyback of €162 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 subsidiaries is as follows:
Download spreadsheet2021 | 2022 | |
|---|---|---|
Balance at 1 January | 3,002 | 3,526 |
Reversal impairment/(impairment) | 524 | (1,465) |
Balance at 31 December | 3,526 | 2,061 |
The subsidiary undertakings of the company as at 31 December 2022, and the company’s percentage interest, are set out below.
Download spreadsheetName of direct subsidiairy | Country of incorporation | Ownership % |
|---|---|---|
PostNL Holding B.V. | Netherlands | 100% |
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 investments in subsidiaries. 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 fair value less costs of disposal as this was higher than the value in use at year end 2022. The fair value less costs of disposal has been estimated on the basis of the present value of future cash flows, taking into account costs of disposal. For all investments, the estimated future cash flows are based on a five-year (2021: 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.
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 weighted average pre-tax discount rate applied in the investments' valuations was around 11.0% (2021: around 10.0%).
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 investments in subsidiaries are vulnerable to changes in the discount rate and changes in operating income, a sensitivity analysis has been performed for the 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 investments in subsidiaries by around €135 million (2021: €280 million). A change in operating income of 5% would impact the investments in subsidiaries by around €125 million (2021: €185 million).
The detailed review of the value of the investments in subsidiaries resulted in the recoverable value being €1,465 million lower than their carrying value. The recoverable amount of continuing operations is derived from the 2022 strategic planning, taking into account the current geopolitical conditions causing economic uncertainty, low consumer spending and high labour and energy inflation. These developments have negatively affected our current 2022s performance. They have also tempered our expected future e-commercegrowth, which remains a sustainably growing business line in which we operate successfully, when compared to the forecast including assumptions used in last year's valuation. The valuation was also negatively affected by a slightly higher discount rate in 2022 and a reduction in excess cash given the share buyback and dividends paid out in 2022. Based on the detailed review, management concluded that an impairment of €1,465 million was present for the investments in subsidiaries. Consequently, management recorded an impairment of €1,465 million in 2022 (2021: impairment reversal of €524 million). Within equity, the revaluation reserve associated with the initial revaluation of the investments in subsidiaries has been decreased by the impairment amount.
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.
As 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 the company. Reference is made to note 3.5 to the consolidated financial statements.
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 corporate defined benefit pension expense. As a result, the corporate financial statements record a lower defined benefit pension expense of €1,430 million (2021: €73 million) compared to the defined benefit pension expenses of €1,516 million (2021: €150 million) as recorded in the consolidated financial statements.
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. 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.
Download spreadsheet2021 | 2022 | |
|---|---|---|
Change in benefit obligation | ||
Benefit obligation at beginning of year | (10,226) | (10,126) |
Service costs | (160) | (174) |
Interest costs | (31) | (104) |
Other movements | (2) | |
Actuarial (losses)/gains | 44 | 2,645 |
Benefits paid | 248 | 261 |
Settlement benefit obligation | 7,498 | |
Benefit obligation at end of year | (10,126) | 0 |
Change in plan assets | ||
Fair value of plan assets at beginning of year | 10,225 | 10,878 |
Assumed return on plan assets | 31 | 111 |
Other movements | 1 | |
Contributions group companies | 98 | 107 |
Employer contributions | 2 | (0) |
Instalment unconditional funding obligation | 16 | 28 |
Other costs | (10) | (8) |
Actuarial (losses)/gains | 763 | (1,982) |
Benefits paid | (248) | (261) |
Settlement plan assets | (8,873) | |
Fair value of plan assets at end of year | 10,878 | 0 |
Change in funded status | ||
Funded status at the beginning of year | (0) | 752 |
Operating expenses (incl. contributions group companies) | (72) | (74) |
Interest (expenses)/income | (0) | 7 |
Employer contributions | 2 | (0) |
Instalment unconditional funding obligation | 16 | 28 |
Actuarial (losses)/gains | 807 | 663 |
Settlement of benefit obligation and plan assets | (1,374) | |
Funded status at end of year | 752 | 0 |
Impact of pension asset ceiling | (752) | |
Impact of minimum funding requirement | (64) | |
Netted pension liabilities | (64) | 0 |
Components of employer pension expenses | ||
Service costs | (160) | (174) |
Interest (expenses)/income | (1) | (2) |
Other costs | (10) | (8) |
Contributions group companies | 98 | 107 |
Pension settlement costs within statement of profit or loss | (1,354) | |
Post-employment benefit income/(expenses) | (73) | (1,430) |
Weighted average assumptions as at 31 December | ||
Discount rate | 1.0% | 3.4% |
Rate of benefit increases | 1.5% | 1.7% |
Life expectancy 65 year old men/women (in years) | 21.1/23.4 | 21.4 / 23.7 |
As at 31 December 2022, accounts receivable from Group companies amounted to €151 million (2021: €286 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.
As at 31 December 2022, the eurobonds amounted to €697 million non-current (2021: €697 million). For the disclosure on the eurobonds, reference is made to notes 4.1 and 4.5 to the consolidated financial statements.
In 2022, the non-cash changes in the total debt amounted to €1 million (2021: €1 million) and related to the amortisation of costs included in the eurobonds.
Year ended at 31 December | 2021 | 2022 | ||
|---|---|---|---|---|
Equity | Income | Equity | Income | |
Consolidated: Equity and profit/(loss) for the year | 426 | 257 | 177 | (993) |
Reconciliation items previous years | 2,335 | 2,725 | ||
Reversal impairment/(impairment) investments in subsidiaries | 524 | 524 | (1,465) | (1,465) |
Results from investments | (119) | (119) | 75 | 75 |
Other comprehensive income (CTA/hedges/pensions) | (14) | 5 | ||
Total reconciliation items | 2,725 | 405 | 1,340 | (1,390) |
Corporate: Shareholders' equity and profit/(loss) for the year | 3,151 | 662 | 1,517 | (2,383) |
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 investments in subsidiaries 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 €2,725 million in 2022 relate to the difference between the consolidated equity as at 31 December 2021 of €426 million and the corporate equity of €3,151 million at that date.
For details of the impairment of the investments in subsidiaries recognised in the corporate financial statements in 2022, see note 6.4.1 to the corporate financial statements.
The 2022 results from investments were €75 million higher in the corporate financial statements and can be calculated from the result from the corporate income statement of €(2,383) million, plus the impairment of the investments in subsidiaries of €1,465 million, minus the result from the consolidated income statement of €(993) million. The difference relates to the difference between the dividend income and the result from the investments in subsidiaries. The 2021 results from investments were €119 million lower in the corporate financial statements and can be calculated from the result from the corporate income statement of €662 million, minus the reversal of the impairment of the investments in subsidiaries of €524 million, minus the result from the consolidated income statement of €257 million. The difference relates to the difference between the dividend income and the result from the investments in subsidiaries.
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 2022 difference in other comprehensive income of €5 million included €1 million of actuarial gains on pensions, €(8) million of the change in value of financial assets at fair value through OCI and €2 million other items. The 2021 difference in other comprehensive income of €(14) million included €1 million of actuarial losses on pensions, €12 million of the change in value of financial assets at fair value through OCI and €1 million other items.
At 31 December 2022, 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:
Download spreadsheetDM 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. | PS Nachtdistributie B.V. |
PostNL E-commerce Services 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 €200 million;
bank guarantee facilities of €87 million;
ordinary business activities of the Group of €88 million;
ISDA agreements;
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.
Download spreadsheetYear ended at 31 December | 2021 | 2022 | ||
|---|---|---|---|---|
Transactions | Balances | Transactions | Balances | |
Dividend income PostNL Group companies | 200 | 150 | ||
Accounts receivable from PostNL Group companies/interest income | 0 | 286 | 0 | 151 |
Accounts payable to PostNL Group companies/interest expense | (1) | 1 | (0) | 0 |
Net investing activities from accounts receivable from Group companies | 37 | 134 | ||
Income tax received from/(paid to) PostNL Group companies | (30) | 78 |
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 2.0. This condition was met per year-end 2022 (leverage ratio: 1.9). The Board of Management has decided, with the approval of the Supervisory Board, subject to shareholders approval at the 2022 Annual General Meeting of Shareholders, to declare a dividend of €0.16 per ordinary share over 2022, of which €0.14 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.
The Board of Management, with the approval of the Supervisory Board, shall withdraw the corporate loss of €2,383 million from the reserves. For detailed information on PostNL’s corporate performance, and the resulting loss, refer to section 6: Corporate financial statements. Furthermore, the Board of Management, with the approval of the Supervisory Board, proposes to make an amount of €60 million out of the distributable part of the shareholders' equity available for distribution of the proposed dividend.
Subject to the adoption of PostNL’s financial statements by the General Meeting of Shareholders, and given a 2022 interim dividend of €0.14 has been paid, the proposed 2022 final dividend has been set at €0.02 per ordinary share of €0.08 nominal value, based on the outstanding number of 487,530,628 ordinary shares as per 31 December 2022. The final dividend of €0.02 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 20 April 2023, the record date is 21 April 2023 and the election period will start on 24 April 2023 and will end on 9 May 2023 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 5 May 2023 up to and including 9 May 2023. 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 11 May 2023.
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.
Download spreadsheet2022 | |
|---|---|
Result attributable to the shareholders | (2,383) |
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) | 2,443 |
Dividend on ordinary shares | 60 |
(Interim) dividend paid in cash | (50) |
Final dividend | 10 |
The Hague, the Netherlands, 27 February 2023
Herna Verhagen (CEO)
Pim Berendsen (CFO)
Jan Nooitgedagt (Chairman)
Jeroen Hoencamp
Marike van Lier Lels
Nienke Meijer
Ad Melkert
Koos Timmermans
Hannie Vlug
PostNL N.V.
Waldorpstraat 3
2521 CA The Hague
The Netherlands
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