3.10 Commitments and contingencies
Accounting policies
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.
Contingencies 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 Off balance sheet commitments in € million
2022, 2023
| 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, €93 million of the commitments indicated above are of a short-term nature (2022: €154 million).
Short-term leases and leases of low-value assets
In 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.
Leases, not commenced
As at 31 December 2023, commitments in connection with leases not commenced amounted to €7 million (2022: €29 million, including commitments related to a new sorting centre within Parcels). These commitments related mainly to new leases of vans and cars.
Capital expenditure
As at 31 December 2023, commitments in connection with capital expenditure amounted to €15 million (2022: €68 million) and were related to property, plant and equipment. These commitments primarily related to the new sorting centres of Parcels.
Purchase commitments
As at 31 December 2023, PostNL had unconditional purchase commitments of €101 million (2022: €138 million), primarily related to various service and maintenance contracts for information technology, security, salary registration and cleaning.
Other commitments
As at 31 December 2023, other commitments related to parking lots and social/community investments.
Contingent tax assets and liabilities
Multinational 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’s position and the resulting chance of income or risk of loss.
Guarantees
As 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.
Contingent legal liabilities
The 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 €1 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.
As a specific contingent legal liability, the Belgian labour inspectorate in 2021 filed several criminal cases against (among others) PostNL Belgium regarding alleged breaches of applicable social laws and regulations of delivery partners. PostNL has been subpoenaed for alleged false self-employment, illegal postings of employees and as an alleged accomplice for not paying the connected social contributions. The 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.
The 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’s 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.
Separation agreement PostNL and TNT Express
Following 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.