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PostNL N.V.

Quarterly Report Nov 4, 2013

3878_ir_2013-11-04-095100_b3a450cc-40e2-46d4-b1dd-5ae11f585b7c.pdf

Quarterly Report

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Q3 2013 Results Press release 4 November 2013

Table of contents

General


Highlights Q3
3

CEO statement
3

Review of operations Q3
4

Progress Q3 sustainable delivery 2013 – 2015
5

Pensions
5

Stake in TNT Express N.V.
5

Consolidated equity
5

Financial and equity position 2013 - 2016
6

Summary outlook 2013
6
Segmental overview

Key figures by segment
7

Mail in the Netherlands
7

Parcels
7

International
8

PostNL Other 8

Consolidated interim financial statements


Auditor's involvement
9

General information and description of our business
9

Basis of preparation
9

Segment information
11

Consolidated statement of financial position
12

Consolidated income statement
13

Consolidated statement of comprehensive income
13

Consolidated statement of cash flows
14

Consolidated statement of changes in equity
15

Notes to the consolidated interim financial statements
16
Other

Working days
21

Press releases since the second quarter 2013 results
21

Financial calendar
21

Contact information
21

Audio webcast and conference call
21

Additional information
21

Warning about forward-looking statements 22

PostNL reports solid third quarter results

Financial highlights Q3

  • Underlying revenue of €1,020 million (Q3 2012: €1,022 million)
  • Underlying operating income of €60 million (Q3 2012: €49 million)
  • Underlying cash operating income of €16 million (Q3 2012: €4 million)
  • Net cash from operating and investing activities of €79 million (Q3 2012: €(96) million)

Operational highlights Q3

  • Addressed mail volume Mail in the Netherlands declined by 12.2% like for like
  • Delivery quality increased to 96.6% (Q2 2013: 96.3%)
  • Parcels volumes grew by 8%
  • Positive contribution of International

Outlook 2013

  • Underlying cash operating income guidance increased to between €130 million and €160 million (previously €50 million - €90 million)
  • Cost savings guidance increased to between €90 million and €110 million (previously €60 million €80 million)
  • Continued focus on execution of reorganisation; savings coming in early
Key figures Q3 & YTD 2013
in € millions Q3 2013 Q3 2012 % Change YTD 2013 YTD 2012 % Change
Revenue 1,005 1,022 -2% 3,101 3,129 -1%
Operating income 36 41 -12% 146 221 -34%
Operating margin 3.6% 4.0% 4.7% 7.1%
Underlying revenue 1,020 1,022 0% 3,131 3,129 0%
Underlying operating income 60 49 22% 214 246 -13%
Underlying operating margin 5.9% 4.8% 6.8% 7.9%
Underlying cash operating income 16 4 300% 60 63 -5%
Underlying cash operating margin 1.6% 0.4% 1.9% 2.0%
Profit for the period 218 (165) 232% (189) 490 -139%
Profit for the period (excluding TNT Express) 2 12 -83% 39 112 -65%
Net cash from/(used in) operating and investing activities 79 (96) (58) (216)

CEO statement

Herna Verhagen, CEO of PostNL, states: "We reported a solid quarter, with Mail in the Netherlands in particular contributing to the strong financial results. Cost savings and also price increases impacted the results positively.

The reorganisation of Mail in the Netherlands is gaining pace. Cost savings are being realised ahead of schedule and are compensating for the addressed mail volume decline.

Parcels continued its good volume and revenue growth. In International, volumes and revenues grew and the segment contributed positively to PostNL's results.

Based on these results and to a large extent the speed of the realisation of cost savings, we now expect underlying cash operating income in 2013 of between €130 million and €160 million.

There are still a number of steps we need to take in order to achieve our 2015 outlook. With the progress made this year on business performance, pricing, the extension of the social plan and the collective labour and pension agreements we remain on track to deliver our underlying cash operating income target."

Note: underlying figures are at constant currency and exclude one-offs as detailed on page 4; comparative 2012 (segmental) figures have been restated to reflect the effect of the adoption of IAS19R as well as the transfer of customer contact services from Mail in the Netherlands to PostNL Other.

Review of operations Q3

Foreign Underlying Underlying 0 Reported
Q3 2013 One-offs exchange Q3 2013 Q3 2012 One-offs Q3 2012
506
192 - - 192 183 - 183
408
70
(145)
1,005 0 15 1,020 1,022 0 1,022
7 18 - 25 10 (1) 11
21 - - 21 21 0 21
7
8 - - 8 11 9 2
36 24 0 60 49 8 41
(24) (40)
(20) (5)
16 4
1.6% 0.4%
488
400
64
(139)
0
-
-
-
-
6
-
15
-
-
-
488
415
64
(139)
6
506
408
70
(145)
7
-
-
-
-
0

* Excluding one-offs

Reported revenue decreased 2% year on year to €1,005 million, whilst reported operating income decreased 12% to €36 million. Based on constant currencies the underlying revenue was €1,020 million, which is in line with the prior year. The foreign exchange effect of €15 million was caused by the decrease in the value of the GBP versus the EUR. Growth in Parcels and International largely compensated the declining revenue in Mail in the Netherlands.

The one-offs of €24 million in Q3 2013 consist of €18 million in Mail in the Netherlands (all restructuring related) and €6 million in International (€4 million restructuring related and €2 million rebranding/other one-off costs). The one-offs of €8 million in Q3 2012 related to €3 million for rebranding and €5 million for restructuring related charges.

Underlying operating income increased by €11 million from €49 million to €60 million. This increase is due to cost savings (€35 million), lower implementation costs (€2 million) and other items (€1 million), more than offsetting the negative volume/price/mix effect in Mail in the Netherlands (€11 million), higher autonomous costs (€8 million), lower contribution from International (€1 million) and higher pension expenses (€7 million).

The €16 million change in pension liabilities reflects the difference between the higher pension expenses (€7 million) and lower pension cash out (€9 million). The €15 million change in provisions mainly reflects higher cash out for (voluntary) redundancies.

Underlying cash operating income for the quarter was €16 million, an increase of €12 million compared to the same quarter in the prior year.

Net cash from operating and investing activities was €79 million, an increase of €175 million compared to the prior year. The improvement is mainly explained by phasing and timing effects both in tax (€55 million) and working capital (€44 million), lower capex (€19 million) and higher operational results.

At the end of Q3, net debt was €1,293 million, which compares to €1,373 million at the end of Q2 2013.

Progress Q3 sustainable delivery 2013 – 2015

PostNL's 2015 outlook for underlying cash operating income is €300 - 370 million.

Subject Q3 2013
Operations Mail in NL Centralisation with high
12 depots migrated while improving quality to 96.6% (YTD: 91 depots)
quality
Implementation new production overhead organisation started
Pensions / CLA Towards sustainable labour
Agreement in principle on pension arrangement resulting in lower
costs and lower risk pensions pension cash contribution and limitation of top-up payments
Price Enhance sustainable
Base price stamps increased as of 1 August 2013
profitability of mail products
December stamp and 1 January 2014 price increases announced

Tariff changes have been reviewed by ACM
Regulatory Underpinning cost savings and
Cancellation Monday delivery and Sunday collection as of 1 January
developments price increases 2014, expected to be approved by the Senate in Q4

Pensions

At the end of Q3 2013, the coverage ratio of the main pension fund was 105.8%. The €46 million conditional top-up payment invoice was cancelled.

As part of the pension agreement in principle as announced on 21 October 2013:

    1. The unlimited PostNL top-up payment obligation for deficits in the pension fund will be limited in two phases. During the period of 2014 up to and including 2018, an annual maximum of 1.25% of the pension obligation of the pension fund applies, supplemented with a conditional budget of a maximum of €300 million, to be used to prevent cut-backs in that period. Starting in 2019, only the annual maximum of 1.25% of the pension obligation will apply. In determining the top-up payment obligation, the resilience of the pension fund will be taken into account in the future;
    1. PostNL will supplete any coverage deficit by the end of 2013, for that part for which PostNL is responsible. PostNL is to supplement the amount required until the amount reaches €150 million in order to compensate for the implementation of the limitation of the top-up payment obligation;
    1. Any unconditional commitment, the €150 million mentioned above and other possible commitments required from the conditional budget of €300 million, are payable from the moment PostNL pays out dividend, but at the latest ten years after the moment the amounts have become unconditional, in all cases with a payment term of five years as from that date;
    1. The new pension arrangement will result in lower pension cash contributions in 2014.

The new pension arrangement is subject to approval by the trade unions' members and is intended to be effective as of 1 January 2014.

The pension expense in Q3 2013 amounted to €34 million (Q3 2012: €27 million). The total cash contributions were €58 million (Q3 2012: €67 million). As of 1 January 2013, employees started to contribute to their pensions.

Stake in TNT Express N.V.

The book value of the stake at the end of Q3 2013 amounted to €1,110 million, €207 million more than at the end of Q2 2013. The increase is the result of a reversed impairment of €218 million, PostNL's share in the net result of TNT Express (€2 million), purchase price adjustments (€(4) million), PostNL's share in direct equity movements of TNT Express (€(6) million) and the received dividend (€(3) million).

Consolidated equity

Total equity attributable to equity holders of the parent increased to €(670) million on 28 September 2013 from €(907) million as per 29 June 2013. This improvement is mainly due to the fair value adjustment of the stake in TNT Express N.V. Actuarial gains relating to pensions were €19 million, as return on plan assets were higher than assumed. Net profit excluding TNT Express was €2 million.

Financial and equity position 2013 - 2016

PostNL is well financed and has access to sufficient financial resources to meet its funding needs. In the period 2013 - 2016 we expect to gradually improve our equity position.

The present negative consolidated equity does not impact the company's operations, the timing of debt reductions and access to the available credit facility or the stock exchange listing.

PostNL's financial and equity position will continue to be vulnerable to changes in interest rates which will impact the pension position. An environment of higher interest rates will have a positive effect on the financial and equity position.

Summary outlook 2013

Further to our announcement of our expectation to exceed the outlook range of between €50 million and €90 million, we now quantify the 2013 outlook for underlying cash operating income to be between €130 million and €160 million. The main reasons to increase the outlook are cost savings coming in ahead of schedule, improved operational results, the tariff increase of the December stamp and lower restructuring cash out (partly phasing to 2014).

Updated guidance 2013 Underlying revenue Underlying cash operating income / margin
in € millions 2012 2013 2012 2013 2013 previously
Mail in NL 2,270 1 - mid single digit 0.9% 1 1 to 3% -1 to 1%
Parcels 730 + high single digit 13.7% 11 to 13%
International 1,624 + mid single digit 1.7% 1 to 3%
Total 4,330 stable 130 130 to 160 50 to 90

1 Actuals 2012 restated for transfer of customer contact services from Mail in NL to PostNL Other

Other updated indicators
in € millions 2012 2013 2013 previously
Cost savings 39 90 to 110 60 to 80
Related cash out from provisions 72 80 to 100 100 to 120
Capex 204 ~130 ~150

Segmental overview

Key figures by segment

Underlying revenue Underlying operating Underlying cash operating
income
in € millions Q3 2013 Q3 2012 % Change Q3 2013 Q3 2012 % Change Q3 2013 Q3 2012 % Change
Mail in NL 488 506 -4% 25 10 (2) (17) 88%
Parcels 192 183 5% 21 21 0% 20 20 0%
International 415 408 2% 6 7 -14% 6 7 -14%
PostNL Other 64 70 -9% 8 11 -27% (8) (6) -33%
Intercompany (139) (145) 4% 0% - - 0%
PostNL 1,020 1,022 0% 60 49 22% 16 4
Note: underlying figures are at constant currency and exclude one-offs
Underlying revenue Underlying operating
income
Underlying cash operating
income
in € millions YTD 2013 YTD 2012 % Change YTD 2013 YTD 2012 % Change YTD 2013 YTD 2012 % Change
Mail in NL 1,533 1,621 -5% 101 103 -2% (2) (19) 90%
Parcels 584 522 12% 69 81 -15% 64 78 -18%
International 1,247 1,194 4% 17 17 0% 18 17 6%
PostNL Other 196 219 -11% 27 45 -40% (20) (13) -54%
Intercompany (429) (427) -1% 0% 0%
PostNL 3,131 3,129 0% 214 246 -13% 60 63 -5%
Note: underlying figures are at constant currency and exclude one-offs - -

Mail in the Netherlands

Mail in the Netherlands' addressed mail volumes declined by 12.2% in Q3 (13.5% including election in 2012). The main reason for this decline remains substitution. Underlying revenue declined by 4%, helped by a positive price effect on addressed mail (including the contribution of the tariff increase per 1 August 2013) and revenue mix.

Underlying operating income in Mail in the Netherlands increased €15 million to €25 million. Cost savings of €30 million, lower implementation costs (€2 million) and other items (€2 million) more than offset the negative volume/price/mix effect in addressed mail (€11 million). Autonomous cost increases had a negative impact of €8 million.

Underlying cash operating income increased by €15 million to €(2) million, due to higher underlying operating income (€15 million), lower changes in pension liabilities (€10 million) and higher cash out from provisions (€10 million).

Parcels

Parcels continued to show strong volume growth (+8%). Revenues grew 5% explained by volume growth and a change in customer/product mix, resulting in a lower average price per parcel. Underlying cash operating income was flat at €20 million, however when adjusted for the effect of Pharma & Care (previously trans-o-flex) in 2012, the operational performance improved by €3 million.

The New Logistics Infrastructure (NLI) programme is fully up to speed and on track for completion in 2015. Parcels opened new depots in Den Haag and Haarlem. As per the end of Q3, 12 depots have become operational as part of the NLI. Currently, around 65%-70% of volumes are running through the new NLI network, which delivers cost savings in line with our expectations. In Q3, capital expenditures for NLI were €10 million.

International

Underlying revenue
in € millions Q3 2013 Q3 2012 % Change YTD 2013 YTD 2012 % Change
United Kingdom 193 196 -2% 564 547 3%
Germany 133 123 8% 407 377 8%
Italy 53 49 8% 165 150 10%
Spring and Other 36 40 -10% 111 120 -8%
International 415 408 2% 1,247 1,194 4%

International underlying revenues increased by 2% to €415 million. Underlying cash operating income was €6 million compared to €7 million in Q3 2012. When excluding the effect from the start-up losses for the roll out of the E2E in the UK, the result is in line with last year.

In the United Kingdom, revenues amounted to €193 million while volumes increased by 3%. Due to the change in product mix, revenues decreased however the margin increased.

E2E volumes reached a level of 1.2 million items per week and progress was made with further costs and efficiency improvements. The process to find a co-investor is progressing. Preparations for E2E services in Manchester have started.

In Germany, revenues grew to €133 million (+8%) driven by good volumes, both from new and existing clients. Cost savings were realised according to plan. Germany is still on track for break-even in 2013, driven by further revenue growth.

In Italy, revenues increased to €53 million (+8%). Formula Certa's volumes and revenues continued to show strong growth. The coverage of Formula Certa increased to 72% of households.

PostNL Other

PostNL Other represents head office entities, including the difference between the recorded IFRS employer pension expense for the pension plans and the actual cash payments received from all segments. Revenue decreased by €6 million to €64 million due to lower internal revenues. Underlying cash operating income was €(8) million (Q3 2012: €(6) million) as cost savings were more than offset by higher restructuring and pension cash out.

Consolidated interim financial statements

Auditor's involvement

The content of this interim financial report has not been audited or reviewed by an external auditor.

General information and description of our business

PostNL N.V. ('PostNL' or the 'Company') is a public limited liability company with its registered seat and head office in 's-Gravenhage, the Netherlands.

PostNL provides businesses and consumers in the Benelux, Germany, the UK and Italy with an extensive range of services for their mail needs. PostNL's services involve collecting, sorting, transporting and delivering of letters and parcels for the Company's customers within specific timeframes. The Company also provides services in the areas of data and document management, direct marketing and fulfilment.

Following the demerger in 2011, PostNL holds a share of 29.8% in TNT Express N.V. ('TNT Express'). Both PostNL N.V. and TNT Express N.V. are listed on NYSE Euronext in Amsterdam.

Basis of preparation

The interim financial statements have been prepared in accordance with IAS 34 'Interim financial reporting'.

The information is reported on a year-to-date basis ending 28 September 2013. Where material to an understanding of the period starting 1 January 2013 and ending 28 September 2013, further information is disclosed. The interim financial statements were discussed and approved by the Board of Management. The interim financial statements should be read in conjunction with the consolidated 2012 Annual Report of PostNL N.V. as published on 25 February 2013.

Apart from the changes in accounting for Employee Benefits (IAS 19R) and the stake in TNT Express, all other significant accounting policies applied in these consolidated interim financial statements are consistent with those applied in PostNL's consolidated 2012 Annual Report for the year ended 31 December 2012.

The measure of profit and loss and assets and liabilities is based on the Group Accounting Policies, which are compliant with IFRS as endorsed by the European Union. The pricing of intercompany transactions is done at arm's length.

Revised IAS 19 'Employee Benefits' standard

In 2011, the IASB issued IAS 19R 'Employee Benefits'. IAS 19R was endorsed by the European Union on 5 June 2012 and is effective as from 1 January 2013. The main changes in IAS 19R are:

  • the requirement to recognise all actuarial gains and losses immediately within other comprehensive income, with the cancellation of the amortisation of the unrecognised actuarial gains and losses as a consequence, and
  • the interest costs and the expected return on plan assets are replaced by a net interest amount that is calculated by applying the discount rate to the net defined benefit liability / asset.

Furthermore, PostNL decided:

• to report the net interest on the net defined benefit liability / asset as 'Interest and similar expenses / income' below operating income, to better reflect the operating expenses related to PostNL's pension plans.

The comparative figures of 2012 have been restated for these changes.

As future actuarial results also have to be recognised immediately and are heavily dependent on interest rate movements, consolidated equity will show fluctuations when actual developments differ from expected developments.

Reclassification of the stake in TNT Express

In January 2013, UPS withdrew its offer for TNT Express. Management expects the stake in TNT Express will be monetised in the medium term to create better value for the shareholders, after stability has returned to TNT Express. Accordingly, the stake in TNT Express no longer met the criteria under IFRS 5 to be classified as asset held for sale and is therefore, as of Q1 2013, accounted for as investment in associates using the equity method.

Under IFRS 5 / IAS 28 the change in the reporting of the stake in TNT Express as investments in associates needs to be applied retrospectively as from the moment it was accounted for as assets held for sale. This was effective

per the end of Q1 2012. Consequently, the comparative figures of 2012 have been restated as from the end of Q1 2012.

Reclassification of customer contact services

In Q2 2013, PostNL decided to stop the sales process of its customer contact services. The coming years, management will first target for further improvement of results. Accordingly, as of Q2 2013, the criteria under IFRS 5 to be classified as assets held for sale were no longer met. The results will continue to be reported in PostNL Other.

Under IFRS 5 the change in the reporting of the customer contact services needs to be applied retrospectively as from the moment it was accounted for as assets held for sale. This was effective per the end of Q3 2012. Consequently, the comparative figures of 2012 have been restated as from the end of Q3 2012.

Summary of restatements

The following table summarises the effect on the consolidated balance sheet and consolidated (comprehensive) income statement of the adoption of IAS 19R and the reclassification of the stake in TNT Express, both for YTD Q3 2012 and for the full year 2012. The impact of the transfer of customer contact services is only included in the YTD Q3 and full year 2012 consolidated balance sheet. The transfer had no impact on the 2012 consolidated (comprehensive) income statement.

Customer Customer
Reported Stake in contact Restated Reported Stake in contact Restated
YTD 2012 TNT Express services YTD 2012 FY 2012 IAS19R TNT Express services FY 2012
5 - 1,318 1,323 6 1,367 - 1,373
1,358 (1,358) - 1,487 (1,487)
22 146 23 47 70
690 - 13 703 708 - 4 712
2,075 (1,212) 1,318 2,224 (1,440) 1,367 2,155
1,050 - 7 1,057 1,002 - 8 1,010
1,385 - (1,318) (20) 1,430 (1,367) 51
4,510 (1,212) 0 0 3,298 4,656 (1,440) 0 0 3,216
938 (1,583) 1,080 (1,372) (292)
423 (381) 451 (410) 41
206 752 193 342 537
1,783 - 2 1,785 1,734 - 1 1,735
2,412 371 - 4 2,787 2,378 (68) 2,313
1,150 - 6 1,156 1,187 - 8 1,195
10 11
4,510 (1,212) 0 0 3,298 4,656 (1,440) 0 0 3,216
IAS19R 13
2
(10)
168
2,194
47
(645)
42
960
4
(12)
2
3
(11)
in € millions Reported
YTD 2012
IAS19R Stake in
TNT Express
Restated
YTD 2012
Reported
FY 2012
IAS19R Stake in
TNT Express
Restated
FY 2012
Total revenue 3,129 - 3,129 4,330 - 4,330
Other income 30 (1) 29 32 (1) 31
Salaries, pensions and social security contr. (987) (34) (1,021) (1,293) (30) (1,323)
Depreciation, amortisation and impairm. (259) - 184 (75) (250) - 135 (115)
Other operating expenses (1,841) - (1,841) (2,528) - (2,528)
Total operating expenses (3,087) (34) 184 (2,937) (4,071) (30) 135 (3,966)
Operating income 72 (34) 183 221 291 (30) 134 395
Net financial expenses (78) 3 (75) (104) 5 (99)
Results from investments in associates 1 7 8 1 (14) (13)
Reversal of/(Impairment) of invest. in ass. 570 - (200) 370 570 - (122) 448
Profit/(loss) before income taxes 565 (31) (10) 524 758 (25) (2) 731
Income taxes (42) 8 (34) (80) 6 (74)
Profit for the period 523 (23) (10) 490 678 (19) (2) 657
Earnings per (diluted) ordinary share (in € cents) 1 128.1 111.4 153.9 149.1
Actuarial losses pensions, net of tax (867) (867) (661) (661)
Share other comprehensive income ass. (5) - 10 5 (5) - 2 (3)
Other compreh. income for the period 9 - 9 -
Total compreh. income for the period 527 (890) 0 (363) 673 (680) 0 (7)

1 Based on an average of 439,973,297 outstanding ordinary shares (2012 retrospectively restated for stock dividend).

The full year 2012 impact of IAS 19R on the reported comprehensive income of €(661) million net of taxes (YTD Q3 2012: €(867) million net of taxes) is mainly due to a decreased discount rate from 4.8% per year-end 2011 to 3.7% per year-end 2012 (3.3% per Q3 2012), partly offset by a higher than assumed return on plan assets.

As the Company is required to apply IAS 19R retrospectively, the adoption also affects the opening balance sheet equity of the comparative year. The equivalent effect of the adoption as per 1 January 2012 on equity amounts to €(693) million net of taxes.

Segment information

PostNL operates its businesses through the reportable segments Mail in the Netherlands, Parcels, International and PostNL Other.

The following table presents the segment information relating to the income statement and total assets of the reportable segments for the first nine months of 2013 and 2012.

in € millions Inter
YTD 2013 ended at 28 September 2013 Mail in NL Parcels International PostNL Other company Total
Net sales 1,438 446 1,191 17 0 3,092
Inter-company sales 92 133 26 178 (429) 0
Other operating revenue 3 5 0 1 0 9
Total operating revenue 1,533 584 1,217 196 (429) 3,101
Other income 5 0 0 1 0 6
Depreciation/impairment property,
plant and equipment /assets held for sale (34) (9) (7) (18) 0 (68)
Amortisation/impairment intangibles (11) (3) (4) (3) 0 (21)
Total operating income 1 66 11 68 0 146
Total assets 623 244 468 1,583 0 2,918
YTD 2012 ended at 29 September 2012
Net sales 1,522 409 1,166 22 0 3,119
Inter-company sales 97 109 27 194 (427) 0
Other operating revenue 2 4 1 3 0 10
Total operating revenue 1,621 522 1,194 219 (427) 3,129
Other income 11 17 1 0 0 29
Depreciation/impairment property,
plant and equipment (29) (5) (6) (16) 0 (56)
Amortisation/impairment intangibles (10) (3) (3) (3) 0 (19)
Total operating income 91 81 16 33 0 221
Total assets at 31 December 2012 696 212 443 1,865 3,216

The comparative figures over 2012 have been restated for the adoption of IAS 19R, the reclassification of the stake in TNT Express as investments in associates and the transfer of customer contact services from Mail in the Netherlands to PostNL Other.

As at 28 September 2013 the total assets within PostNL Other mainly included the stake in TNT Express for an amount of €1,110 million (31 December 2012: €1,367 million) and cash. Total operating income of PostNL Other does not include the results from investments in associates as these are presented below operating income.

note
28 September 2013
31 December 2012
in € millions
ASSETS
Non-current assets
Intangible assets
Goodwill
112
113
Other intangible assets
50
57
Total
(1)
162
170
Property, plant and equipment
Land and buildings
322
303
Plant and equipment
133
142
Other
40
42
Construction in progress
41
51
Total
(2)
536
538
Financial fixed assets
Investments in associates
(3)
1,116
1,373
Other loans receivable
4
4
Deferred tax assets
107
70
Other financial fixed assets
1
0
Total
1,228
1,447
Total non-current assets
1,926
2,155
Current assets
Inventory
9
9
Trade accounts receivable
435
437
Accounts receivable
35
50
Income tax receivable
2
4
Prepayments and accrued income
135
119
Cash and cash equivalents
(6)
330
391
Total current assets
946
1,010
Assets classified as held for sale
46
51
Total assets
2,918
3,216
LIABILITIES AND EQUITY
Equity
Equity attributable to the equity holders of the parent
(670)
(301)
Non-controlling interests
7
9
Total
(5)
(663)
(292)
Non-current liabilities
Deferred tax liabilities
37
41
Provisions for pension liabilities
(4)
611
537
Other provisions
(7)
132
117
Long-term debt
(6)
1,618
1,616
Accrued liabilities
1
2
Total
2,399
2,313
Current liabilities
Trade accounts payable
192
237
Other provisions
(7)
77
91
Other current liabilities
258
241
Income tax payable
95
27
599
Accrued current liabilities
560
Total
1,182
1,195
Total liabilities and equity
2,918
3,216
Consolidated statement of financial position Restated
Consolidated income statement Restated Restated
in € millions note Q3 2013 Q3 2012 YTD 2013 YTD 2012
Net sales 1,002 1,018 3,092 3,119
Other operating revenue 3 4 9 10
Total revenue 1,005 1,022 3,101 3,129
Other income 1 4 6 29
Cost of materials (38) (44) (123) (134)
Work contracted out and other external expenses (5
11)
(543) (1,552) (1,566)
Salaries, pensions and social security contributions (343) (333) (1,063) (1,021)
Depreciation, amortisation and impairments (33) (26) (89) (75)
Other operating expenses (45) (39) (134) (141)
Total operating expenses (970) (985) (2,961) (2,937)
Operating income 36 41 146 221
Interest and similar income 4 8 5 25
Interest and similar expenses (33) (33) (93) (100)
Net financial expenses (29) (25) (88) (75)
Results from investments in associates (3) (2) (1) 36 8
Reversal of/(Impairment) of investments in associates (3) 218 (176) (263) 370
Profit/(loss) before income taxes 223 (161) (169) 524
Income taxes (8) (5) (4) (20) (34)
Profit for the period 218 (165) (189) 490
Attributable to:
Non-controlling interests (1) - (1) 0
Equity holders of the parent 219 (165) (188) 490
Earnings per (diluted) ordinary share (in € cents) 1 49.8 (37.5) (42.7) 111.4
1 Based on an average of 439,973,297 outstanding ordinary shares (2012 retrospectively restated for stock dividend).
Consolidated statement of comprehensive income Restated Restated
in € millions Q3 2013 Q3 2012 YTD 2013 YTD 2012
Profit for the period 218 (165) (189) 490
Gains/(losses) on cashflow hedges, net of tax 2 6 (2) 7
Currency translation adjustment, net of tax 1 1 (1) 2
Actuarial gains/(losses) pensions, net of tax (4) 19 (212) (158) (867)
Share other comprehensive income associates (3) (6
)
(3) (21) 5
Total other comprehensive income for the period 16 (208) (182) (853)
Total comprehensive income for the period 234 (373) (371) (363)
Attributable to:
Non-controlling interests (1) - (1) 0
Equity holders of the parent 235 (373) (370) (363)

The profit for the period related to the stake in TNT Express is reported in the lines 'results from investments in associates' and 'reversal of/(impairment) of investments in associates'. In Q3 2013, profit for the period excluding the results from the stake in TNT Express was €2 million (Q3 2012 restated: €12 million). In 2013, YTD profit for the period excluding the results from the stake in TNT Express was €39 million (YTD Q3 2012 restated: €112 million).

Consolidated statement of cash flows
in € millions
note Q3 2013 Restated
Q3 2012
YTD 2013 Restated
YTD 2012
Profit/(loss) before income taxes 223 (161) (169) 524
Adjustments for:
Depreciation, amortisation and impairments
33 26 89 75
Share-based payments 3 - 3 -
(Profit)/loss on assets held for sale (1) (1) (5) (11)
(Profit)/loss on sale of Group companies/joint ventures - - - (1)
Negative goodwill on acquisition of Group companies - (4) - (17)
Interest and similar income (4) (8) (5) (25)
Interest and similar expenses 33 33 93 100
(Reversal of) impairments and results of investments in associates (216) 177 227 (378)
Investment income (188) 197 310 (332)
Pension liabilities (24) (40) (151) (119)
Other provisions 3 (25) 1 (75)
Changes in provisions (21) (65) (150) (194)
Inventory (1) - - -
Trade accounts receivable - (8) - (2)
Other accounts receivable (12) (8) 14 (2)
Other current assets (1) 3 (17) (44)
Trade accounts payable (21) (1) (48) 6
Other current liabilities excluding short-term financing and taxes 47 (18) (35) (65)
Changes in working capital 12 (32) (86) (107)
Cash generated from operations 62 (35) (3) (34)
Interest paid (41) (44) (59) (63)
Income taxes received/(paid) (8) 72 17 62 (20)
Net cash from/(used in) operating activities (9) 93 (62) 0 (117)
Interest received 4 4 5 12
Dividends received 3 - 8 1
Acquisition of subsidiairies and joint ventures (net of cash) - 2 - 15
Capital expenditure on intangible assets (4) (6) (13) (20)
Capital expenditure on property, plant and equipment (17) (34) (67) (127)
Proceeds from sale of property, plant and equipment - 2 9 23
Other changes in (financial) fixed assets - (2) - (2)
Changes in non-controlling interests - - - (1)
Net cash (used in)/from investing activities (9) (14) (34) (58) (99)
Changes related to non-controlling interests - - (3) (2)
Proceeds from long term borrowings - 3 - 3
Proceeds from short term borrowings 1 8 3 19
Repayments of short term borrowings - - (1) (74)
Repayments of finance leases - - (1) (1)
Net cash (used in)/from financing activities (9) 1 11 (2) (55)
Total change in cash 80 (85) (60) (271)
Cash at the beginning of the period 250 483 391 668
Exchange rate differences - - (1) 1
Total change in cash 80 (85) (60) (271)
Cash at the end of the period 330 398 330 398
Consolidated statement of changes in equity
in € millions Issued
share
capital
Additional
paid in
capital
Translation
reserve
Hedge
reserve
Other
reserves
Retained
earnings
Attributable to
equity holders of
the parent
Non
controlling
interests
Total equity
Balance at 31 December 2011
Effect of adoption IAS19R
31 151 8 (12) (1,478)
(690)
1,700 400
(690)
14
(3)
414
(693)
Balance at 1 January 2012 31 151 8 (12) (2,168) 1,700 (290) 11 (279)
Total comprehensive income - - 7 2 (862) 490 (363) - (363)
Appropriation of net income - - - - 1,091 (1,091) 0 - 0
Final dividend previous year 2 (2) - - - - 0 - 0
Interim dividend current year 2 (2) - - - - 0 - 0
Other - - - - (2) - (2) (1) (3)
Total direct changes in equity (4) 4 0 0 1,089 (1,091) (2) (1) (3)
Balance at 29 September 2012 35 147 10 (5) (1,941) 1,099 (655) 10 (645)
Balance at 31 December 2012 35 147 9 (13) (1,744) 1,265 (301) 9 (292)
Total comprehensive income - - (2) (1) (179) (188) (370) (1) (371)
Appropriation of net income - - - - 325 (325) 0 - 0
Share-based compensation - - - - 3 - 3 - 3
Other - - - - (2) - (2) (1) (3)
Total direct changes in equity 0 0 0 0 326 (325) 1 (1) 0
Balance at 28 September 2013 35 147 8 (15) (1,597) 752 (670) 7 (663)

Notes to the consolidated interim financial statements

1. Intangible assets

Restated
in € millions YTD 2013 YTD 2012
Balance at 1 January 170 176
Additions 13 21
Amortisation and impairments (21) (19)
Other 0 2
Balance at end of period 162 180

At Q3 2013, the intangible assets of €162 million consist of goodwill for an amount of €112 million and other intangible assets for an amount of €50 million. Goodwill resulted from acquisitions in the past in the segments Mail in the Netherlands (€57 million), International (€50 million), Parcels (€3 million) and PostNL Other (€2 million).

Additions to the intangible assets of €13 million concern additions to software including prepayments for software.

2. Property, plant and equipment

Restated
in € millions YTD 2013 YTD 2012
Balance at 1 January 538 451
Capital expenditures 67 127
Acquisitions 0 3
Disposals (1) (7)
Depreciation and impairments (67) (56)
Exchange rate differences (1) 0
Balance at end of period 536 518

Capital expenditures of €67 million mainly relate to the New Logistics Infrastructure of Parcels for €46 million and for €6 million to projects related to the cost savings initiatives.

Depreciation and impairments increased by €11 million mainly due to a write-down on real estate of €7 million.

3. Investments in associates

The following table presents the changes of the carrying value of the stake in TNT Express.

Restated
in € millions YTD 2013 YTD 2012
Balance at 1 January 1,367 936
Share in net result 47 20
Purchase price adjustments* (12) (12)
Share in direct equity movements (21) 5
Dividend received (8) (1)
Reversal of / (Impairment) (263) 370
Balance at end of period 1,110 1,318
* The purchase price adjustments includes the reversal of fair value adjustments included in the net result of TNT Express and additional net depreciation and amortisation charges

following the fair value adjustments identified at first recognition.

The share in the net result and direct equity movements of TNT Express are based on the Q3 2013 report of TNT Express, as published on 28 October 2013. The purchase price adjustments of €12 million include the net amortisation charge of the identified intangibles. In 2013, PostNL received a dividend of €8 million from TNT Express.

As a result of the withdrawal of the offer of UPS in Q1 2013, the share price of TNT Express decreased from €8.43 per 31 December 2012 to €5.72 as per 28 March 2013 resulting in an impairment charge of €481 million. In Q2 2013, the share price of TNT Express increased to €5.76 as per 28 June 2013, which did not trigger the reversal of previously recognised impairments. In Q3 2013, the share price of TNT Express increased to €6.85 per 27 September 2013 resulting in a partial reversal of the impairment charges of €218 million increasing the book value of the stake in TNT Express to the fair (market) value of €1,110 million as at 28 September 2013. The fair

(market) value has been determined by multiplying the closing share price at 27 September 2013 of €6.85 by the total number of issued ordinary shares held by PostNL of 162,130,035.

The following table presents summarised financial information of TNT Express, as reported by TNT Express in its Q3 2013 report, published on 28 October 2013.

Condensed information TNT Express N.V.
Balances at end of period/Results and cashflows over the period 28 Sep 2013 31 Dec 2012*
Non-current assets 2,106 2,565
Current assets 2,104 1,902
Equity 2,377 2,617
Non-current liabilities 420 455
Current liabilities 1,413 1,395
YTD 2013 YTD 2012*
Net sales 4,862 5,114
Operating income (40) 210
Profit/(loss) attributable to the shareholders (154) 62
Net cash from operating activities 275 172
Net cash used in investing activities (46) (15)
Net cash used in financing activities (49) (90)
Changes in cash and cash equivalents 180 67
* Restated for IAS19R.

At Q3 2013, other investments in associates amounted to €6 million. These investments relate mainly to minority shareholdings within the segment Mail in the Netherlands and in Germany within the segment International.

4. Pensions

In 2013, the provision for pension liabilities increased by €74 million.

Restated
in € millions YTD 2013 YTD 2012
Balance at 1 January 537 (75)
Operating expenses 95 78
Interest expenses 14 (3)
Employer contributions and early retirement payments (246) (197)
Actuarial losses/(gains) 211 1,157
Balance at end of period 611 960

The employer contributions in 2013 included the payment of unconditional top-up invoices for €64 million (2012: €0 million).

Under IAS 19R, the pension provision is updated quarterly for changes in discount rate, long term expected benefit increases and actual plan assets return. Compared to year-end 2012, the IAS 19 discount rate (3.7%) and the long term expected benefit increases (1.5%) per the end of Q3 2013 remained unchanged, which made total plan liabilities in line with expectations. Total plan assets return was lower than assumed, which negatively influenced the net pension position in 2013 by €211 million.

Within other comprehensive income, the net impact of the actuarial losses in 2013 amounted to €(158) million (2012: €(867) million).

During the first nine months of 2013, the coverage ratio of PostNL's main pension fund increased to 105.8% from 102.5% as per 31 December 2012. Per Q3 2013, all unconditional top-up invoices have been paid.

The expenses for defined contribution plans in 2013 were €4 million (2012: €3 million).

5. Equity

As a result of the adoption of IAS 19R, consolidated equity attributable to the equity holders of the parent has been restated from €1,069 million to €(301) million per 31 December 2012. During 2013, consolidated equity further decreased to €(670) million on 28 September 2013. The decrease of €369 million in 2013 is mainly

explained by the value adjustment of the stake in TNT Express for an amount of €257 million and the net impact of the actuarial losses related to the defined benefit pension schemes of €158 million.

Corporate equity

As a result of the adoption of IAS 19R, total corporate shareholders' equity has been restated by €1,168 million from €2,306 million to €1,138 million per 31 December 2012. During 2013, corporate equity decreased to €1,013 million on 28 September 2013. Distributable corporate equity amounted to €(571) million on 28 September 2013.

We refer to the 2012 Annual Report of PostNL N.V. as published on 25 February 2013 for detailed information on the main differences between consolidated and corporate equity.

in millions 28 Sep
2013
31 Dec
2012
Restated
29 Sep
2012
Number of issued and outstanding shares 440.0 440.0 440.0
of which held by the company 0.0 0.0 0.0
Year-to-date average number of (diluted) shares 440.0 440.0 440.0

6. Net debt

Restated
28 Sep 31 Dec
in € millions 2013 2012
Short term debt 9 3
Long term debt 1,618 1,616
Total interest bearing debt 1,627 1,619
Long term interest bearing assets (4) (3)
Cash and cash equivalents (330) (391)
Net debt 1,293 1,225

The net debt position as at 28 September 2013 increased by €68 million compared to 31 December 2012 mainly due to net cash used in investing activities of €(58) million.

7. Provisions

The provisions consist of long term and short term provisions for restructuring, claims and indemnities and other employee benefits. In 2013, the balance of the long term and short term provisions increased by €1 million, from €208 million to €209 million.

Restated
in € millions YTD 2013 YTD 2012
Balance at 1 January 208 333
Additions 74 16
Withdrawals (65) (87)
Releases (9) (4)
Interest/other 1 4
Balance at end of period 209 262

The additions of €74 million in 2013 mainly relate to the cost savings initiatives for the restructuring within the head office departments (€26 million), within operations (€32 million) and within marketing and sales (€8 million).

The withdrawals of €65 million in 2013 related mainly to settlement agreements following the execution of the cost savings initiatives, including those within the joint venture 'Postkantoren' (€56 million in total).

8. Taxes

Restated
Effective Tax Rate YTD 2013 YTD 2012
Dutch statutory tax rate 25.0% 25.0%
Other statutory tax rates 3.3% 0.9%
Average statutory tax rate 28.3% 25.9%
Non/partly deductible costs 4.5% 1.1%
Exempt income -0.1%
Other 1.1% -3.6%
Effective tax rate - like-for-like 33.9% 23.3%
Impact stake TNT Express -45.7% -16.8%
Effective tax rate - reported -11.8% 6.5%

The tax expense in PostNL's statement of income in the first nine months of 2013 amounted to €20 million (2012: €34 million), or -11.8% (2012: 6.5%) of the profit/(loss) before tax of €(169) million (2012: €524 million).

The profit before tax in the first nine months of 2013, excluding the impact of the stake in TNT Express of €(228) million (2012: €378 million) predominantly covering the impairment of the stake in TNT Express, was €59 million (2012: €146 million), with a corresponding effective tax rate of 33.9% (2012: 23.3%). Results of the stake in TNT Express are non taxable and impacted the effective tax rate of 2013 by -45.7% (2012: -16.8%).

The effective tax rate before the impact of the stake in TNT Express over 2013 was 10.6% higher compared to 2012. This increase was mainly caused by the impact of a significantly lower profit before tax in 2013 compared to 2012, combined with higher non and partly deductible costs (interest and costs related to share plans) and the difference in the line Other (mainly one-off benefits regarding prior years and irrecoverable losses for which no deferred tax assets have been recognised).

The income taxes received in 2013 amounted to €62 million (2012: €20 million paid). These income taxes received were mainly caused by refunds on preliminary tax assessments in the Netherlands (€74 million) relating to timing differences.

9. Cash flow statement

The net cash from operating activities YTD increased by €117 million to €0 million in 2013: cash generated from operations contributed €(34) million and income taxes received/(paid) €82 million. The increase in cash generated from operations of €31 million was mainly due to lower cash out from working capital (€21 million), lower withdrawals from other provisions (€22 million), lower cash out from pensions (€14 million) and higher operational results, partly offset by pension top-up payments (€64 million).

The net cash used in investing activities decreased by €41 million to €58 million in 2013 from €99 million in 2012. Lower capital expenditures of €67 million were partly offset by lower proceeds from the sale of property, plant and equipment of €(14) million and lower cash in from acquisition of subsidiaries of €(15) million. The cash in from the acquisition of subsidiaries in 2012 related to the acquisition of trans-o-flex.

The net cash used in financing activities decreased by €53 million to €(2) million in 2013 from €(55) million in 2012. In 2012, the cash outflow of €55 million mainly related to the repayment of a German private placement of €30 million and changes in bank overdrafts of €25 million.

10. Labour force

Headcount 28 Sep 31 Dec
2013 2012
Mail in NL 46,301 54,474
Parcels 3,192 3,510
International 6,873 6,274
PostNL Other 1,823 2,153
Total 58,189 66,411

The number of employees working at PostNL at 28 September 2013 was 58,189, which is a decrease of 8,222 employees compared to 31 December 2012. This decrease is mainly the result of extra temporary employees that were hired in December 2012 within Mail in the Netherlands to handle Christmas mail and of outflow relating to cost savings initiatives.

Average FTE's
YTD 2013 YTD 2012
Mail in NL 20,656 23,261
Parcels 2,883 2,829
International 5,654 5,180
PostNL Other 1,654 1,832
Total 30,847 33,102

The average number of full time equivalents (FTE) working at PostNL during the first nine months of 2013 was 30,847, which is a decrease of 2,255 FTE compared to the same period last year. Reductions within operations in Mail in the Netherlands were partly offset by an increase in International.

11. Related parties

As at 28 September 2013, the year to date purchases of PostNL from joint ventures amounted to €8 million (2012: €17 million). During 2013 no sales were made by PostNL companies to its joint ventures. The net amounts due to the joint venture entities amounted to €1 million (2012: €10 million).

As at 28 September 2013, no material amounts were receivable/payable by PostNL from/to associated companies. In 2013, the value of the transactions with TNT Express was not material and related to business activities.

As at 28 September 2013, no events have occurred that triggered disclosure of a significant contingent asset or liability under IAS 34 following the agreements with TNT Express.

12. Subsequent events

On 21 October 2013, PostNL announced the agreement reached with the trade unions and Stichting Pensioenfonds PostNL on the execution and funding of the pension arrangement as proposed by PostNL and the trade unions in December 2012.

Other

Working days

Working days Q1 Q2 Q3 Q4 Total
2012 65 61 65 64 255
2013 63 61 65 65 254
2014 62 62 65 66 255

Press releases since the second quarter 2013 results

21 October 2013 Agreement on implementation and funding of new PostNL pension arrangement
19 September 2013 PostNL expected to achieve higher underlying cash operating income in 2013
19 September 2013 New PostNL rates

Financial calendar

24 February 2014 Publication of Q4 & FY 2013 results
6 May 2014 Publication of Q1 2014 results
4 August 2014 Publication of Q2 & HY 2014 results
3 November 2014 Publication of Q3 2014 results

Contact information

Published by PostNL N.V.
Prinses Beatrixlaan 23
2595 AK The Hague
The Netherlands
T: +31 88 86 86 161
Investor Relations Richard Piekaar
Director Treasury & Investor Relations
M: +31 619 269 499
E: [email protected]
Inge Steenvoorden
Manager Investor Relations
M: +31 6 10 51 96 70
E: [email protected]
Media Relations Werner van Bastelaar
Manager Media Relations and Public Relations
T: +31 88 86 88260
M : +31 631 02 26 97
E : [email protected]
Herbert Brinkman
Senior spokesman
T: +31 88 86 88260
M: + 31 637 165 743
E: [email protected]

Audio webcast and conference call Q3 2013 results

On 4 November 2013, at 14.00 CET, the conference call for analysts and investors will start. The conference call can be followed live via an audio webcast on www.postnl.com.

Additional information

Additional information available at www.postnl.com.

Warning about forward-looking statements

Some statements in this press release are 'forward-looking statements'. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may occur in the future. These forward-looking statements involve known and unknown risks, uncertainties and other factors that are outside of our control and impossible to predict and may cause actual results to differ materially from any future results expressed or implied. These forward-looking statements are based on current expectations, estimates, forecasts, analyses and projections about the industries in which we operate and management's beliefs and assumptions about possible future events. You are cautioned not to put undue reliance on these forward-looking statements, which only speak as of the date of this press release and are neither predictions nor guarantees of possible future events or circumstances. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.

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