2005 annual report and Form 20-FNotes to the consolidated financial statements
GENERAL INFORMATION AND DESCRIPTION OF OUR BUSINESS
TNT N.V. (formerly called TPG N.V.) is a public limited liability company domiciled in Amsterdam, the Netherlands. The consolidated financial statements include the financial statements of TNT N.V. and its consolidated subsidiaries (hereafter referred to as "we", "TNT", "our" or "us"). We changed our name from TNT Post Group N.V. to TPG N.V. on 6 August 2001 and we changed our name from TPG N.V. to TNT N.V. on 11 April 2005. TNT N.V. was incorporated under the laws of the Netherlands on 29 December 1997 and is listed on the Amsterdam, New York, London and Frankfurt stock exchanges. On 20 February 2006 we announced our intention to delist from the London and Frankfurt stock exchanges in the first half of 2006, as the costs and requirements for these listings are not justified by the low trading volume in our shares at both stock exchanges.
In December 2005 we announced a strategy to focus on our core competency of providing delivery services by expertly managing delivery networks. Based on our refined strategy we will now manage our business through two divisions: mail and express, with the express division including both our express and our freight management businesses. The mail segment primarily provides services for collecting, sorting, transporting and distributing domestic and international mail. The express segment provides demand door-to-door express delivery services for customers sending documents, parcels and freight worldwide. The freight management segment provides air and sea freight transportations by acquiring cargo space from airline and shipping firms.
The majority of our former logistics division is reported as discontinued operations/assets held for sale. Consequently, in our balance sheet as at 31 December 2005 we have grouped together all assets and all liabilities relating to our discontinued logistics business. As prescribed by IFRS 5, Non current assets held for sale and discontinued operations, our 31 December 2004 balance sheet has not been adjusted. In our statement of income for 2005, we have presented the net result of our discontinued logistics business on a separate line. Our 2004 statement of income has been adjusted for comparability purposes. Our 2005 and 2004 cash flow statements include cash flows and cash balances of our continuing operations.
The consolidated financial statements have been authorised for issue by our Board of Management and our Supervisory Board on 24 February 2006 and are subject to adoption at the annual general meeting of shareholders on 20 April 2006.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements for the year ended 31 December 2005 have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU). IFRS includes the application of International Financial Reporting Standards including International Accounting Standards (IAS) and related Interpretations of the International Financial Reporting Interpretations Committee (IFRIC) and Interpretations of the Standing Interpretations Committee (SIC). For TNT, there are no differences between the IFRS as adopted by the EU and the IFRS as issued by the International Accounting Standards Board (IASB).
The policies set out below have been consistently applied to all the years presented except for those relating to the recognition and measurement of financial instruments. We have made use of the exemption available under IFRS 1, First-time Adoption of International Financial Reporting Standards, to only apply IAS 32, Financial Instruments: Disclosure and Presentation, and IAS 39, Financial Instruments: Recognition and Measurement, from 1 January 2005. The policies applied to financial instruments for 2004 and 2005 are disclosed separately below.
Our consolidated financial statements until 31 December 2004 were prepared in accordance with accounting principles generally accepted in the Netherlands (Dutch GAAP). Dutch GAAP differs in some areas from IFRS. In preparing our 2005 consolidated financial statements, management has amended certain accounting and valuation methods applied in the Dutch GAAP financial statements to comply with IFRS. The comparative figures for 2004 were adjusted to reflect these adjustments.
Changes in accounting policies, reconciliations and descriptions of the effect of the transition from Dutch GAAP to IFRS on our balance sheet and on our statement of income for the period ended 31 December 2004 are included in the note “Transition to International Financial Reporting Standards”.
All amounts included in the financial statements are presented in euros, unless indicated otherwise.
Consolidation
Consolidated financial information, including subsidiaries, associates and joint ventures, has been prepared using uniform accounting policies for like transactions and other events in similar circumstances. All significant intercompany transactions, balances and unrealised gains on transactions have been eliminated on consolidation. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred.
The consolidated financial statements include the financial statements of TNT N.V. and its consolidated entities. A complete list of subsidiaries, associates and joint ventures included in our consolidated financial statements is filed for public review at the Chamber of Commerce in Amsterdam. This list has been prepared in accordance with the provisions of article 379 (1) and article 414, book 2 of the Dutch Civil Code.
As the financial statements of TNT N.V. are included in the consolidated financial statements, the corporate statements of income are presented in an abridged form (article 402, part 9, book 2 of the Dutch Civil Code).
SUBSIDIARIES
A subsidiary is an entity controlled, directly or indirectly, by TNT N.V. Control is regarded as the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether we control another entity. Subsidiaries are fully consolidated from the date on which control is transferred to us and are de-consolidated from the date on which control ceases.
We use the purchase method of accounting to account for the acquisition of subsidiaries. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of our share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of our share of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement.
The interest of minority shareholders in the acquiree is initially measured at the minority’s proportion of the net fair value of the assets, liabilities and contingent liabilities recognised. Losses applicable to the minority in excess of the minority’s interest in the subsidiary’s equity are allocated against our interests except to the extent that the minority has a binding obligation and is able to make an additional investment to cover the losses.
Our subsidiaries’ accounting policies have been changed where necessary to ensure consistency with our policies.
ASSOCIATES
An associate is an entity, including an unincorporated entity such as a partnership, that is neither a subsidiary nor an interest in a joint venture and over whose commercial and financial policy decisions TNT has the power to exert significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the entity but is not control or joint control over those policies.
Our share in the results of all significant associates is included in the consolidated statements of income using the equity method. The carrying value of our share in associates includes goodwill on acquisition and includes changes to reflect our share in net earnings of the respective companies, reduced by dividends received. Our share in non-distributed earnings of associates is included in other reserves within shareholders’ equity. When our share of any accumulated losses exceeds the acquisition value of the shares in the associates the book value is reduced to zero and the reporting of losses ceases, unless we are bound by guarantees or other undertakings in relation to the associate.
JOINT VENTURES
A joint venture is a contractual arrangement whereby we and one or more parties undertake an economic activity that is subject to joint control. Joint ventures in which we participate with other party(ies) are proportionately consolidated. In applying the proportionate consolidation method, our percentage share of the balance sheet and income statement items are included in our consolidated financial statements.
Foreign currency translation
The results and financial position of all group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet, income and expenses for each income statement are translated at average exchange rates, and all resulting exchange differences are recognised as a separate component of equity (cumulative translation adjustment).
FROM 1 JANUARY 2004 TO 31 DECEMBER 2004
Foreign currency transactions are translated into euros, the functional currency, using the exchange rates at the dates of the transactions or at an average exchange rate for accounting purposes. Accounts receivable, liabilities, cash and cash equivalents denominated in foreign currencies are translated into euro at the rate of exchange at the balance sheet date or at the forward exchange rate if a forward contract has been entered into.
Exchange rate differences are included in the statements of income under interest and similar income or interest and similar expenses.
FROM 1 JANUARY 2005
Foreign exchange gains and losses resulting from the settlement of transactions, including foreign currency transactions, and from the translation at the year end exchange rate of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except where hedge accounting is applied. Foreign exchange differences arising from the translation of the net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments are taken to the cumulative translation adjustment on consolidation. When a foreign operation is sold, such exchange differences are recognised in the income statement as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.
Intangible assets
GOODWILL
The excess of the cost of acquisition over the fair value of our share of the identifiable net assets acquired is recorded as goodwill. Goodwill on acquisitions of subsidiaries and joint ventures is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates.
Goodwill arising on acquisitions is capitalised and subject to impairment review, both annually and when there are indications that the carrying value may not be recoverable. Goodwill is impaired if the recoverable amount of the cash generating unit to which it is allocated is lower than its carrying value. The recoverable amount is defined as the higher of cash generating unit’s fair value less costs to sell and its value in use using the discounted cash flow method by including additions in property, plant and equipment to cover forecast growth. Impairments on goodwill recognised in prior periods can not be reversed.
For the purpose of assessing impairment, corporate assets and liabilities are allocated to specific cash generating units before impairment testing. The basis for this allocation is to the extent in which those assets or liabilities contribute to the future cash flows of the unit under review.
SOFTWARE AND OTHER INTANGIBLE ASSETS
Costs related to the development and installation of software for internal use are capitalised at historical cost and amortised over the estimated useful life. Other intangible assets mainly include customer lists, assets under development, licences and concessions.
An asset is transferred to its respective intangible asset category at the moment it is ready for use and is amortised on a straight-line method over its estimated useful life. Other intangible assets are valued at the lower of historical cost less amortisation and impairment.
An impairment review is performed whenever a triggering event occurs. An intangible asset is impaired if the recoverable amount is lower than the carrying value. The recoverable amount is defined as the higher of an asset’s fair value less costs to sell and its value in use. Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. A triggering event is an event or change in circumstances indicating that the carrying amount may not be recoverable. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows being the cash generating units. Impairments are reversed if and to the extent that the impairment no longer exists.
Property, plant and equipment
Property, plant and equipment is valued at historical cost using a component approach, less depreciation or at the recoverable amount whenever impairment has taken place. In addition to costs of acquisition, we also include costs of bringing the asset to working condition, handling and installation costs and the non-refundable purchase taxes. Depreciation is calculated using the straight-line method based on the estimated useful life, taking into account any residual value. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to us and the cost of the item can be measured reliably.
Land is not depreciated. System software is capitalised and amortised as a part of the tangible fixed asset for which it was acquired to operate, because the estimated useful life is inextricably linked to the estimated useful life of the associated asset.
An impairment review is performed whenever a triggering event occurs. Property, plant and equipment is impaired if the recoverable amount is lower than the carrying value. The recoverable amount is defined as the higher of an asset’s fair value less costs to sell and its value in use.
An impairment loss recognised in prior periods for an asset shall be reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows being the cash generating units.
Leases of property, plant and equipment, where we have substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease’s inception at the lower of the fair value of the leased property and the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in long term debt. Property, plant and equipment acquired under finance leases is depreciated over the shorter of the asset’s useful life and the lease term.
Financial instruments
FROM 1 JANUARY 2004 TO 31 DECEMBER 2004
We use derivative financial instruments as part of an overall risk-management strategy. When used, these instruments are applied as means of hedging exposure to foreign currency risk, interest rate risk and commodity risk connected to anticipated cash flows or existing assets and liabilities. We do not hold or issue derivative financial instruments for trading purposes.
Gains and losses from foreign currency forward exchange contracts that are hedging anticipated cash flows are deferred in other assets or other liabilities and recognised in the statements of income, or as adjustments of carrying amounts, when the hedged transaction occurs. If an anticipated cash flow does not occur or is expected not to occur, the foreign currency forward exchange contract is terminated and any result is recognised in interest and similar income or interest and similar expenses.
The net exposures of derivative financial instruments are revalued at the prevailing spot exchange rate. Realised and unrealised gains and losses resulting from hedges of on-balance sheet foreign currency exposure are included in interest and similar income or in interest and similar expenses offsetting the revaluation of the underlying on-balance sheet items. Foreign currency gains and losses on derivative financial instruments used to hedge our net investments in foreign operations are recorded in equity, net of taxes.
Premium or discounts arising at the inception of foreign currency derivatives are amortised over the life of the contract and included in interest and similar income or interest and similar expenses. Payments and receipts on interest rate swaps are recorded on an accruals basis. If interest rate swaps are terminated early, the gain or loss on interest is recorded within interest and similar income or interest and similar expenses.
FROM 1 JANUARY 2005
Financial instruments are accounted for in accordance with IAS 32 and IAS 39. We classify financial assets and liabilities into the following categories: derivatives, loans and receivables, held-to-maturity investments, available-for-sale financial assets and liabilities not held for trading purposes.
Derivative financial instruments are recorded at fair value on our balance sheets. Derivatives not designated as hedges must be adjusted to fair value through income. If a derivative is designated as a hedge, depending on the nature of the hedge, changes in its fair value that are considered to be effective, as defined, either offset the change in fair value of the hedged assets, liabilities, or firm commitments through income, or are recorded in a separate component in shareholders’ equity until the hedged item is recorded in income. Any portion of a change in a derivative’s fair value that is considered to be ineffective, or is excluded from the measurement of effectiveness, is immediately recorded in income.
We document at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. We also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item will affect profit and loss (for example, when the forecast sale that is hedged takes place). However, when the forecast transaction that is hedged results in the recognition of a non-financial asset, the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the asset or liability.
When a hedging instrument expires or is sold, or when the hedge no longer meets the criteria for hedge accounting, any cumulative gains or losses existing in equity at that time, remains in equity when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and for which we have no intention of trading. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. Loans and receivables are included in trade and other receivables in the balance sheet.
Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities where we have the positive intention and ability to hold to maturity.
Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories above. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the balance sheet date.
Purchases and sales of investments are recognised on trade-date. The trade-date is the date on which we commit to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs. Investments are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and we have transferred substantially all risks and rewards of ownership. Available-for-sale financial assets are carried at fair value. Loans and receivables and held-to-maturity investments are carried at amortised cost using the effective interest method. Unrealised gains and losses arising from changes in the fair value of securities classified as available-for-sale are recognised in equity. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in the consolidated statements of income as gains and losses from investment securities.
The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), we establish fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, and discounted cash flow analysis refined to reflect the issuer’s specific circumstances.
We assess at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is considered in determining whether the securities are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss – is removed from equity and recognised in the income statement. Impairment losses recognised in the income statement on equity instruments are not reversed through the income statement.
Inventories
Inventories of raw materials and finished goods are valued at the lower of historical cost or net realisable value less any provision required for obsolescence. Historical cost is based on weighted average prices.
Accounts receivable
FROM 1 JANUARY 2004 TO 31 DECEMBER 2004
Accounts receivable are stated at nominal value net of an allowance for doubtful receivables. Loans receivable from associated companies due within one year are included in accounts receivable.
FROM 1 JANUARY 2005
Accounts receivable are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of accounts receivable is established when there is objective evidence that we will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognised in the income statement.
Cash and cash equivalents
Cash and cash equivalents are carried in the balance sheet at cost. Cash and cash equivalents include cash at hand, bank account balances, bills of exchange and cheques (only those which can be cashed in the short term). All highly liquid investments with an original maturity of three months or less at date of purchase are considered to be cash equivalents.
Non-current assets held for sale and discontinued operations
Non-current assets (or disposal groups) held for sale are classified as assets held for sale and stated at the lower of their carrying amount and fair value less costs to sell if their carrying amount is recovered principally through a sale transaction rather than through continuing use. Assets held for sale are no longer amortised or depreciated from the time they are classified as such.
Operations that represent a separate major line of business or geographical area of operations, or is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations or is a subsidiary acquired exclusively with a view to resale and either have been disposed of or have been classified as held for sale, are presented as discontinued operations in our statements of income.
Shareholders’ equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Where any group company purchases the company’s equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes), is deducted from equity attributable to the company’s shareholders until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the company’s shareholders.
Incremental costs directly attributable to the issue of new shares or options for the acquisition of business combinations are included in the cost of acquisition as part of the purchase consideration.
Employee benefit obligations
POST-EMPLOYMENT OBLIGATIONS
The obligation for all pension and other post-employment plans that qualify as defined benefit obligation is determined by calculating the present value of the defined benefit obligation and deducting the fair value of the plan assets. We use actuarial calculations (projected unit credit method) to measure the obligations and the costs. For the calculations, actuarial assumptions are made about demographic variables (such as employee turnover and mortality) and financial variables (such as future increases in salaries). The discount rate is determined by reference to market rates.
Cumulative actuarial gains and losses are recognised for the portion that these exceed the higher of 10% of the obligation and 10% of the fair value of plan assets (corridor approach). The excess is recognised over the employees’ expected average remaining service lives.
Past service costs, if any, are recognised on a straight-line basis over the average vesting period of the amended pension or early retirement benefits. Certain past service costs may be recognised immediately if the benefits are vested immediately.
Gains or losses on the curtailment or settlement of a defined benefit plan are recognised at the date of the curtailment or settlement.
Pension costs for defined contribution plans are expensed in the consolidated statements of income when incurred.
TERMINATION BENEFITS
Termination benefits are payable when employment is terminated before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. We recognise termination benefits when we have demonstrably committed to terminate the employment of current employees according to a detailed formal plan without possibility of withdrawal or provide termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after balance sheet date are discounted to their present values.
OTHER LONG TERM EMPLOYEE OBLIGATIONS
These employee benefits include long-service leave or sabbatical leave, jubilee or other long service benefits, long term disability benefits and, if they are not payable wholly within twelve months after the end of the period, profitsharing, bonuses and deferred compensation.
The expected costs of these benefits are recognised over the period of employment. Actuarial gains and losses and changes in actuarial assumptions, are charged or credited to income in the period such gain or loss occur. Further, all past service costs are recognised immediately.
PROFIT-SHARING AND BONUS PLANS
We recognise a liability and an expense for cash settled bonuses and profit-sharing, based on a formula that takes into consideration the profit attributable to our shareholders after certain adjustments. We recognise a provision where contractually obliged or where there is a past practice that has created a constructive obligation.
Share based payments
Share based payment transactions are transactions in which we receive benefits from our employees in consideration for our equity instruments. The fair value of the share based transactions is recognised as an expense (employee costs) and a corresponding increase in equity over the vesting period. The fair value of employee share based payments is calculated using the Monte Carlo model. The equity instruments granted do not vest until the employee completes a specified period of service. The amount recognised is adjusted over the vesting period for changes in the estimate of the number of securities that will be issued but not for changes in the fair value of those securities. Therefore, on vesting date the amount recognised is the exact number of securities that can be issued as of that date, measured at the fair value of those securities at grant date.
Provisions
Provisions are recognised when there is a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Provisions are recorded for restructuring, retirements, onerous contracts and other obligations. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the balance sheet date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the increases specific to the liability. Provisions for onerous contracts are recorded when the unavoidable costs of meeting the obligation under the contract exceed the economic benefits expected to arise from that contract, taking into account impairment of fixed assets first.
Income taxes
The amount of income tax included in the statements of income is determined in accordance with the rules established by the taxation authorities, based on which income taxes are payable or recoverable.
Deferred tax assets and liabilities, arising from temporary differences between the nominal values of assets and liabilities and the fiscal valuation of assets and liabilities, are calculated using the tax rates expected to apply when they are realised or settled. Deferred tax assets are recognised if it is probable that they will be realised in the foreseeable future. Deferred tax assets and liabilities where a legally enforceable right to offset exists and within the same consolidated tax group are presented net in the consolidated balance sheets.
Revenue recognition
Revenues are recognised when services are rendered, goods are delivered or work is completed. Losses are recorded when probable. Revenue is the gross inflow of economic benefits during the current year arising in the course of the ordinary activities when those inflows result in increases in equity, other than increases relating to contributions from equity participants.
Revenues of delivered goods and services are recognised when:
- we have transferred to the buyer the significant risks and rewards of ownership of the goods,
- we retain neither continuing managerial involvement to the degree usually associated with ownership nor effective control of the goods sold,
- the amounts of revenue are measured reliably,
- it is probable that the economic benefits associated with the transaction will flow to us,
- the costs to be incurred in respect of the transaction can be measured reliably, and
- the stage of completion of the transaction at the balance sheet date can be measured reliably.
Revenue is measured at the fair value of the consideration of received amounts or receivable amounts.
Amounts received in advance are recorded as accrued liabilities until services are rendered to customers, goods are delivered or work is completed, using the percentage of completion method, based on services provided.
NET SALES
Net sales represent the revenues from the delivery of goods and services to third parties less discounts, credit notes and taxes levied on sales.
OTHER OPERATING REVENUES
Other operating revenues include revenues that do not arise from our normal operations and mainly include rental income from temporarily leased-out property.
Other income
Other income includes net gains from the sale of property, plant and equipment and other gains.
Operating leases
Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.
Dividend distribution
Dividend distribution to our shareholders is recognised as a liability in our financial statements in the year in which the dividends are approved by our shareholders.
Accounting principles relating to the consolidated cash flow statement
The cash flow statements have been prepared using the indirect method. Cash flows in foreign currencies have been translated at average exchange rates. Exchange rate differences affecting cash items are shown separately in the cash flow statements. Receipts and payments with respect to taxation on profits are included in the cash flow from operating activities. Interest payments are included in cash flows from operating activities while interest receipts are included in cash flows from investing activities. The cost of acquisition of new group companies, associated companies and investments, insofar as it was paid for in cash, is included in cash flows from investing activities. Acquisitions of group companies are presented net of cash balances acquired. Cash flows from derivatives are recognised in the statement of cash flows in the same category as those of the hedged item.
Segment reporting
We identify our primary reporting segments based on our assessment of risks and rates of return which are affected predominantly by differences in our products and services. As a result of this assessment, we have identified three reportable segments: mail, express and freight management. The secondary reporting format is geographically based. Business relations between the companies within the segments of TNT are transacted at arm’s length prices.
ADOPTION OF IAS 32 AND IAS 39
Effective 1 January 2005, we adopted IAS 32, Financial Instruments: Disclosure and Presentation, and IAS 39, Financial Instruments: Recognition and measurement. The following table summarises the effects of adopting these two IAS pronouncements as at 1 January 2005:
| 31 December 2004 IFRS | Adoption IAS 32/39 | 1 January 2005 IFRS | |
| Non-current assets | |||
|---|---|---|---|
| Intangible assets | 2,643 | 2,643 | |
| Property, plant and equipment | 1,924 | 1,924 | |
| Financial fixed assets | 503 | (3) | 500 |
| Total non-current assets | 5,070 | (3) | 5,067 |
| Current assets | |||
| Inventory | 46 | 46 | |
| Accounts receivable | 2,089 | 2,089 | |
| Prepayments and accrued income | 391 | 2 | 393 |
| Cash and cash equivalents | 633 | 46 | 679 |
| Total current assets | 3,159 | 48 | 3,207 |
| Assets held for sale | |||
| Total assets | 8,229 | 45 | 8,274 |
| Total equity | 3,344 | (268) | 3,076 |
| Total non-current liabilities | 2,221 | 8 | 2,229 |
| Current liabilities | |||
| Trade accounts payable | 670 | 670 | |
| Short term provisions | 49 | 49 | |
| Other current liabilities | 637 | 309 | 946 |
| Accrued current liabilities | 1,308 | (4) | 1,304 |
| Total current liabilities | 2,664 | 305 | 2,969 |
| Liabilities related to assets classified as held for sale | |||
| Total liabilities and equity | 8,229 | 45 | 8,274 |
| (in € millions) | |||
The €309 million increase in other current liabilities includes €259 million related to our commitment to purchase our ordinary shares from the State of the Netherlands on 5 January 2005. As at 31 December 2004 this transfer of legal ownership was included in equity. As required under IAS 32 the amount has been classified as a financial instrument and is included in other current liabilities.
The increase in other current liabilities also includes €46 million related to the separate presentation of our bank overdrafts. Under IAS 32 it is not permitted to offset our bank overdrafts with our cash and cash equivalents, if there is no legal enforceable right and intention to settle the balances simultaneously.
In connection with the acquisition of our 51% interest in TNT Arvil, we granted a put option to the minority shareholder, Ecotrans. Ecotrans has the right to sell their shares in TNT Arvil based on a price that has been determined in the shareholders’ agreement. Under the put option, the price at which the 49% shares can be sold to us includes a premium rate over the value at which the estimated price the option shares would be trading if TNT Arvil were a publicly traded company. This was deemed to be the fair market value. On adoption of IAS 39, Financial Instruments: Recognition and Measurement, we are required to reflect the fair value on our balance sheet. The fair value was estimated at €9 million and is included in total non-current liabilities.
The remaining adjustments relate to the IAS 39 accounting change from cost accounting to fair value accounting and to accounting at amortised cost for all outstanding financial instruments.
RECENT IFRS PRONOUNCEMENTS
The IASB has issued certain International Financial Reporting Standards or amendments thereon, and the IFRIC has issued certain interpretations, each of which, when adopted, could affect our consolidated financial statements.
In December 2004, the IFRIC issued IFRIC 4, Determining whether an Arrangement contains a Lease. IFRIC 4 provides guidance on determining whether arrangements that do not take the legal form of a lease should be accounted for in accordance with IAS 17, Leases. It specifies that an arrangement contains a lease if it depends on the use of a specific asset and conveys a right to control the use of that asset. IFRIC 4 is effective as at 1 January 2006. We do not expect the adoption of IFRIC 4 to have a material impact on our financial statements.
During 2005 the IASB issued several amendments to IAS 39, Financial Instruments: Recognition and Measurement. The amendments relate to (a) the hedge accounting provisions, (b) the fair value option, (c) the requirements for financial guarantee contracts. All amendments have 1 January 2006 as the effective date and we are currently evaluating the impact of adopting the amendments.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of our financial statements, in accordance with IAS 1, Presentation of financial statements, requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of our financial statements. Our estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
We make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Accounting for business combinations and impairment of goodwill and other long lived intangible assets
We accounted for all our business combinations under the purchase method. The cost of an acquired company is assigned to the tangible and intangible assets purchased and the liabilities assumed on the basis of their fair values at the date of acquisition. The determination of fair values of assets and liabilities acquired requires us to make estimates and use valuation techniques when market value is not readily available. Any excess of purchase price over the fair value of the tangible and intangible assets acquired is allocated to goodwill.
In determining impairments of intangible assets, tangible fixed assets and goodwill, management must make significant judgements and estimates to determine whether the cash flows generated by those assets are less than their carrying value. Determining cash flows requires the use of judgements and estimates that have been included in the company’s strategic plans and long-range forecasts. The data necessary for the execution of the impairment tests are based on management estimates of future cash flows, which require estimating revenue growth rates and profit margins.
Property, plant and equipment
Property, plant and equipment is valued at historical cost using a component approach, less depreciation or at the recoverable amount whenever impairment has taken place. Depreciation is calculated using the straight-line method based on the estimated useful life, taking into account any residual value. The assets’ residual values and useful lives are based on our best estimates, and adjusted if appropriate, at each balance sheet date.
Impairment of receivables
The risk of uncollectibility of accounts receivable is primarily estimated based on prior experience with, and the past due status of, doubtful debtors, while large accounts are assessed individually based on factors that include ability to pay, bankruptcy and payment history. In addition, debtors in certain countries are subject to a higher collectibility risk, which is taken into account when assessing the overall risk of uncollectibility. Should the outcome differ from the assumptions and estimates, revisions to the estimated valuation allowances would be required.
Employee benefits
Post-employment benefits represent obligations that will be settled in the future and require assumptions to project benefit obligations. Post-employment benefit accounting is intended to reflect the recognition of future benefit costs over the employee’s approximate service period, based on the terms of the plans and the investment and funding decisions made. The accounting requires us to make assumptions regarding variables such as discount rate, rate of compensation increase, return on assets, and future healthcare costs. We consult with outside actuaries regarding these assumptions at least annually. Changes in these key assumptions can have a significant impact on the defined benefit obligations, funding requirements and pension cost incurred. For a discussion of the current funded status and a sensitivity analysis with respect to pension plan assumptions, refer to note 10.
Restructuring
Restructuring charges mainly result from restructuring operations, including consolidations and/or relocations of operations, changes in our strategic plan, or managerial responses to declines in demand, increasing costs or other market factors. Restructuring provisions reflect many estimates, including those pertaining to separation costs, consolidation of excess facilities, contract settlements and tangible asset impairments. Actual experience has been and may continue to be different from these estimates.
Accrued current liabilities
We also have to estimate the deferred revenues from stamps sold but not yet used by our customers. We use a seasonal model based on historical figures in order to account for the seasonal effects in sales to our customers (for example, sales for Christmas greetings in November and December).
Income taxes
We are subject to income taxes in numerous jurisdictions. Significant judgement is required in determining the worldwide provision and liability for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. We recognise liabilities for tax issues based on estimates of whether additional taxes will be due, based on our best interpretation of the relevant tax laws. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
We recognise deferred tax assets to the extent that it is probable that future taxable profits will allow the deferred tax asset to be recovered. This is based on estimates of taxable income by jurisdiction in which we operate and the period over which deferred tax assets are recoverable. In the event that actual results differ from these estimates in future periods, and depending on the tax strategies that we may be able to implement, changes to the recognition of deferred tax assets could be required, which could impact our financial position and net profit.
Accounting for discontinued operations
Accounting for discontinued operations requires the use of significant assumptions and estimates, such as the assumptions used in the fair value calculations as well as the estimated costs to sell. We have evaluated the assets held for sale of our discontinued logistics operations as a disposal group in performing our impairment analysis.
Contingent liabilities
Legal proceedings and tax issues covering a range of matters are pending in various jurisdictions against us. Due to the uncertainty inherent in such matters, it is often difficult to predict the final outcome. The cases and claims against us often raise difficult and complex factual and legal issues which are subject to many uncertainties and complexities, including but not limited to the facts and circumstances of each particular case and claim, the jurisdiction and the differences in applicable law. In the normal course of business, we consult with legal counsel and certain other experts on matters related to litigation and taxes.
We accrue a liability when it is determined that an adverse outcome is probable and the amount of the loss can be reasonably estimated. In the event an adverse outcome is possible or an estimate is not determinable, the matter is disclosed.
FINANCIAL RISK MANAGEMENT
Our activities expose us to a variety of financial risks, such as market risks (including foreign currency exchange risk, interest rate risk and commodity price risk), credit risk, liquidity risk and cash flow risk. All of these risks arise in the normal course of business. In order to manage the risk arising from these exposures, we utilise a variety of foreign exchange, interest rate and commodity forward contracts, options and swaps to hedge certain exposures.
The following analyses provide quantitative information regarding our exposure to the financial risks described above. There are certain limitations inherent in the analyses presented, primarily due to the assumption that rates change in a parallel fashion and instantaneously. In addition, the analyses are unable to reflect the complex market reactions that normally would arise from the market shifts assumed.
We use derivative financial instruments solely for the purpose of hedging exposures. We enter into contracts related to derivative financial instruments for periods commensurate with our underlying exposures and do not take positions independent of these exposures. None of these financial instruments are leveraged or used for trading purposes or to take speculative positions.
Foreign currency exchange risk
We operate on an international basis generating foreign currency exchange risks arising from future commercial transactions, recognised assets and liabilities, investments and divestments in foreign currencies other than the euro, our functional and reporting currency. Our treasury department matches and manages the intragroup and external financial exposures. Although we generally enter into hedging arrangements and other contracts in order to reduce our exposure to currency fluctuations, these measures may be inadequate or may subject us to increased operating or financing costs.
The main four currencies of our external hedges are the British pound, US dollar, Chinese yuan and Canadian dollar. Significant acquisitions are usually funded in the currency of the underlying assets.
| Year end closing 1 |
Annual average 2 |
|
|---|---|---|
| British pound | 0.6853 | 0.6832 |
| US dollar | 1.1797 | 1.2396 |
| Chinese yuan | 9.5204 | 10.1457 |
| Canadian dollar | 1.3726 | 1.4989 |
|
||
The potential loss in fair value on our foreign currency hedging instruments from an adverse 10% change in quoted foreign currency exchange rates would have been approximately €54 million and €69 million for 2005 and 2004.
Commodity risk
We lease and own a fleet of vehicles and aircraft to facilitate domestic and international delivery of mail, parcel and logistics activities. We are exposed to the risk of an increase in the prices of refined fuels, principally jet and diesel gasoline, which is used in the transportation of the goods we carry. We may enter into derivative financial instruments to hedge our expected consumption.
Although we are of the opinion that a majority of the increases in price risks can be passed on to our customers, we may use a combination of options, swaps and futures contracts to provide some protection against rising fuel and energy prices.
At 31 December 2005, we had no outstanding fuel contracts but we may enter into such contracts in the future.
Credit risk
Credit risk represents the loss that we would incur if counterparties with whom we enter into financial transactions are unable to fulfil the terms of the agreements. We attempt to minimise our credit risk exposure by only transacting to financial institutions that meet established credit guidelines. We continually monitor the credit standing of financial counterparties and reassess such exposures.
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, Group Treasury aims to maintain flexibility in funding by keeping committed credit lines available. A downgrade in our credit rating may negatively affect our ability to obtain funds from financial institutions and banks and increase our financing costs by increasing the interest rates of our outstanding debt or the interest rates at which we are able to refinance existing debt or incur new debt. Furthermore, other non TNT specific adverse market conditions could also turn out to have a material adverse effect on our results and financial condition.
Interest rate risk
Part of our borrowings and leases are against floating interest rates. These floating interest rates may fluctuate substantially and could have a material adverse effect on our results and financial condition in any given reporting period.
Although we generally enter into hedging arrangements and other contracts in order to attempt to reduce our exposure to interest rate fluctuations, these measures may be inadequate or may subject us to increased operating or financing costs.
Our debt instruments, including debt associated with capital leases that bear interest at fixed rates of interest are exposed to fluctuations in fair value resulting from changes in market interest rates. The potential decrease in fair value resulting from a hypothetical 10% increase from current market interest rates would have been approximately €15 million and €11 million for 2005 and 2004, respectively. This analysis assumes a parallel shift in each currency’s yield curve of interest rates.
TRANSITION TO INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY THE EUROPEAN UNION
Our financial statements for the year ended 31 December 2005 are the first annual financial statements that comply with IFRS as adopted by the EU. References to IFRS Standards throughout this document refer to the application of IAS and related Interpretations of IFRIC and Interpretations of the SIC. We have applied IFRS 1, First-time Adoption of International Financial Reporting Standards, in preparing these consolidated financial statements. Since TNT is also listed on the New York Stock Exchange, it has to meet the requirements of the SEC. On 13 April 2005 the SEC adopted amendments to Form 20-F for foreign private issuers related to the first time adoption of IFRS. Under this amendment TNT is permitted to provide only one year of comparative IFRS balances in the consolidated financial statements for the year 2005.
Our transition date to IFRS is 1 January 2004. We prepared our opening IFRS balance sheet at that date. The reporting date of these consolidated financial statements is 31 December 2005 and our IFRS adoption date is 1 January 2005. In preparing these consolidated financial statements in accordance with IFRS 1, we have applied the mandatory exceptions and certain of the optional exemptions from full retrospective application of IFRS.
We have elected to apply the following optional exemptions from full retrospective application:
Business combinations exemption
We have applied the business combinations exemption in IFRS 1. We have not restated business combinations that took place prior to the 1 January 2004 transition date.
Employee benefits exemption
Until 31 December 2004 we applied SFAS 87, Employers accounting for pensions, as permitted under Dutch GAAP. As permitted under IFRS 1, we have elected to recognise all cumulative actuarial gains and losses as at 1 January 2004. The unrecognised prior year service costs reported under SFAS 87 at the date of transition to IFRS are treated as a curtailment result under IAS 19 and have been adjusted against shareholders’ equity.
Cumulative translation differences exemption
We have elected to set the previously accumulated cumulative translation to zero at 1 January 2004. This exemption has been applied to all subsidiaries in accordance with IFRS 1. As a result the gain or loss on a subsequent disposal of any foreign operation shall exclude translation differences that arose prior to 1 January 2004 and shall include translation differences that will arise subsequent to this date.
Exemption from restatement of comparatives for IAS 32 and IAS 39
We have elected to apply this exemption. We apply previous GAAP rules to derivatives, financial assets and financial liabilities and to hedging relationships for the 2004 comparative information. The adjustments required for differences between previous GAAP and IAS 32 and IAS 39 are determined and recognised at 1 January 2005.
Designation of financial assets and financial liabilities exemption
We have reclassified various securities as available-for-sale investments and as financial assets at fair value through profit and loss. The adjustments relating to IAS 32 and IAS 39 at the opening balance sheet date of 1 January 2005, the IAS 32/39 transition date, are detailed in Note “Adoption of New IFRS Pronouncements”.
Share based payment transaction exemption
We have elected to apply the share based payment exemption. We have applied IFRS 2 from 1 January 2004 to those options that were issued after 7 November 2002 but that have not vested by 1 January 2005.
Fair value measurement of financial assets or liabilities at initial recognition
We have not applied the exemption offered by the revision of IAS 39 on the initial recognition of the financial instruments measured at fair value through profit and loss where there is no active market. This exemption is therefore not applicable.
Assets held for sale and discontinued operations exception
Although the effective date for adopting IFRS 5, Assets Held for Sale and Discontinued Operations Exception, was 1 January 2005, as permitted under IFRS 5, we have applied the requirements of IFRS 5 prospectively from 1 January 2004. Assets held for sale or discontinued operations are recognised in accordance with IFRS 5 from 1 January 2004.
We have applied the following mandatory exceptions from retrospective application:
Derecognition of financial assets and liabilities exception
Financial assets and liabilities derecognised before 1 January 2004 are not rerecognised under IFRS. The application of the exemption from restating comparatives for IAS 32 and IAS 39 means that we recognised from 1 January 2005 any financial assets and financial liabilities derecognised since 1 January 2004 that do not meet the IAS 39 derecognition criteria. Management did not choose to apply the IAS 39 derecognition criteria to an earlier date.
Hedge accounting exception
Management has claimed hedge accounting from 1 January 2005 only if the hedge relationship meets all hedge accounting criteria under IAS 39.
Estimates exception
Estimates under IFRS at 1 January 2004 should be consistent with estimates made for the same date under previous GAAP, unless there is evidence that those estimates were in error.
Reconciliation between Dutch GAAP and IFRS
The following reconciliation provides a quantification of the effect of the transition from Dutch GAAP to IFRS as at 1 January 2004:
| Balances at 1 January 2004 | Minority interests | Equity holders of the parent | Total Equity |
|---|---|---|---|
| Under Dutch GAAP | 17 | 2,969 | 2,986 |
| Discounting provisions | 1 | 1 | |
| Other employee benefits | (35) | (35) | |
| Employee benefits pensions | 47 | 47 | |
| Other | (1) | (1) | |
| Under IFRS | 17 | 2,981 | 2,998 |
| (in € millions) | |||
The following reconciliations provide a quantification of the reconciling items between Dutch GAAP and IFRS as at and for the year ended 31 December 2004:
Consolidated balance sheets at |
Dutch GAAP |
Reclass |
Reclass cur. prov. (b) |
Goodwill amortisation (c) |
Intangible assets (c) |
Other employee benefits (d) |
Employee benefits pensions (e) |
Minimum pension liability (f ) |
Transition effect IFRS |
IFRS 1 |
| Non-current assets | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Intangible assets | ||||||||||
| Goodwill | 2,375 | 146 | (96) | 50 | 2,425 | |||||
| Other intangible assets | 128 | 90 | 90 | 218 | ||||||
| 2,503 | 146 | (6) | 140 | 2,643 | ||||||
| Property, plant and equipment | ||||||||||
| Land and buildings | 960 | 960 | ||||||||
| Plant and equipment | 464 | 464 | ||||||||
| Other | 453 | 453 | ||||||||
| Construction in progress | 47 | 47 | ||||||||
| 1,924 | 1,924 | |||||||||
| Financial fixed assets | ||||||||||
| Investments in associates | 82 | 82 | ||||||||
| Loans receivable from associates | 2 | 2 | ||||||||
| Other loans receivable | 21 | 21 | ||||||||
| Deferred tax assets | 435 | 18 | (200) | 253 | 253 | |||||
| Prepayments and accrued income | 551 | (395) | (11) | (406) | 145 | |||||
| 656 | 40 | 7 | (200) | (153) | 503 | |||||
| Total non-current assets | 5,083 | 40 | 146 | (6) | 7 | (200) | (13) | 5,070 | ||
| Current assets | ||||||||||
| Inventory | 46 | 46 | ||||||||
| Accounts receivable | 2,129 | (40) | (40) | 2,089 | ||||||
| Prepayments and accrued income | 391 | 391 | ||||||||
| Cash and cash equivalents | 633 | 633 | ||||||||
| Total current assets | 3,199 | (40) | (40) | 3,159 | ||||||
| Assets held for sale | ||||||||||
| Total assets | 8,282 | 146 | (6) | 7 | (200) | (53) | 8,229 | |||
| Equity | ||||||||||
| Equity holders of the parent | 2,765 | 135 | (6) | (34) | 11 | 454 | 560 | 3,325 | ||
| Minority interests | 19 | 19 | ||||||||
| Total equity | 2,784 | 135 | (6) | (34) | 11 | 454 | 560 | 3,344 | ||
| Non-current liabilities | ||||||||||
| Deferred tax liabilities | 218 | 11 | 7 | 18 | 236 | |||||
| Provisions for pension liabilities | 870 | (18) | (654) | (672) | 198 | |||||
| Other employee benefit obligations | ||||||||||
| Other provisions | 149 | (49) | 26 | (23) | 126 | |||||
| Long term debt | 1,440 | 1,440 | ||||||||
| Accrued liabilities | 206 | 15 | 15 | 221 | ||||||
| Total non-current liabilities | 2,883 | (49) | 11 | 41 | (11) | (654) | (662) | 2,221 | ||
| Current liabilities | ||||||||||
| Trade accounts payable | 670 | 670 | ||||||||
| Short term provisions | 49 | 49 | 49 | |||||||
| Other current liabilities | 637 | 637 | ||||||||
| Accrued current liabilities | 1,308 | 1,308 | ||||||||
| Total current liabilities | 2,615 | 49 | 49 | 2,664 | ||||||
| Liabilities related to assets classified as held for sale | ||||||||||
| Total liabilities and equity | 8,282 | 146 | (6) | 7 | (200) | (53) | 8,229 | |||
in € millions)
|
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| Consolidated statements of income for the year ended 31 December 2004 | Dutch GAAP | Goodwill amortisation (c) | Intangible assets (c) | Share based compensation (g) | Other employee benefits (d) | Employee benefits pensions (e) | Other (h) | Transition effect IFRS | IFRS | Discontinued operations 2 | IFRS continuing operations |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Net sales | 12,585 | 12,585 | (3,508)1 | 9,077 | |||||||
| Other operating revenues | 50 | (8) | (8) | 42 | (13) | 29 | |||||
| Total revenues | 12,635 | (8) | (8) | 12,627 | (3,521) | 9,106 | |||||
| Other income | 8 | 8 | 8 | 8 | |||||||
| Cost of materials | (600) | (600) | 258 | (342) | |||||||
| Work contracted out and other external expenses | (5,262) | 1 | 1 | (5,261) | 1,7041 | (3,557) | |||||
| Salaries and social security contributions | (4,305) | (6) | (4) | (57) | 1 | (66) | (4,371) | 1,123 | (3,248) | ||
| Depreciation, amortisation and impairments | (533) | 146 | (6) | 140 | (393) | 90 | (303) | ||||
| Other operating expenses | (761) | (761) | 213 | (548) | |||||||
| Total operating expenses | (11,461) | 146 | (6) | (6) | (4) | (57) | 2 | 75 | (11,386) | 3,388 | (7,998) |
| Operating income | 1,174 | 146 | (6) | (6) | (4) | (57) | 2 | 75 | 1,249 | (133) | 1,116 |
| Interest and similar income | 37 | (1) | (1) | 36 | 63 | 99 | |||||
| Interest and similar expense | (114) | (114) | (3) | (117) | |||||||
| Net financial (expense)/income | (77) | (1) | (1) | (78) | 60 | (18) | |||||
| Results from investments in associates | (3) | (3) | 1 | (2) | |||||||
| Profit before income taxes | 1,094 | 146 | (6) | (6) | (5) | (57) | 2 | 74 | 1,168 | (72) | 1,096 |
| Income taxes | (428) | (11) | 2 | 19 | (1) | 9 | (419) | 44 | (375) | ||
| Profit for the period from continuing operations | 666 | 135 | (6) | (6) | (3) | (38) | 1 | 83 | 749 | (28) | 721 |
| Profit/(loss) from discontinued operations | 31 | 31 | |||||||||
| Profit for the period | 749 | 3 | 752 | ||||||||
| Attributable to: | |||||||||||
| Minority interests | (1) | (2) | (2) | (3) | 3 | ||||||
| Shareholders | 667 | 135 | (6) | (6) | (3) | (38) | 3 | 85 | 752 | 752 | |
| Earnings per ordinary share (in € cents) | 140.9 | 158.9 | 158.9 | ||||||||
| Earnings per diluted ordinary share (in € cents) | 140.7 | 158.7 | 158.7 | ||||||||
(in € millions)
|
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Explanation of the effect of the transition to IFRS
The following explains the material adjustments to the balance sheet and income statement.
(A) RECLASSIFICATION OF DEFERRED TAXES
Based on IAS 1, Presentation of Financial Statements, we have reclassified deferred taxes from current assets to non-current financial fixed assets for an amount of €37 million in our IFRS opening balance sheet as at 1 January 2004 and of €40 million as at 31 December 2004. Furthermore, as at 1 January 2004 and 31 December 2004, we have separately presented the total amount of deferred tax assets amounting to €205 million and €395 million, respectively.
(B) RECLASSIFICATION OF CURRENT PROVISIONS
As required under IAS 37, Provisions, Contingent Liabilities and Contingent Assets, we have reclassified the current part of provisions to current liabilities amounting to €49 million in the IFRS opening balance sheet as at 1 January 2004 and €49 million as at 31 December 2004. The impact on other provisions of discounting leads to a reduction of €2 million in the IFRS opening balance sheet at 1 January 2004, taking into account a deferred tax liability of €1 million.
(C) GOODWILL AND OTHER INTANGIBLE ASSETS
IFRS 3, Business Combinations, prohibits merger accounting and the amortisation of goodwill. The carrying amount of goodwill as at 1 January 2004 is equal to the carrying amount of goodwill previously reported under Dutch GAAP and amortisation previously reported under Dutch GAAP for 2004 has been reversed for IFRS purposes. Increase in goodwill balance reflects this reversal of goodwill amortisation charge of €146 million, partly offset by the recognition of additional intangible assets of €96 million. The associated tax impact on the reversal of goodwill amortisation amounts to €11 million in 2004.
Any intangible asset that can be separately identified in a business combination in accordance with IAS 38, Intangible Assets, has been capitalised separately rather than being part of goodwill. This is applicable for all our business combinations after 1 January 2004. Other intangible assets increased as a result of the recognition of €96 million of other intangible assets from the acquisitions of Wilson, Ventana and Overtrans, offset by €6 million of amortisation expenses during 2004.
(D) OTHER EMPLOYEE BENEFIT OBLIGATIONS
As at 31 December 2004 and as at 1 January 2004, other employment benefit obligations increased by €41 million and by €43 million respectively. The increase is mainly due to recognising jubilee payments and applying the requirements of IAS 19, Employee benefits, to other post-employment plans. The effect of discounting of the related assets is €11 million as at 1 January 2004 and as at 31 December 2004. The net equity impact on the adjustment related to the other post-employment benefit obligations was €35 million as at 1 January 2004 and €34 million as at 31 December 2004, taking into account a deferred tax asset of €19 million as at 1 January 2004 and €18 million as at 31 December 2004.
The operating profit impact of the transition to IFRS in 2004 is an additional charge of €4 million, with a related tax credit of €1 million.
(E) EMPLOYEE BENEFITS – PENSIONS
The employee benefit obligations decreased by €71 million in our IFRS opening balance sheet as at 1 January 2004 and decreased by €18 million as at 31 December 2004. The corresponding impact on equity in our IFRS opening balance sheet amounts to €47 million (31 December 2004: €11 million), taking into account a deferred tax liability of €24 million (31 December 2004: €7 million).
The operating profit impact of the transition to IFRS in 2004 is an additional charge of €57 million, with a related tax credit of €19 million.
(F) MINIMUM PENSION LIABILITY
In accordance with the requirements of SFAS 87, Employer’s Accounting for Pensions, we recognised in our 2004 financial statements an additional minimum pension liability of €654 million representing a net loss that under SFAS 87 is not yet to be recognised as net periodic pension cost, but is to be reported as a reduction of equity, net of taxes. IAS 19 does not require us to account for an additional minimum pension liability for situations in which the accumulated benefit obligation exceeds the fair value of the plan assets. As a result, the additional minimum pension liability has been reversed in the IFRS balance sheet as at 31 December 2004. Accordingly, the provision for pensions was reduced by €654 million, equity increased by €454 million and the deferred tax assets decreased by €200 million as at 31 December 2004.
(G) SHARE BASED PAYMENT
In accordance with IFRS 2, Share Based Payment, we have recognised a charge to income representing the fair value of outstanding employee share options granted to certain employees (senior management and Board of Management) in accordance with our share based compensation plans. The operating profit impact of the transition to IFRS in 2004 is an additional charge of €6 million.
(H) OTHER
In conformity with IAS 16, Property, plant and equipment, gains arising from the sale of property, plant and equipment shall not be classified as revenue, but as other income. In the 2004 IFRS income statement €8 million was reclassified from other operating revenue to other income.
(I) CASH FLOWS
The differences between cash flows presented in accordance with Dutch GAAP and under IFRS relate mainly to the adjustments to profit before taxes with respect to employee benefits of €57 million and ceasing of amortisation of goodwill of €146 million.
Subsequent events
For information relating to subsequent events reference is
made to note 45.
Service concession arrangements
For information relating to our postal concession, reference is
made to note 46.