ANNUAL REPORT 2015

Introduction and financial and corporate responsibility highlights 
 
 
 
 
 
 
 
 
 
 
 
 
INTRODUCTION AND FINANCIAL AND CORPORATE 
RESPONSIBILITY HIGHLIGHTS  
 
This is the Annual Report of TNT Express N.V. for the financial year ended 31 December 2015, 
prepared in accordance with Dutch regulations. The preceding Annual Report of TNT Express N.V. for 
the financial year 2014, was issued on 17 February 2015. 
 
Unless otherwise speciﬁed or the context so requires, ‘TNT’, the ‘company’, ‘it’ and ‘its’ refer to TNT 
Express N.V. and all its Group companies as deﬁned in article 24b of Book 2 of the Dutch Civil Code.  
 
TNT is domiciled in the Netherlands, which is one of the Member States of the European Union (EU) 
that has adopted the euro as its currency. Accordingly, TNT has adopted the euro as its reporting 
currency. In this annual report the euro is also referred to as ‘€’. 
 
As required by EU regulation, the consolidated ﬁnancial statements of TNT have been prepared in 
accordance with International Financial Reporting Standards (IFRS) as adopted by the EU. 
 
PricewaterhouseCoopers Accountants N.V. has been appointed as the external independent auditor of 
the financial statements of TNT, and has been engaged to provide reasonable assurance on certain 
metrics and limited assurance on other metrics of CR.  
 
Enquiries related to this annual report may be addressed to Investor Relations and Corporate 
Communications to the attention of Mr Gerard Wichers (gerard.wichers@tnt.com).

At a glance 
 
 
 
 
 
 
AT A GLANCE 
 
Financial
Corporate responsibility1,3
Revenue
Lost-time accidents per 100 FTEs
2014
6,680
                      
2014
2.72
                       
2015
6,914
                
2015
2.67
                
Operating income
OSHA recordable fatalities2,4
2014
(86)
                          
2014
0
                            
2015
38
                    
2015
0
                     
Adjusted operating income (non-GAAP)1
OSHA non-recordable fatalities3,4
2014
209
                         
2014
26
                          
2015
151
                  
2015
36
                   
Profit/(loss) for the period
Absenteeism
2014
(190)
                        
2014
3.6%
2015
(56)
                   
2015
3.5%
Net cash from/(used in) operating activities
Orange Experience Score
2014
106
                         
2014
40
                          
2015
(6)
                     
2015
47
                   
Capital expenditures
CO2e emissions (ow n operations: scope 1 and 2) (ktonnes)
2014
190
                         
2014
1,315
                     
2015
309
                  
2015
1,437
              
Net cash
Euro 4, 5 & 6 all PUD and linehaul vehicles in EU countries
01 January 2015
449
                         
2014
85%
31 December 2015
231
                  
2015
95%
(in €  millions, except Corporate responsibility data)
1Refer to page 5 for more information on the calculation of the non-GAAP measures.
2A  fatality as a result of an injury that is work-related, resulting from events or exposures, which occur on TNT's premises.
3A fatality as a result of an injury/illness that is not work-related, or a fatality as a result of an incident on a public road.
4TNT reports fatalities in accordance with OSHA (Occupational Safety and Health Administration (Form 300)).
 
 
Segment information
International 
Europe
International 
AMEA Domestics Unallocated
Total
Revenue
2014
2,743
                  
906
                      
2,547
               
484
                    
6,680
              
2015
2,864
             
1,002
             
2,581
          
467
              
6,914
         
Adjusted operating income (non-GAAP)
2014
118
                     
51
                        
66
                    
(26)
                     
209
                 
2015
102
               
70
                 
23
              
(44)
               
151
            
Employees
01 January 2015
15,205
                
9,260
                   
27,864
             
5,963
                 
58,292
            
31 December 2015
15,239
           
8,999
             
27,210
        
4,751
            
56,199
        
(in € millions, except employees)

Table of contents 
 
 
 
 
 
 
 
TABLE OF CONTENTS  
 
CHAPTER 1 OVERVIEW 2015 AND STRATEGY 
I.  
LETTER TO STAKEHOLDERS  
 
 
 
 
 
 
  2 
II.  REPORT OF THE EXECUTIVE BOARD  
 
 
 
 
 
  3 
III.  EXECUTIVE BOARD COMPLIANCE STATEMENT  
 
 
 
 
  8 
IV.  STRATEGY  
 
 
 
 
 
 
 
 
  9 
V.    FEDEX 
 
 
 
 
 
 
 
 
               11 
CHAPTER 2 BUSINESS PERFORMANCE 
I.  
GENERAL MARKET AND BUSINESS PROFILE  
 
 
 
 
 13 
II.  OVERVIEW   
 
 
 
 
 
 
 
 
 14 
III.  INTERNATIONAL EUROPE 
 
 
 
 
 
 
 
 16 
IV.  INTERNATIONAL AMEA 
 
 
 
 
 
 
 
 16 
V.  DOMESTICS  
 
 
 
 
 
 
 
 
 17 
VI.  UNALLOCATED 
 
 
 
 
 
 
 
 
 18 
CHAPTER 3 CORPORATE RESPONSIBILITY PERFORMANCE  
I.  
CORPORATE RESPONSIBILITY FRAMEWORK  
 
 
 
 
 20 
II.  HEALTH AND SAFETY 
 
 
 
 
 
 
 
 22 
III.  ENVIRONMENT  
 
 
 
 
 
 
 
 
 24 
IV.  SOCIAL & ENGAGEMENT 
 
 
 
 
 
 
 
 27 
CHAPTER 4 GOVERNANCE 
I.  
MESSAGE FROM THE CHAIRMAN 
 
 
 
 
 
 
 30 
II.  REPORT OF THE SUPERVISORY BOARD 
 
 
 
 
 
 31 
III.  CORPORATE GOVERNANCE  
 
 
 
 
 
 
 37 
IV. REMUNERATION REPORT 
 
 
 
 
 
 
 
 49 
V.  RISK MANAGEMENT  
 
 
 
 
 
 
   
 55 
CHAPTER 5 STATEMENTS 
I.  
FINANCIAL STATEMENTS 
 
 
 
 
 
 
               62 
II.  CORPORATE RESPONSIBILITY STATEMENTS  
 
 
 
             137 
CHAPTER 6 INVESTOR RELATIONS AND SHARE PRICE PERFORMANCE 
I.  
INTERACTING WITH THE CAPITAL MARKETS   
 
 
 
             157 
II.  OUTSTANDING SHARES 
 
 
 
 
 
 
             157 
III.  SHARE PRICE PERFORMANCE 
 
 
 
 
 
             157 
IV.  DIVIDEND 
 
 
 
 
 
 
 
 
             158 
V.  MAJOR SHAREHOLDERS 
 
 
 
 
 
 
             158 
VI. CREDIT RATING 
     
 
 
 
 
                
             158 
ANNEXES 
ANNEX 1 GLOBAL COMPACT AND GRI G4 INDEX  
 
 
 
             160 
ANNEX 2 GLOSSARY 
 
 
 
 
 
 
 
             164
 
 
 
 
 
 
 
177

Cautionary note 
 
 
 
 
 
 
 
CAUTIONARY NOTE WITH REGARD TO “FORWARD-LOOKING STATEMENTS” 
 
Some statements in this annual report are “forward-looking statements”. By their nature, forward-looking 
statements involve risk and uncertainty because they relate to events and depend on circumstances that 
will occur in the future. These forward-looking statements involve known and unknown risks, 
uncertainties and other factors that are outside of TNT’s 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 TNT operates and TNT management’s beliefs and assumptions about 
future events.  
 
You are cautioned not to put undue reliance on these forward-looking statements, which only speak as 
of the date of this annual report and are neither predictions nor guarantees of future events or 
circumstances. TNT does not undertake any obligation to release publicly any revisions to these 
forward-looking statements to reflect events or circumstances after the date of this annual report or to 
reflect the occurrence of unanticipated events, except as may be required under applicable securities 
laws. 
 
Except where you are a shareholder, the material in this report is provided for information purposes only 
and is not, in particular, intended to confer any legal rights on you.

Overview 2015 and strategy 
Chapter 1 
 
 
 
 
 
1
CHAPTER 1 OVERVIEW 2015 AND STRATEGY 
 
I.  LETTER TO STAKEHOLDERS 
2 
II.  REPORT OF THE EXECUTIVE BOARD 
3 
III.  EXECUTIVE BOARD COMPLIANCE STATEMENT 
8 
IV.  STRATEGY 
9 
V.  FEDEX 
11

Overview 2015 and strategy 
Chapter 1 
 
 
 
 
 
2
I. LETTER TO STAKEHOLDERS 
 
Dear Stakeholders, 
 
2015 has been a very important year in the history of TNT. A 
transitional year, in which we took action to effect structural 
change, and secure a profitable and sustainable future for our 
company. 
 
Yet, the biggest event of the year was the announcement of the 
intended acquisition of TNT by FedEx Corporation (FedEx). 
Although not initiated by TNT, the Executive Board fully supports 
this transaction, as TNT and FedEx share a commitment to serve 
customers and deliver value for stakeholders. Together, TNT and 
FedEx will create a leading global company providing logistics, 
transportation and express delivery services. Customers will enjoy 
access to an enhanced, integrated global network, combining 
TNT’s strong European capabilities with FedEx’s strength in other 
regions globally. Substantial progress has been made towards 
finalising the intended acquisition and we continue to expect the 
transaction to close in the first half of 2016. 
 
2015 was also the year that we presented the Outlook strategy to the capital markets. Outlook is a 
comprehensive turnaround and transformation programme that was developed in 2014 and is now in full 
execution mode. We made progress on all three pillars of the strategy. After years of decline, we have 
returned to sound and robust revenue growth. This growth was realised by an increase in revenues from 
small and medium-sized enterprise (SME) customers as well as growth with large local customers. 
Revenue management and strict pricing discipline were implemented and resulted in good revenue 
growth by customer. We strongly improved our service quality measured by on-time performance which 
resulted in a significant improvement in our customer experience scores (Orange Experience Score).  
 
In line with our four-year investment programme we made significant steps to improve operational 
excellence and drive productivity. We opened new hubs and modernised our infrastructure. We made 
good progress in the automation of our hubs and depots, and took steps to simplify and standardise our 
core processes. We opened new destinations and improved connections to further optimise our unique 
European Road Network. 
 
With our third Outlook pillar, Organise to Win, we are building a new organisation that will help us serve 
our customers even better, whilst realising global competencies and efficiencies in our support 
functions. We outsourced our existing shared-service centres by signing a business process outsourcing 
(BPO) contract and started the total overhaul of our IT infrastructure. We further strengthened our 
leadership team and were able to attract strong talent in many of our core markets. We were able to 
lower our overheads and invested in industry leading e-commerce capabilities. 
 
We are progressing remarkably well with the wide-ranging transformation of TNT, and even though the 
full benefits of Outlook will only be unlocked from 2018 onwards, we are increasingly confident that we 
will turn the corner and succeed in achieving year-on-year improvements in 2016. 
 
Thanks to the Orange spirit of our employees and our loyal customers, we enter 2016 with positive 
momentum and celebrate 70 years of TNT and a bright future with FedEx. 
 
Thank you for your confidence now and in the future. 
 
 
Tex Gunning 
Chief Executive Officer

Overview 2015 and strategy 
Chapter 1 
 
 
 
 
 
3
II. REPORT OF THE EXECUTIVE BOARD1 
  
♦Revenue growth: 3.5%
♦Reported operating income: €38 million
♦Reported loss for the period attributable to the ♦Adjusted operating income1: €151 million
equity holders of the parent: €50 million
♦Net cash used in operating activities: €6 
♦Net cash: €231 million
million
♦No dividend will be paid over 2015
 
 
FINANCIAL HIGHLIGHTS2 
 
Financial highlights
Year ended at 31  December
2015
variance %
2014
2015
variance %
2014
Total revenues
6,914
  
3.5
6,680
   
Other income
4
         
(76.5)
17
        
Operating income/(loss)
38
       
0.0
(86)
      
151
      
(27.8)
209
      
Net financial expense
(34)
      
(41.7)
(24)
      
Income taxes
(67)
      
23.0
(87)
      
Results from investments in associates and joint ventures
7
         
7
          
Profit/(loss) for the period
(56)
      
70.5
(190)
    
Attributable to:
Non-controlling interests
(6)
        
0.0
5
          
Equity holders of the parent
(50)
      
74.4
(195)
    
Cash generated from operations
109
     
(55.7)
246
      
Net cash from/(used in) operating activities
(6)
        
0.0
106
      
Net cash from/(used in) investing activities
(159)
    
(35.9)
(117)
    
Net debt/(cash)
(231)
    
48.6
(449)
    
(in €  millions, except percentages)
Adjusted (non-GAAP)
Reported
 
 
2015 PERFORMANCE HIGHLIGHTS 
 
2015 was a challenging year of transition for TNT, marked by the progressive ramp-up of new and 
upgraded 
facilities 
and 
other 
wide-ranging 
projects, 
such 
as 
the 
outsourcing 
of 
IT. 
These transformations triggered restructuring and other one-off charges, which reduced operating 
income by €113 million. 2015 was also a year of progress on many fronts, demonstrated by the return to 
a revenue growth position, despite economic volatility in some markets, including Brazil and China. 
Revenues from small and medium-sized enterprise (SME) customers, in particular, rose 5.1%.  
 
As part of Outlook, TNT invested €309 million in its transport and IT infrastructure, launched new road 
and air connections, expanded network coverage and improved on-time delivery performance globally. 
As a result, TNT’s customer satisfaction score increased significantly. 
 
Overall, revenues increased by 3.5% to €6,914 million. Adjusted operating income declined by 27.8% to 
€151 million. In International Europe, adjusted operating income decreased by 13.6%, due to Outlook-
related transition and project costs, the costs of introducing or upgrading services, higher volume-related 
costs and larger dollar-denominated air network costs. International AMEA recorded a 37.3% increase 
in adjusted operating income, supported by improved cost management. In Domestics, adjusted 
operating income decreased by 65.2%, attributable to price pressure and negative mix effects, notably 
in France and Australia, Outlook-related transition and project costs, and costs related to the ramp up of 
the new hubs in Brisbane, Melbourne and Sydney. 
 
At the end of 2015, net cash was €231 million, 48.6% lower than in 2014, which reflects the investments 
made as part of Outlook. With available cash and cash equivalents of €464 million and an undrawn 
committed facility of €600 million, TNT’s financial position is sound, as reflected in its credit ratings of 
BBB (Stable) by S&P and Baa2 (Stable) by Moody’s.  
                                                           
 
1,2 Adjusted operating income is calculated as operating income after adjusting for one-offs and is prepared by management to 
analyse the results, excluding non-recurring items for a better understanding of the business performance. The calculation of adjusted 
operating income has been updated to reflect respective foreign exchange rates. The presentation and disclosure of adjusted 
operating income does not conform to IFRS.

Overview 2015 and strategy 
Chapter 1 
 
 
 
 
 
4
REVIEW OVER THE FINANCIAL YEAR ENDED 31 DECEMBER 2015 
 
The following analyses provide more detail on TNT’s financial results and should be read in conjunction 
with the rest of the annual report.  
 
Total operating revenues 
In 2015, overall revenues increased by 3.5%, supported by an increase in revenues from SMEs (5.1%). 
Underlying revenue growth, at a comparable scope and constant foreign exchange rates, adjusted for 
the negative impact of lower fuel surcharges was 3.4%. 
 
Revenues in International Europe increased 4.4% to €2,864 million, as a result of higher revenues from 
SMEs and faster revenue growth in parts of Europe. In International AMEA, revenues increased 10.6% 
to €1,002 million, largely due to favourable currency effects, despite lower revenues in China. In 
Domestics, revenues increased 1.3% to €2,581 million, as revenue growth in European markets more 
than offset the recession-induced drop in demand in Brazil and Australia. 
 
Other income 
Other income in 2015 included the profit on the sale of TNT Business Solutions Ltd. of €1 million 
(related to the outsourcing of the shared-service centres as part of the BPO contract), and other assets 
held for disposal of €3 million.  
 
Operating expenses 
Total reported operating expenses increased to €6,880 million (2014: 6,783). When adjusted for one-
offs (€113 million), the adjusted operating expenses were €6,767 million (2014: 6,481).  
 
 
Operating expenses
Year ended at 31  December
2015
variance %
2014
Cost of materials
347
(14.7)
407
Work contracted out and other external expenses
3,897
7.6
3,623
Salaries and social security contributions
2,095
(1.5)
2,126
Other operating expenses
340
(18.5)
417
Operating expenses excluding depreciation, 
amortisation and impairments
6,679
1.6
6,573
Depreciation, amortisation and impairments
201
(4.3)
210
Total operating expenses
6,880
1.4
                   
6,783
(in €  millions, except percentages)
 
 
Cost of materials 
Cost of materials decreased by €60 million, mainly due to lower fuel expenses.  
 
Work contracted out and other external expenses 
Work contracted out and other external expenses include fees paid for subcontractors, external 
temporary staff, rent and leases. These costs increased by €274 million (7.6%) compared to 2014, due 
to a number of factors including a weaker euro and the cost of handling increased volumes. 
 
Salaries and social security contributions 
Salaries and social security contributions decreased by €31 million to €2,095 million (1.5%) in 2015 
compared to 2014. Average FTEs decreased from 57,485 in 2014 to 56,095 in 2015.  
 
In 2015, salary costs included €56 million in restructuring costs related to Outlook. Pension costs in 
2015 of €77 million were higher than in 2014 (€50 million), mainly due to a lower discount rate.  
 
Other operating expenses 
Other operating expenses consisted of government legal fees, marketing, consulting, shared-service 
costs and auditors’ fees.  
Other operating expenses decreased by €77 million in 2015 compared to 2014, due to the reduction in 
consulting fees related to the transformation of TNT and marketing costs. 
Total operating expenses excluding depreciation, amortisation and impairments increased by 
€106 million (1.6%) to €6,679 million (2014: 6,573), mainly due to the weakening of the euro.

Overview 2015 and strategy 
Chapter 1 
 
 
 
 
 
5
Total depreciation, amortisation and impairment costs 
Total depreciation, amortisation and impairment costs decreased by €9 million, due to lower impairment 
charges.  
 
Adjusted operating income for the financial years ended 31 December 2015 and 2014 
In 2015, total reported operating income was €38 million. TNT calculates an adjusted operating income 
by adjusting for one-offs. These figures were prepared by management to analyse the results excluding 
non-recurring items for a better understanding of the business performance. The presentation and 
disclosure of adjusted operating income is not in conformity with IFRS and is unaudited.  
 
The adjusted operating income should not be considered in isolation or as a substitute for analysis of 
TNT’s operating results, including its income statement and consolidated statement of cash flows, as 
reported under IFRS.  
 
The following table sets out the unaudited adjusted operating income per segment for the financial years 
ended 31 December 2015 and 2014.  
 
 
Adjusted operating income
Year ended at 31  December
Reported 
2015
One-offs
Adjusted
2015
Adjusted
2014
One-offs
Reported 
2014
International Europe
69
         
33
          
102
         
118
        
88
          
30
           
International AMEA
64
         
6
            
70
           
51
          
1
            
50
           
Domestics
(14)
        
37
          
23
           
66
          
74
          
(8)
            
Unallocated
(81)
        
37
          
(44)
          
(26)
         
132
        
(158)
        
Operating income/(loss)
38
         
113
        
151
         
209
        
295
        
(86)
          
(in €  millions)
 
 
Significant contributors to TNT’s 2015 and 2014 performance include miscellaneous one-offs, which are 
discussed below.  
 
In 2015, one-offs included:  
 In International Europe: restructuring and related charges of €22 million, property, plant and 
equipment impairment of €8 million, software impairment of €1 million, and €2 million FedEx related 
costs. 
 In International AMEA: restructuring and related charges of €3 million, €2 million related to a claim, 
and €1 million FedEx related costs. 
 In Domestics: restructuring and related charges of €34 million, a fair value adjustment of €2 million in 
relation to the fleet in Brazil, €2 million FedEx related costs, and profit related to the sale of TNT 
Business Solutions Ltd. of €-1 million. 
 In Unallocated: €24 million FedEx related costs, €8 million related to the French competition case, 
restructuring and related charges of €3 million, property, plant and equipment impairment of 
€1 million, and software impairment of €1 million. 
 
In 2014, one-offs included: 
 In International Europe: restructuring and related charges of €56 million, and goodwill impairment of 
€32 million in CGU Spain. 
 In International AMEA: restructuring and related charges of €1 million. 
 In Domestics: restructuring and related charges of €65 million, and impairment and depreciation of 
€9 million in Brazil. 
 In Unallocated: €50 million implementation costs related to Deliver!, €50 million provision related to 
the French competition case, restructuring and related charges of €37 million, profit related to the 
sale of TNT Fashion of €-7 million, and software impairment of €2 million.  
 
Net financial expense 
 
Net financial expense
Year ended at 31  December
2015
variance %
2014
Interest and similar income
15
            
25.0
12
            
Interest and similar expenses
(49)
          
(36.1)
(36)
          
Net financial expense
(34)
          
(41.7)
               
(24)
          
(in €  millions, except percentages)
 
 
Net financial expense results mainly from long-term borrowings (primarily finance leases) and net 
interest expense on foreign currency hedges. The expenses are only partially offset by interest income

Overview 2015 and strategy 
Chapter 1 
 
 
 
 
 
6
on cash positions. While centralised cash is significant, it only generated marginal interest due to the 
current low interest rates in the market.  
 
Net financial expense increased by €10 million, due to an increase in net foreign exchange losses of €4 
million, an increase of €3 million in interest expense on bank overdrafts and bank loans, and an increase 
in interest on taxes of €3 million.  
  
Income taxes 
 
Income taxes
Year ended at 31  December
2015
variance %
2014
Current tax expense/(income)
49
            
(2.0)
50
            
Deferred tax expense/(income)
18
            
(51.4)
37
            
Total income taxes
67
            
(23.0)
              
87
            
(in €  millions, except percentages)
 
 
In 2015, the tax expense amounted to €67 million (2014: 87) on income before taxes of €11 million 
(2014: -103), and resulted in an effective tax rate of 609.1% (2014: -84.5%).  
 
The current tax expense was €49 million compared to €50 million in 2014. The difference between the 
total income taxes in the income statement and the current tax expense is due to movements in 
deferred tax assets and deferred tax liabilities. Refer to chapter 5 for more information.  
 
Condensed consolidated cash flow statement 
 
Condensed consolidated cash flow statement
Year ended at 31  December
2015
variance %
2014
Cash generated from operations
109
            
(55.7)
                 
246
            
Interest paid
(39)
            
(25.8)
                 
(31)
            
Income taxes received/(paid)
(76)
            
30.3
                   
(109)
          
Net cash from/(used in) operating activities
(6)
              
 
106
            
Net cash from other investing activities
109
            
 
19
              
Net cash from acquisitions and disposals
2
                
(94.7)
                 
38
              
Net cash used in capital investments and disposals
(270)
          
(55.2)
                 
(174)
          
Net cash from/(used in) investing activities
(159)
          
(35.9)
                 
(117)
          
Net cash used in dividends and other changes in equity
(12)
            
42.9
                   
(21)
            
Net cash used in debt financing activities
(10)
            
16.7
                    
(12)
            
Net cash from/(used in) financing activities
(22)
            
33.3
                   
(33)
            
Changes in cash and cash equivalents
(187)
          
 
(44)
            
(in €  millions, except percentages)
 
 
Net cash from operating activities  
In 2015, cash generated from operations decreased by €137 million to €109 million.  
 
Net cash used in investing activities  
Net cash used in investing activities increased to €159 million.  
 
Capital expenditure on property, plant and equipment and intangible assets 
 
Net capital expenditure
Year ended at 31  December
2015
variance %
2014
Property, plant and equipment
245
             
67
                  
147
             
Intangible assets
64
               
49
                  
43
               
Cash out
309
             
63
                  
190
             
Proceeds from sale of property, plant and equipment
38
               
 
14
               
Disposals of intangible assets
1
                 
(50)
                
2
                 
Cash in
39
               
 
16
               
Total net capital expenditure
270
             
55
                  
174
             
(in €  millions, except percentages)
 
 
Capital expenditure on property, plant and equipment and intangible assets (excluding finance leases) 
totalled €309 million (2014: 190). Capital expenditure on property, plant and equipment is mainly related 
to construction-related activities at a number of depots, and investments in vehicles, IT equipment and 
depot equipment. The capital expenditure on intangible assets is primarily related to purchased software 
and software development projects.

Overview 2015 and strategy 
Chapter 1 
 
 
 
 
 
7
 
Net capital expenditure by segment
Year ended at 31  December
2015
variance %
2014
International Europe
44
               
 
20
               
International AMEA
17
               
13
                   
15
               
Domestics
126
             
94
                  
65
               
Unallocated
83
               
12
                   
74
               
Total net capital expenditure
270
             
55
                  
174
             
(in €  millions, except percentages)
 
 
Net capital expenditure amounted to 3.9% of revenues (2014: 2.6%).  
Proceeds from sale of property, plant and equipment  
Proceeds from the sale of property, plant and equipment in 2015 (mainly related to the sale of land and 
buildings, vehicles and other depot equipment) amounted to €38 million (2014: 14). 
 
Net cash used in financing activities 
In 2015, net cash used in financing activities of €22 million, decreased by €11 million compared with 
2014. No interim cash dividend was paid in 2015. 
 
Net cash 
The net cash position at 31 December 2015 was €231 million compared to €449 million in 2014. The 
decrease reflects the investments made as part of the Outlook strategy.  
 
Borrowings 
In November 2015, TNT successfully extended the €600 million multi-currency revolving credit facility 
with one year till November 2020 without incurring any costs. This facility was entered into in November 
2014 for a period of five years plus two one-year extension options, of which one is now exercised. The 
facility secures access to committed future financing capacity and can be used for general funding 
purposes and includes a €300 million liquidity back-up for TNT's euro commercial paper programme. 
 
The facility bears interest at the applicable interbank rate plus a margin depending on TNT’s credit 
rating. The facility does not contain financial covenants and cannot be accelerated in case of a rating 
downgrade, but does contain a change of control clause and other common market practice clauses. 
 
On 6 December 2006, TNT Airways N.V./S.A. (TNT Airways), an indirectly wholly-owned subsidiary of 
TNT, entered into agreements for the lease of two Boeing 747 freighters, which are guaranteed by TNT. 
The outstanding debts at 31 December 2015 under these finance leases with maturities of December 
2016 and May 2017 were US$81 million and US$87 million, respectively. 
 
The annual amortisation included in the lease term is approximately US$15 million per year. The leases 
bear interest at the six-month interbank dollar-rate plus a credit charge, which depends on TNT’s credit 
rating. The finance leases do not include financial covenants and cannot be accelerated in case of a 
rating downgrade, but do contain a change of control clause and other common market practice 
clauses. The floating interest payments in the lease are fixed via interest rate swaps for the remaining 
life of the leases.  
 
Dividend  
In consideration of FedEx’s all-cash public offer to acquire all the issued and outstanding shares of TNT, 
the Executive Board of TNT decided with the approval of the Supervisory Board, not to pay a dividend 
over 2015. If TNT were to pay a dividend, the dividend amount would be subtracted from the offer price 
upon the purchase by FedEx of the shares from TNT’s shareholders.

Overview 2015 and strategy 
Chapter 1 
 
 
 
 
 
8
III. EXECUTIVE BOARD COMPLIANCE STATEMENT 
 
The 2015 annual report of TNT Express N.V. has been prepared in accordance with International 
Financial Reporting Standards (IFRS), as endorsed by the European Union and additional Dutch 
disclosure requirements for annual reports. 
 
The Executive Board is responsible for establishing and maintaining adequate internal control over 
TNT’s financial reporting. Consequently, the Executive Board has implemented a wide range of 
complementary processes and procedures designed to provide control over the company’s operations. 
TNT has embedded the Committee of Sponsoring Organisations of the Treadway Commission (COSO) 
Enterprise Risk Management (ERM) – Integrated Framework (2004) as the foundation of its risk 
management, internal control, business ethics and compliance framework. TNT’s policies and key 
controls that direct business and reporting processes are built upon this framework. A dedicated 
organisation supports the development and implementation of these policies and controls. These 
processes and procedures facilitate the discharge of statutory and fiduciary obligations. 
 
The Supervisory Board, the Audit Committee and other designated committees perform an oversight 
role. TNT’s internal audit, risk management, internal control and business ethics functions, together with 
the findings from TNT’s independent external auditors, support the Executive Board and the Supervisory 
Board in monitoring the effectiveness and efficiency of the risk management, internal control, business 
ethics and compliance framework. 
 
DIRECTORS’ 
RESPONSIBILITY 
STATEMENT 
UNDER 
DUTCH 
CORPORATE 
GOVERNANCE CODE 
 
The Executive Board confirms that in addition to adequately functioning internal controls, it is 
responsible for TNT’s risk management, business ethics and compliance systems, and has reviewed the 
operational effectiveness of all these systems for the year ended 31 December 2015. The outcome of 
this review and analysis has been shared with the Audit Committee and the Supervisory Board and has 
been discussed with TNT’s external auditors. 
 
TNT’s risk management, internal control, business ethics and compliance framework is aimed at 
providing a reasonable level of assurance over the identification and management of those significant 
risks facing TNT, and ensuring that the Executive Board meets its operational and financial objectives in 
compliance with applicable laws and regulations. Refer to chapter 4 for a detailed description of the risk 
management, internal control over finance reporting and other compliance processes.  
 
The Executive Board believes to the best of its knowledge, based on the outcome of TNT’s specific 
approach to risk management, internal control, business ethics and compliance, that TNT’s risk 
management and internal control over financial reporting have worked effectively over the year ended 
31 December 2015 and provide a reasonable assurance that the financial reporting is free from material 
inaccuracies or misstatements. 
 
The above does not imply that TNT can provide certainty as to the realisation of business and financial 
strategic objectives, nor can TNT’s approach to internal control over financial reporting be expected to 
prevent or detect all misstatements, errors, fraud or violation of law or regulations. In view of the above, 
the Executive Board believes that it is in compliance with best practice provisions II.1.4 and II.1.5 of the 
Dutch Corporate Governance Code.  
 
DIRECTORS’ RESPONSIBILITY STATEMENT UNDER DUTCH FINANCIAL MARKETS 
SUPERVISION ACT 
 
The Executive Board confirms to the best of its knowledge that: 
 the 2015 financial statements for the year ended 31 December 2015 give a true and fair view of the 
assets, liabilities, financial position and profit and loss of TNT Express N.V. and its consolidated 
companies; 
 the additional management information disclosed in the 2015 annual report gives a true and fair view 
of TNT Express N.V. and its related companies at 31 December 2015 and the state of affairs during 
the financial year to which the report relates; and 
 the 2015 annual report describes the main risks facing TNT Express N.V. These are described in 
detail in chapter 4.  
 
Hoofddorp, 16 February 2016  
 
Tex Gunning  
 
 
 
 
 
 
 
Maarten de Vries  
 
Chief Executive Officer  
 
 
 
 
 
 
Chief Financial Officer

Overview 2015 and strategy 
Chapter 1 
 
 
 
 
 
9
IV. STRATEGY 
 
TNT is in a unique position to provide combined parcel and pallet deliveries, express and economy 
express services to the business-to-business (B2B) markets. TNT’s customers range from 
multinationals to small and medium-sized enterprises (SME). TNT excels in serving the industry-specific 
needs of large global customers in the industrial, automotive, high-tech and healthcare industries. TNT’s 
specialised Industry Service Propositions (ISP) address specific requirements and are of great value to 
the supply chains of these customers. SMEs are an important part of the global economy and are 
particularly interested in TNT’s product/service proposition, as it provides a one-stop solution to their 
customer service needs.  
 
In 2014, TNT introduced the Outlook strategy, a comprehensive turnaround and transformation 
programme. A new management team, comprising of experienced industry leaders and corporate 
turnaround professionals was appointed, with a clear mandate to create a sustainable future for the 
company. 
 
OUTLOOK 
 
The Outlook strategy builds on TNT’s strengths, particularly its European Road Network and European 
Air Network with excellent connections to the rest of the world, its large base of loyal customers and its 
people who are always willing to go the ‘Extra Mile’. 
 
Outlook targets substantial improvements in performance to meet TNT’s stakeholders’ needs: 
 Competitive products and services, delivered perfectly at competitive prices for customers 
 A secure and meaningful future for employees 
 Improving results and a solid return on investment for shareholders 
 
To realise these objectives, Outlook has three priorities: focus on profitable growth; invest in operational 
excellence; and organise to win. 
 
 Focus on profitable growth 
To realise profitable growth, TNT focuses on the services and priority industries, where it can truly be 
competitive and deliver the most value. Comprehensive service, productivity and efficiency plans 
have been developed and are in full execution mode. Strengthening the European Road Network to 
‘move more by road’ and deliver both Express as well as Economy Express services to even more 
destinations is a key priority. In addition, particular attention is given to improving profitability in 
TNT’s domestic operations in France, Italy, the United Kingdom, Brazil, Australia and New Zealand. 
 
 Invest in operational excellence 
Realising the ‘Perfect Transaction’ is at the core of the company’s drive to improve end-to-end 
processes and to realise a step-change in service and reliability. The aim is to be the ‘fastest and 
most reliable’ and to provide an easy, hassle-free customer experience. Increased service reliability 
will also reduce avoidable costs. Alongside the ‘Perfect Transaction’, the company is working to 
optimise operational efficiency and productivity through process improvements and investments in 
automation and infrastructure. Transforming the IT function and expanding the scope of global 
business service centres will help drive productivity. A disciplined revenue management function will 
be developed, to optimise pricing and capacity usage. Finally, regarding corporate responsibility, 
priority will be given to employees and subcontractor health and safety, with the accelerated roll-out 
of recognised industry best practices. 
 
 Organise to win  
TNT has integrated its multi-local international express organisation in Europe into one European 
express organisation with one Profit and Loss account. This will enable improved service to 
international customers and unified performance management. TNT will create a customer-centric 
organisation in all its operating units supported by Global Business Services (GBS), Global Networks 
and Operations (GNO) and a Global Strategic Accounts Organisation (GSO). This new organisation 
will allow TNT to focus on improving service to its customers, whilst realising global competencies 
and efficiencies in support functions. 
 
The transformation of TNT will be based upon the Orange spirit of its people, the loyalty of its customers 
and the unique European network with good connections to the rest of the world. Since 2014, 
comprehensive productivity and efficiency plans have been developed and are in full execution mode. 
TNT expects to achieve year-on-year improvements from 2016. The full benefits of Outlook will be 
unlocked from 2018 onwards with the ambition to double TNT's 2014 adjusted operating income margin 
percentage per segment by 2018/19.

Overview 2015 and strategy 
Chapter 1 
 
 
 
 
 
10 
FINANCIAL STRATEGY 
 
TNT's financial strategy targets optimal and sustainable performance of the following aspects: 
 Asset efficiency 
 Capital structure 
 Dividend policy 
 Risk management 
 
Asset efficiency 
TNT secures asset efficiency through stringent investment and working capital policies. A rigorous 
process is in place to maintain capital expenditure at approximately 3% to 5% of turnover, during the 
2015 to 2017 period, with higher outlays linked to major investments. Cash and liquidity are centrally 
managed (centralised funding and surplus cash concentration) and supported by working capital 
initiatives to ensure that trade working capital is optimised. 
 
Capital structure 
TNT aims to optimise the cost of capital while preserving the company’s financial stability and flexibility. 
Internal and external funding is structured to optimise the cost of capital, within long-term sustainable 
targets. The strength of TNT’s capital structure is also relevant to customers who rely on a long-term 
strategic service. TNT has set an investment grade target rating of BBB+ by S&P and Baa1 by Moody’s. 
These credit ratings account for off-balance sheet liabilities, not just net debt, to give a more 
representative view of the company’s level of leverage. The company is currently rated BBB (Stable) by 
S&P and Baa2 (Stable) by Moody’s. Liquidity is ensured through the availability of a €600 million 
committed facility of which it is intended to use a maximum amount of €200 million for operational 
purposes. 
 
Dividend policy 
TNT aims to meet shareholders’ return requirements in the long term through growth in the value of the 
company and in the short term through dividend distribution of around 40% of normalised income.  
 
Pending the intended acquisition by FedEx, TNT refrained from distributing a 2015 interim (pro forma) 
dividend, and will not pay a final dividend over 2015. 
 
Risk management 
TNT is exposed to market risks (interest, currency and commodity risks), which are partly hedged 
through a combination of primary and derivative financial instruments (swaps, forward transactions and 
cross-currency swaps) and contractual terms (fuel surcharge). Operational risks are covered through 
business continuity planning and a comprehensive insurance policy, which includes a mix of self 
insurance, reinsurance and direct external insurance. 
 
TNT operates integrated risk management systems of which the scope includes: 
 internal control and compliance (refer to chapter 4); 
 financial risk management and risk insurance structures (refer to chapter 5); and 
 an aligned legal and funding structure. 
  
CORPORATE RESPONSIBILITY STRATEGY 
 
Corporate responsibility (CR) is an integral part of TNT’s business strategy. The CR strategy is reviewed 
on an ongoing basis and includes dialogues with stakeholders. It is embedded within TNT’s business 
and operational activities. 
 
As part of its strategic agenda, TNT aims to create sustainable value for customers by: 
 ensuring a healthy and safe working environment for employees, subcontractors and business 
partners to guarantee the delivery of improved quality of service;  
 minimising environmental impact on the supply chain of the customer and of TNT’s activities in the 
world; and 
 continuous development and engagement of employees to ensure that customers are dealing with 
knowledgeable and dedicated employees.

Overview 2015 and strategy 
Chapter 1 
 
 
 
 
 
11 
2016 GUIDANCE 
 
 TNT reiterates its Outlook agenda and guidance for 2018/19, as presented during the capital 
markets day on 18 February 2015. The company expects to achieve structural improvements from 
2016 onwards and to see the full benefit of the Outlook strategy from 2018/2019.  
 TNT expects continued economic volatility in some markets outside Europe, especially in Brazil. 
 Closing of the FedEx Offer to acquire TNT is anticipated in the first half of 2016. 
 
ASSUMPTIONS UNDERLYING THE EXECUTION OF OUTLOOK 
 
 Revenue growth at a minimum in line with GDP growth from 2016 onwards. 
 The plans assume no major adverse economic developments going forward. 
 
OUTLOOK AGENDA AND GUIDANCE FOR THE PERIOD 2018 – 2019 
 
 The adjusted operating income margin percentage guidance per segment for 2018/19: 
 
International Europe: 8% to 10% 
 
International AMEA: 8% to 10% 
 
Domestics: 4% to 5% 
 
Unallocated: approximately -0.5 % (of Group revenue) 
 
 €800 million to €900 million of capital expenditure investments during the period 2015 to 2017. 
 €250 million of cost reductions to be realised by 2018 (versus baseline 2014), achieving a net cost 
reduction of €125 million by 2018. 
 €250 million to €300 million planned restructuring charges for 2015 to 2017. 
 Manage a positive net cash position. 
 
V. FEDEX  
 
On 25 February 2015, TNT received a non-binding offer from FedEx, to jointly explore the possibility of a 
transaction in which FedEx would acquire all the issued and outstanding shares of TNT.  
 
In April, FedEx and TNT reached a conditional agreement on the recommended all-cash public offer of 
€8.00 per share, which was approved by the board of directors of FedEx and TNT’s Executive Board 
and Supervisory Board. 
 
The all-cash public offer for all the issued and outstanding shares of TNT (the ‘FedEx Offer’) was 
announced by FedEx on 21 August 2015. By combining their businesses, TNT and FedEx have the 
intention to create a leading global player providing logistics, transportation, express delivery and related 
business services, drawing on the considerable strengths of both TNT and FedEx. The key elements of 
the strategic rationale for the combination are included in the Offer Memorandum. 
 
The FedEx Offer was discussed during the Extraordinary Meeting of Shareholders on 5 October 2015. 
The Executive Board and the Supervisory Board of TNT fully support and unanimously recommend the 
FedEx Offer to all shareholders for acceptance. On 30 October 2015, FedEx and TNT extended the 
Acceptance Period for the FedEx Offer until 8 January 2016. Subsequent to that, on 8 January 2016, 
FedEx and TNT jointly announced that the Acceptance Period was further extended until two weeks 
following the satisfaction of the receipt of all competition clearances, but no later than 6 June 2016. 
Based on the required steps and subject to the necessary approvals, FedEx and TNT continue to 
anticipate that the FedEx Offer will close in the first half of 2016.

Business performance 
 
Chapter 2 
 
 
 
12
CHAPTER 2 BUSINESS PERFORMANCE 
 
I. GENERAL MARKET AND BUSINESS PROFILE 
13 
II.  OVERVIEW 
14 
III.  INTERNATIONAL EUROPE 
16 
IV. INTERNATIONAL AMEA 
16 
V.  DOMESTICS 
17 
VI. UNALLOCATED 
18

Business performance 
 
Chapter 2 
 
 
 
13
I. GENERAL MARKET AND BUSINESS PROFILE 
 
MARKET OVERVIEW 
 
TNT operates in the Courier, Express and Parcel (CEP) market and collects, transports and delivers 
documents, parcels and palletised freight on a day-definite or time-definite basis. Its services are 
primarily classified by the speed, distance, weight and size of consignments. Whereas the majority of its 
shipments are between businesses (B2B), TNT also offers business-to-consumer (B2C) services to 
select key customers.  
 
Within the CEP market, TNT provides Express and Economy Express services. The Express services 
are day-definite and delivered next-day or fastest-by-air for distances for which next-day is not possible. 
The Economy Express services are also day-definite and are delivered fastest-by-road, except for 
intercontinental deliveries which depend on air. For both Express and Economy Express services TNT 
has time-definite options for customers requiring delivery before a certain time (e.g. 12:00 pm). TNT also 
provides specialised or extremely urgent deliveries which include products such as same-day, value-
added and non-standard freight services. Geographically, TNT differentiates between domestic, intra-
regional and intercontinental shipments. It also differentiates between parcels and freight, with a cut-off 
point at 30 kilogrammes per consignment. 
 
There are two types of express players: global integrators – so called due to their worldwide integrated 
networks and door-to-door delivery capability – and local/regional express operators. Four global 
integrators – DHL Express, FedEx, UPS and TNT – have the largest share of the intra-regional and 
intercontinental segments. Local/regional operators are often well positioned in their respective domestic 
or regional markets. As for the European economy parcels market, which is mainly domestic, larger 
competitors are DPD, a subsidiary of France’s La Poste’s GeoPost, and General Logistics Systems, a 
Royal Mail-owned parcel delivery group.  
 
Competition in the express market focuses on network coverage, speed, reliability, quality of customer 
service and price. New entrants into the express market may come from the parcel and freight sectors, 
where companies might improve their range of services by including day-definite products.  
 
MARKET DYNAMICS 
 
The CEP market, in particular the express business, is highly cyclical. An important development over 
the last two decades has been the emergence of end-to-end global supply chains, which is 
strengthening the relationship between express delivery and trade flows. Due to the close relationship 
between trade flows and economic development, a strong correlation exists between the development 
of the express delivery industry and real GDP (Gross Domestic Product) development. The growth of 
the global economy was uneven in 2015. 
 
Other key factors that affect TNT’s performance are: 
– Demand for Express and Economy Express  
– Customer mix 
– E-commerce 
– Base price and surcharges 
– Wage and input-cost inflation 
– Fuel prices 
– Operational efficiency and productivity 
– Foreign currency volatility 
 
BUSINESS PROFILE 
 
Originally founded in 1946 and headquartered in Hoofddorp, the Netherlands, TNT employs over 56,000 
people worldwide. With own operations in 61 countries, TNT picks up and delivers documents, parcels 
and palletised freight through its operations, subcontractors and agents which are connected by road 
and air networks. The road networks are operated in Europe, the Middle East, Asia, Australia and South 
America. TNT’s unique European Road Network connects more than 40 countries through 19 road hubs 
and over 540 depots. Its international air network has a central air hub in Liège, Belgium, and a fleet of 
56 aircraft connecting 78 airports globally. In addition, TNT utilises acquired capacity on commercial 
airlines to destinations worldwide, allowing for service to more than 200 countries.  
 
TNT’s customers range from multinationals to small enterprises and are concentrated in the industrial, 
automotive, high-tech and healthcare industries. SMEs are an important part of TNT’s customer base. 
These customers have broadly distributed geographic (domestic, intra-Europe and intercontinental)

Business performance 
 
Chapter 2 
 
 
 
14
service demand. TNT’s sector-specific value propositions and products, born from meeting the needs of 
larger customers, are also marketed to SMEs alongside more standardised products. 
 
With more than two-thirds of its revenues generated in Europe, TNT has a robust position in the 
domestic and intra-European express market.   
 
EXTERNAL RECOGNITION 
 
In 2015, TNT received a number of awards, including the following: 
 
– TNT Brazil received the ‘2014 Pinnacle Award’ from Delphi Automotive Plc., during the Global 
Supplier Conference & Pinnacle Awards event in April, held in Shanghai, China. The award 
recognised TNT Brazil for its contribution to Delphi Automotive Plc.'s excellence culture and 
commitment to quality, value and cost performance.  
 
– Two TNT drivers were named as the winner and runner-up in the prestigious 2015 Scania Driver 
Competition held in Bangkok, Thailand in June. TNT, like Scania recognises that drivers are the 
single most important asset for promoting safety, protecting the environment and maximising the 
efficiency of the transport business.  
 
– For the fourth consecutive year, TNT Germany received the ‘Audit Berufundfamilie’ certificate in 
June, for its family-oriented employee policy. 
 
– TNT Airways won the ‘Air Cargo Carrier of the Year Award’ at the Global Freight Awards 2015, co-
hosted by Lloyds Loading List in November. The award recognised TNT Airways for its high 
performance, drive for innovation, customer centricity and demonstrable expertise. 
 
II. OVERVIEW  
 
In 2014, as part of Outlook, and its Organise to Win initiative, TNT announced that the management 
structure would be updated to create focused and accountable units. This led to a change in operating 
units and subsequently reportable segments changed to: International Europe, International AMEA, 
Domestics and Unallocated, effective 1 October 2014. 
 
– The International Europe reportable segment is centrally led with integrated responsibility across 
Europe. 
– The International AMEA reportable segment is managed separately but operates in close co-
operation with International Europe. 
– The Domestics reportable segment includes the domestic operations in France, Italy and the United 
Kingdom, as well as Brazil, Chile, Argentina, Australia and New Zealand. The domestic entity 
creates a dedicated focus on domestic operations, whilst keeping the synergies with the international 
activities. 
– The Unallocated reportable segment consists of Other Networks (TNT Innight), Central Networks 
(European Road Network and European Air Network), IT and the TNT Head Office. 
 
SEGMENT OVERVIEW 
 
Adjusted operating income is calculated as operating income after adjusting for one-offs and is prepared 
by management to analyse the results excluding non-recurring items for a better understanding of the 
business performance. The presentation and disclosure of adjusted operating income does not conform 
to IFRS. 
 
The following table presents revenue and (adjusted) operating income per reportable segment for the 
financial years ended 31 December 2015 and 2014.

Business performance 
 
Chapter 2 
 
 
 
15
Revenue and operating income by segment, reported and adjusted
Revenues
2015
variance %
2014
One-offs
2015
variance %
2014
International Europe
2,864
          
4.4
                      
2,743
          
International AMEA
1,002
          
10.6
                     
906
             
Domestics
2,581
          
1.3
                       
2,547
          
Unallocated
477
             
(3.8)
                     
496
             
Elimination
(10)
              
16.7
                     
(12)
              
Total
6,914
3.5
                      
6,680
          
Operating income (€m)
International Europe1
69
               
 
30
               
33
          
102
             
(13.6)
                  
118
            
International AMEA2
64
               
28.0
                    
50
               
6
            
70
               
37.3
                   
51
              
Domestics3
(14)
              
(75.0)
                  
(8)
                
37
          
23
               
(65.2)
                 
66
              
Unallocated4
(81)
              
48.7
                    
(158)
            
37
          
(44)
              
(69.2)
                 
(26)
             
Total
38
               
 
(86)
              
113
        
151
             
(27.8)
                 
209
            
Operating income margin (%)
International Europe
2.4
              
1.1
              
3.6
              
4.3
             
International AMEA
6.4
              
5.5
              
7.0
              
5.6
             
Domestics
(0.5)
             
(0.3)
             
0.9
              
2.6
             
Total
0.5
              
(1.3)
             
2.2
              
3.1
             
Notes: Non-GAAP adjustments
1FY15: €22m restructuring and related charges, €8m PP&E impairment, €1m softw are impairment and €2m FedEx related cost.
1FY14: €56m restructuring and related charges and €32m goodw ill impairment.
2FY15: €3m restructuring and related charges, €2m claims and €1m FedEx related cost.
2FY14: €1m restructuring and related charges.
3FY15: €34m restructuring and related charges, €2m fair value adjustment of the fleet in Brazil, €(1)m profit on sale of TNT Business Solutions Ltd.
and €2m FedEx related cost.
3FY14: €65m restructuring and related charges and €9m impairment and depreciation of Brazil.
4FY15: €3m restructuring and related charges, €8m French competition case, €1m softw are impairment, €1m PP&E impairment
and €24m FedEx related cost.
4FY14: €37m restructuring and related charges, €50m implementation cost, €2m softw are impairment, €50m provision related to the French
competition case and €(7)m profit on sale of TNT Fashion Group B.V.
(in €  millions, except percentages)
Reported
Adjusted (non-GAAP)
 
 
In 2015, overall revenues increased by 3.5%. Underlying revenue growth, at a comparable scope and 
constant foreign exchange rates, adjusted for the negative impact of lower fuel surcharges was 3.4%, 
reflecting higher revenues from SMEs, particularly in the International Europe segment. TNT returned to 
revenue growth despite economic volatility in some of its markets notably, Brazil and China.  
  
TNT recorded an operating income of €38 million in 2015 compared to an operating loss of €86 million 
in 2014. Operating income included net one-off charges of €113 million, which mainly consists of 
restructuring and related charges of €62 million, and impairments of €11 million, of which €9 million is 
related to property, plant and equipment.  
 
At the end of 2015, an additional €8 million was recognised due to the decision by the French 
Competition Authority to fine TNT €58 million related to alleged anti-competitive behaviour in the French 
parcels delivery sector.  
 
TNT’s adjusted operating income was €151 million, compared with €209 million in 2014. Operating 
results were affected by price pressures, Outlook-related transition and project costs (€45 million), and 
costs to enhance service capabilities. Lower margins were experienced most notably, in France and 
Australia. 
 
Commentary on the performance in each of TNT’s reportable segments is provided below.

Business performance 
 
Chapter 2 
 
 
 
16
III. INTERNATIONAL EUROPE 
 
GENERAL 
 
The International Europe segment comprises of all TNT operations in Europe with the exception of the 
domestic businesses in France, Italy and the United Kingdom. These operations provide TNT with a 
strong position in the European international express market. The segment also includes TNT’s 
operations in North America and Israel. 
 
2015 PERFORMANCE 
 
International Europe
Year ended at 31  December
2015
variance %
2014
Revenues
2,864
4.4
2,743
Comparable revenue grow th (%)1
3.7
1.5
Operating income/(loss)
69
 
30
One-offs
33
(62.5)
88
Adjusted operating income/(loss)
102
(13.6)
118
Adjusted operating income margin (%)
3.6
4.3
Average consignments per day ('000)
249
4.2
239
Revenue per consignment (€)1
44.7
(0.7)
45.0
Average kilogrammes per day ('000)
8,691
6.2
8,184
Revenue per kilogramme (€)1
1.28
(2.3)
1.31
1Based on reported revenues @ constant foreign exchange rate.
(in €  millions, except percentages)
 
 
International Europe’s revenues increased by 4.4% or 3.7% at constant foreign exchange rates. Growth 
accelerated across the quarters in 2015, with particularly strong growth in the SME customer segment. 
Revenue per consignment declined by 0.7%, as a result of price pressure and the significant decline in 
fuel prices, partly compensated by an increased average consignment weight.  
 
Adjusted operating income was impacted by increased dollar-denominated air network costs, 
investments in road and air network connections, as well as Outlook-related transition and project costs. 
 
While many operating units experienced healthy profit developments, the performance of the segment 
was negatively impacted by the revenue developments in certain parts of Western Europe. 
 
Investments made in the European Road Network and the European Air Network to drive growth and 
productivity, positively impacted International Europe’s service coverage and capacity. Service levels 
improved significantly in 2015, as evidenced by the results of customer satisfaction surveys. 
 
IV. INTERNATIONAL AMEA 
 
GENERAL 
 
The International AMEA segment constitutes the businesses in Asia, the Middle East and Africa with 
fully owned subsidiaries in 21 countries. It operates express services within the AMEA region and 
provides intercontinental services mainly to and from Europe and the United States. Its dedicated 
intercontinental air fleet serves Shanghai, Hong Kong, Singapore and Dubai. In Asia, it operates 
domestic and international regional road networks connecting more than 126 cities and provides an 
attractive alternative to air and sea transport.

Business performance 
 
Chapter 2 
 
 
 
17
2015 PERFORMANCE 
 
International AMEA
Year ended at 31  December
2015
variance %
2014
Revenues
1,002
10.6
906
Comparable revenue grow th (%)1
(2.8)
(13.5)
Operating income/(loss)
64
28.0
50
One-offs
6
 
1
Adjusted operating income/(loss)
70
37.3
51
Adjusted operating income margin (%)
7.0
5.6
Average consignments per day ('000)
56
(6.7)
60
Revenue per consignment (€)1
61.2
4.1
58.8
Average kilogrammes per day ('000)
1,257
7.7
1,167
Revenue per kilogramme (€)1
2.74
(10.2)
3.05
1Based on reported revenues @avg14 rates.
(in €  millions, except percentages)
 
 
In 2015, International AMEA experienced revenue growth of 10.6% driven by the strengthening of local 
currencies against the euro. At constant foreign exchange rates, revenue growth within the segment 
was dampened, negatively impacted by the dilution of fuel surcharge revenue and a slowdown in the 
Chinese economy, where exports declined year-on-year, particularly to Europe.  
 
Average kilogrammes shipped per day increased year-on-year by 7.7%, while average consignments 
shipped per day decreased by 6.7%. This was a reflection of the increase in average weight per 
shipment, due to the growth in the demand for Economy Express products, which was at a faster rate 
than for the lighter Express products. Revenue decrease in China and Hong Kong was partly offset by 
growth in India, Middle East and Africa.  
 
Adjusted operating income margin improved to 7.0% in 2015 from 5.6% in 2014. This was the result of 
growth in higher margin import products and the SME customer segment, which are key Outlook 
strategic focus areas for International AMEA. Contributing to the improvement were the indirect cost 
reduction actions, which included the consolidation of activities and de-layering of management. Indirect 
costs remained well controlled despite high levels of salary inflation in many markets, which often run at 
multiples of local CPI indices. 
 
V. DOMESTICS 
 
GENERAL 
 
The Domestics segment comprises of the domestic businesses in France, Italy and the United Kingdom, 
as well as Brazil, Chile, Argentina, Australia and New Zealand. These businesses provide TNT with a 
strong position in the domestic express markets in the respective countries. 
 
2015 PERFORMANCE 
 
Domestics
Year ended at 31  December
2015
variance %
2014
Revenues
2,581
1.3
2,547
Comparable revenue grow th (%)1
0.4
0.4
Operating income/(loss)
(14)
            
(75.0)
(8)
              
One-offs
37
(50.0)
74
Adjusted operating income/(loss)
23
(65.2)
66
Adjusted operating income margin (%)
0.9
2.6
Average consignments per day ('000)
654
3.2
634
Revenue per consignment (€)1
15.3
(3.2)
15.8
Average kilogrammes per day ('000)
13,154
(1.4)
13,343
Revenue per kilogramme (€)1
0.76
1.3
0.75
1Based on reported revenues @avg14 rates.
(in €  millions, except percentages)
 
 
Revenues for the segment increased by 1.3%, of which 0.9% was due to favourable currency effects. 
Revenues in the SME customer segment improved year-on-year in all markets. 
 
Revenue per consignment declined due to the general price pressure in the European domestic 
markets, coupled with a material change in customer mix in Brazil, driven by declining markets in key 
verticals.

Business performance 
 
Chapter 2 
 
 
 
18
Growth in a number of European domestic markets was offset by declines in Australia and Brazil. 
Adjusted operating income decreased, due to lower sales in Australia and Brazil, lower yields most 
notably in France and Australia, and Outlook-related transition and project costs. Performance in France 
was negatively affected by competitive pressures and higher B2C delivery costs, while the performance 
in Australia was weaker due to competitive pressures, compounded by the drop in commodity markets 
and the ongoing cost of modernising the company’s Australian infrastructure. The lower revenues in 
Brazil could not be fully offset by structural cost saving actions, in response to the economic 
environment, and resulted in a decline in performance. 
 
Service levels continued to improve, with a retained focus on compliance, further investments 
(equipment, fleet and infrastructure), and the roll-out of various operational excellence programmes, 
such as Perfect Depot and Perfect PUD. 
 
VI. UNALLOCATED 
 
GENERAL 
 
The Unallocated segment consists of Other Networks (TNT Innight), Central Networks (European Road 
Network and European Air Network), IT and the TNT Head Office. 
 
Revenues in the Unallocated segment are mainly generated by TNT Innight, and the air cargo sales 
made by Central Networks to optimise air capacity utilisation. 
 
The Unallocated segment costs are shown net of recovery charges allocated to individual geographic 
and business segments. The segment also includes specific one-offs and expenses. 
 
2015 PERFORMANCE 
 
Unallocated
Year ended at 31 December
2015
variance %
2014
Other Netw orks
261
            
(14.4)
305
            
Non-allocated
206
            
15.1
179
            
Total reported revenues
467
            
(3.5)
484
            
Other Netw orks
(2)
              
87.5
(16)
            
Non-allocated
(79)
            
44.4
(142)
          
Total reported operating income/(loss)
(81)
            
48.7
(158)
          
Softw are impairment
1
                
2
                
PP&E impairment
1
                
-
            
Restructuring and related charges
3
                
37
              
Implementation cost
50
              
FedEx related cost
24
              
-
            
Profit on the sale of TNT Fashion Group B.V.
(7)
              
French competition case
8
                
50
              
Adjusted operating income/(loss)
(44)
            
(69.2)
(26)
            
(in €  millions, except percentages)
 
 
On 15 December 2015, TNT announced that it had been ordered to pay a €58 million fine in relation to 
alleged anti-competitive behaviour in the French parcel delivery sector by the French Competition 
Authority. The case relates to activities that took place before 2010. TNT has co-operated with the 
investigation since it started. During the third quarter of 2014, TNT entered into a settlement agreement 
with the French Competition Authority and booked a provision of €50 million in relation to this matter. At 
the end of 2015, an additional liability of €8 million was recorded.

Corporate responsibility performance 
Chapter 3 
 
 
 
 
 
 
19 
 
 
CHAPTER 3 CORPORATE RESPONSIBILITY PERFORMANCE  
 
I.  CORPORATE RESPONSIBILITY FRAMEWORK 
20 
II.  HEALTH AND SAFETY 
22 
III.  ENVIRONMENT 
24 
IV.  SOCIAL AND ENGAGEMENT 
27

Corporate responsibility performance 
Chapter 3 
 
 
 
 
 
 
20 
 
 
I. CORPORATE RESPONSIBILITY FRAMEWORK 
 
STRATEGY 
 
Corporate responsibility (CR) is an integral part of TNT’s business strategy. The CR strategy is reviewed 
on an ongoing basis and includes dialogues with stakeholders. It is embedded within TNT’s business 
and operational activities.  
 
As part of its strategic agenda, TNT aims to create sustainable value for customers by: 
 ensuring a healthy and safe working environment for employees, subcontractors and business 
partners, to guarantee the delivery of improved quality of service;  
 minimising environmental impact on the supply chain of the customer and of TNT’s activities in the 
world; and 
 continuous development and engagement of employees to ensure that customers are dealing with 
knowledgeable and dedicated employees. 
 
GOVERNANCE 
 
The Executive Board is the owner of the CR agenda. CR is incorporated in the Management Board who 
develop, execute, and monitor the performance of TNT’s CR strategy and its associated policies and 
procedures. The functional departments responsible for health & safety, environment and social 
engagement provide input to the Management Board. Annually, the Supervisory Board evaluates the 
company’s CR approach and performance. 
 
MATERIALITY ASSESSMENT 
 
TNT reports on CR data and information in accordance with the Global Reporting Initiative (GRI) G4 
reporting criteria and guidelines. TNT has prepared the 2015 annual report in accordance with G4’s core 
option. Core reports include the majority of the General Standard Disclosures, generic Disclosures on 
Management Approach (DMA) for only material aspects and at least one indicator related to each 
identified material aspect. In compliance with G4, TNT provides an explanation on how it manages each 
material aspect and reports relevant indicators over time.  
 
To identify the CR-related aspects that are most relevant for TNT, an online survey was conducted in 
November 2014 with the six main stakeholder groups as defined by TNT: customers, employees, 
subcontractors, suppliers, investors and civil society organisations. Civil society organisations are 
selected based on apparent interest in TNT, while all other stakeholder groups are selected to ensure 
diverse geographical coverage.  
 
In addition, TNT evaluates the identified material aspects, against the Sustainability Accounting 
Standard of the transportation sector as defined by Sustainability Accounting Standard Board (SASB), 
and systematically engages with (individual) stakeholders to obtain their perspectives, input and 
feedback on its business and operational activities.  
 
The survey outcome, SASB evaluation, and continuous stakeholder feedback provide guidance for 
developing and improving TNT’s CR strategy and activities. Coupled with the prioritisation of the 
Management Board, this is reflected in the Materiality Matrix. The aspects shown in the top-right hand 
area are important and material to both stakeholders and the company, and are covered in this annual 
report.

Corporate responsibility performance 
Chapter 3 
 
 
 
 
 
 
21 
 
 
TNT’s 2015 CR Materiality Matrix   
 
 
 
CORPORATE RESPONSIBILITY RISK MANAGEMENT AND MONITORING 
 
TNT applies continuous, formal and structured CR risk management, and a CR reporting system. It 
identifies CR-related risks, linked to business and operational activities, and works to reduce these 
through the implementation of risk management controls. Where possible, global best practices are 
implemented to monitor, reduce and mitigate these risks. The main CR-related risks are linked to: health 
and safety, CO2 emission rights, regulations related to environment and climate change, and restrictions 
on the use of vehicles. Refer to section V of chapter 4 for more information. 
 
The principal monitoring and control processes for CR are:  
 a global reporting and consolidation system that tracks CR data, supported by a dedicated CR 
reporting function under the responsibility of the CFO; 
 a non-financial letter of representation with CR-related questions, with sign-off by senior 
management to confirm the reliability of provided data and the compliance with policies; and 
 a review of control processes based on the Internal Control for CR (ICCR) framework. 
 
On a monthly basis, TNT uses a monitoring and reporting system to measure progress on relevant key 
performance indicators (KPI). CR targets and KPIs are integral to TNT’s performance management 
framework.  
 
Environmental 
investment
Human rights
Energy
Climate change
Relative importance according to the company
Social
Health & safety
Relative importance according to the stakeholders
Anti-corruption
Economic 
performance
Emissions
Materials
Customer satisfaction
Economic
Environmental
Customer privacy
Labour
Compliance
Market presence
Training
Supplier assessment
low
high
medium
medium
high
low

Corporate responsibility performance 
Chapter 3 
 
 
 
 
 
 
22 
 
 
II. HEALTH AND SAFETY 
 
MANAGEMENT AND PERFORMANCE  
 
At TNT, a key part of the Outlook strategy is to prioritise health and safety practices. To continuously 
improve health and safety performance and wellbeing of employees it is essential to have ongoing 
efforts to maintain and enhance a healthy and safe workplace for and with colleagues to sustainably 
reduce injuries as a consequence of incidents and accidents. 
 
In 2015, health and safety was a top priority for TNT. TNT embedded a culture of safety leadership, 
where management systematically addresses behavioural issues to reduce incidents. In 2015, TNT 
changed its framework to fully align with OSHA (Occupational Safety and Health Administration (Form 
300)) requirements. Refer to chapter 5 for more information.  
 
TNT manages health and safety via a systems-based approach. The health and safety policies and 
management framework are based on international standards, such as OHSAS 18001. All operating 
units are required to achieve and maintain external certification to standards like these at a minimum, in 
addition to national and local regulatory standards. 
 
Health and safety risks associated with operational activities are identified and assessed, and 
subsequently managed and controlled to acceptable levels by implementing effective risk controls within 
operational processes. Each operating unit has a documented risk assessment process in place to 
control this particular risk at a local level.  
 
Preventive measures 
To ensure prevention of injuries, TNT revamped the management safety performance review process 
for risk and incident reduction in 2015. The process was tested in November and December, and is 
planned for further roll-out in 2016 for all TNT operating units globally.  
 
Health and safety risk reduction performance target levels will trigger immediate corrective action by 
responsible line management for safety at TNT premises and its operations on the public roads, and will 
be followed up through factual checks of implementation at all levels.  
 
Road safety 
At TNT, road safety has a high priority in its ongoing business operations. TNT uses the ‘safe vehicle, 
safe driver, safe journey’ approach to identify and implement effective risk mitigation measures for road 
safety. TNT pursues continuous improvement in each of these areas, in addition to subcontractor 
management. The main challenge in reducing road accidents is to ensure consistent application of this 
approach, particularly in less-developed countries, and to ensure that subcontractors adopt 
corresponding standards in practice. TNT promotes the improvement of the quality of public 
infrastructure proactively by being involved in non-governmental organisation initiatives, where possible.  
 
Health and safety performance 
In 2015, TNT implemented a work-related incident management system (IMS) globally to improve the 
accuracy of injury and causation registration. The IMS enables TNT’s management to monitor the 
effectiveness of improvement actions to prevent injuries in its operations. 
 
 
 
Health and safety performance KPIs
Year ended at 31 December
2015
variance %
2014
OHSAS 18001 certification (% of total FTE)
81%
0.0
81%
OSHA recordable fatalities
♦
0
0
Workplace fatalities (OSHA non-recordable)
♦
5
400.0
1
Public road fatalities (OSHA non-recordable)
♦
31
24.0
25
Lost-time accidents per 100 FTE
♦
2.67
(1.8)
2.72
Lost-time injury rate (LTIR) (per 200,000 w orking hours)1
♦
2.73
(2.2)
2.79
Road traffic incidents/collisions per 100,000 kilometres
1.05
(2.8)
1.08
Absenteeism (% of total standard w orking hours)
♦
3.5
(2.8)
3.6
1 Global LTIR data is based on definitions from the United States Occupational Safety and Health Administration (OSHA)
Figures with a (♦) fall within the reasonable assurance scope

Corporate responsibility performance 
Chapter 3 
 
 
 
 
 
 
23 
 
 
In 2015, TNT had no fatal injuries within its operations. Five non-recordable OSHA fatalities occurred: 
four TNT employees/subcontractors passed away due to heart attacks and one as a result of suicide. 
 
On the public road three TNT employees and 22 subcontractors were involved in incidents in which 31 
people died (27 third parties and four subcontractor drivers). Most recorded fatal road incidents 
happened in Brazil, Germany and the United Kingdom, and have a close relation to the road risk 
conditions in these countries. 
 
Every road incident TNT is involved in has a mandatory independent external and internal investigation 
process. The investigation is reviewed on status and outcomes, by senior management, with a focus on 
correct follow up, causation analysis and preventive actions. 
 
Taking factual road safety research into account, combined with TNT’s own incident and road safety 
investigations and expertise, TNT promotes ongoing road safety programmes with an objective to 
increase awareness and reduce risk factors related to speeding, distracted driving, seatbelts, personal 
protection equipment, fatigue and use of (medical) drugs. 
 
Based on the recorded lost-time incident IMS data of the last six months of 2015, 80% of the lost-time 
incidents occurred at TNT premises, 6% occurred on the public road, and 14% occurred on other non-
TNT locations.  
 
The largest part (60%) of the lost-time incidents occurred during loading and unloading activities, as this 
process is the most labour intensive, and has a direct relationship to the use of human muscles and 
moving (heavy) equipment. Only 4% of the lost-time incidents are related to driving on the public road, 
and 5% are related to forklift driving and onsite driving. Collection, delivery and visits to customers 
represent 7% of the lost-time incidents and the remaining 24% is related to other less significant 
activities or is not specified.   
 
TNT investigates causations of injuries with the objective to develop and implement injury reduction 
programmes on an ongoing basis. The main causes of lost-time incidents in TNT are related to manual 
handling (29%), falls/slips in the work floor (19%), being hit by a moving object at a site (13%), being hit 
by a moving vehicle (8%), and due to equipment, tools or chemicals used (8%). The remaining 23% is 
related to other less significant causes or is not specified. 
 
KEY INITIATIVES 
 
The lost-time injury rate (LTIR), a more stringent health and safety KPI introduced on 1 January 2016 for 
lost-time injuries, will be reviewed during the monthly review process. The aim for this health and safety 
KPI is: Zero Harm, Zero Blame, with a maximum LTIR tolerance of 1.0 (1.0 = 1 lost-time injury per 
200,000 working hours). Performance above the maximum LTIR tolerance level will trigger immediate 
corrective action by line management, in line with TNT’s incident reduction programme to reduce injuries 
within a foreseeable timeframe to meet the health and safety target communicated. 
 
Health and safety is prioritised in TNT’s Outlook strategy and is primarily measured on its effectiveness 
to reduce injuries within its operations worldwide. In order to ensure health and safety is fully embedded 
in TNT’s culture, processes and operations, the following actions will be taken: 
 
Focus on profitable growth 
A Zero Harm, Zero Blame company health and safety culture in which TNT: 
 knows its current health and safety performance; 
 prevents impact to people, business and financials; and  
 establishes a performance based health and safety mentality. 
 
Zero is the norm TNT aims for. 
 
Invest in operational excellence 
Ensure that health and safety is managed at all levels in the organisation: 
 Integration is done in the total quality management (TQM) culture  
 Preventive change management focus to improve behaviour and aid injury prevention 
 Clear and simple health and safety performance management processes 
 The health and safety management loop is closed between operations with material impact

Corporate responsibility performance 
Chapter 3 
 
 
 
 
 
 
24 
 
 
Organise to win 
Maintain a customer and people centric organisation in which TNT management has the fundamental 
belief that high customer and employee satisfaction can only be achieved by good performance on 
health and safety management. This means in practice: 
 Employees and management value ‘The People Network’ and are aware of their personal leadership 
behaviour values  
 Health and safety performance culture and leadership capability at all management levels 
 One health and safety performance process measured on operational effectiveness 
 
III. ENVIRONMENT 
 
MANAGEMENT AND PERFORMANCE 
 
TNT considers energy and carbon efficiency to be a priority. Therefore, TNT is committed to mitigating 
its environmental impact, with a focus on three areas: 
 Operations: improve CO2e efficiency and air quality of activities, including subcontractors 
 Customers: provide CO2e information to customers and help them reduce their emissions 
 People: encourage awareness and train employees and subcontractors in environmental 
management 
 
TNT manages its environmental footprint via a systems-based approach. Its environmental policies and 
management framework are based on the international ISO 14001 standard. All operating units are 
required to achieve and maintain external certification to this standard as a minimum, in addition to 
national and local regulatory standards. In 2015, TNT complied with the local legislation to perform 
regulatory energy audits, in accordance with the Directive 2012/27/EU on energy efficiency. 
 
TNT’s environmental management system is used to plan, implement, monitor, manage and improve 
the environmental impact of its activities. Environmental performance is measured through a set of KPIs 
related to energy: absolute CO2 emission and CO2 efficiency. TNT includes environmental requirements 
in its capital expenditure and procurement review process. The environmental impact of TNT’s fleet and 
infrastructure at each important juncture (planning, acquisition and operation) are managed. In addition, 
general terms and conditions for transport subcontractors include environmental requirements. 
 
TNT benchmarks its energy and carbon approach and performance against its peers via the Carbon 
Disclosure Project. In 2015, TNT scored 94 out of a possible 100 in the Carbon Disclosure Project 
(2014: 89).  
 
In 2015, TNT continued to focus on medium-term targets for global initiatives related to its own fleet, 
with the objective to improve CO2 efficiency. The following table highlights TNT’s progress in attaining 
these targets. Where possible, subcontractors are involved in initiatives to reduce TNT’s overall CO2 
footprint. 
 
 
 
Progress has been made in attaining these medium-term targets, and at the end of 2015, TNT had 
achieved the target set for own vehicles in the European Union to possess at least the Euro 4 standard, 
mainly driven by the large fleet renewal initiative in the United Kingdom. The reported percentage of own 
drivers trained in safe and eco-driving is only based on the number of drivers that were trained in 2015. 
Drivers are trained regularly, however not as a standard on an annual basis. 
 
In 2014, TNT initiated a project in operational excellence to increase efficiency and productivity in its 
operations, and to develop a new CO2e efficiency KPI to: 
 gain additional insight for operational management into strategic purposes and day-to-day 
operations; 
 comply with new industry standards on reporting TNT’s footprint; 
 embed environmental considerations in all operational and network optimisation initiatives; and 
Global initiatives
Year ended at 31 December
2015
2014
Ow n drivers trained in safe and eco-driving (% of total ow n drivers)
25%
26%
100%
Ow n vehicles in the European Union ≥ Euro 4 standard (% of total vehicles)
95%
85%
90%
Ow n vehicles applied w ith telematics (% of total vehicles)
13%
12%
50%
Ow n linehaul vehicles/trailers equipped w ith aerodynamics (% of total vehicles/trailers)
57%
59%
100%
BAe 146 aircraft replaced
44%
19%
100%
medium-term 
targets

Corporate responsibility performance 
Chapter 3 
 
 
 
 
 
 
25 
 
 
 serve all customers, investors and management information needs, through a unified disclosure 
system. 
 
The new KPI tracks the number of grammes of CO2e that are emitted to transport one metric tonne 
(1,000 kg) of cargo over a distance of one kilometre (g CO2e/tonnes.km), to incorporate load factors. 
This KPI reflects the adoption of EN 16258 by disclosing the energy and greenhouse gas (GHG) 
emissions using the EN 16258 default emissions factors. Overall in 2015, TNT’s environmental transport 
performance, as measured in CO2e efficiency was 490 g CO2e/tonnes.km. 
 
In addition, TNT launched programmes to educate operational management on the process of 
effectively managing and reducing environmental emissions.  
 
The 2015 annual report shows a combination of KPIs measured in previous years and discloses TNT’s 
annual CO2e footprint and CO2e efficiency. The CO2e efficiency indicator is not comparable with the 
CO2e efficiency figures of air transport. 
 
 
 
In 2015, the total CO2e emissions of TNT’s own and subcontractor operations (Scope 1, 2 and 3 of the 
GHG Protocol) increased by 5.9% to 3,074 ktonnes. The CO2e emissions of TNT’s own operations 
(Scope 1 and 2) increased in absolute terms by 9.3% to 1,437 ktonnes, as a result of higher air and road 
linehaul operation activity levels to support increased competitiveness in the European market. CO2e 
emissions of subcontractor operations (Scope 3) increased by 3.2% to 1,637 ktonnes. In 2015, 53% of 
total CO2e emissions were related to subcontractor operations.   
 
The CO2e efficiency of TNT’s air operations in Europe, measured in g CO2e/tonnes.km, improved by 
5.2% in 2015, due to the transition to more fuel-efficient aircraft and improved load factors. The long 
haul air operations efficiency deteriorated, mainly due to lower volumes shipped through this network. 
The CO2e efficiency of linehaul vehicles, measured in g CO2e/km, improved, due to the transition to 
newer fuel-efficient vehicles and increased focus on driver behaviour. The CO2e efficiency of TNT’s 
buildings deteriorated despite the relatively warm winter in Europe in the beginning of 2015. 
 
KEY INITIATIVES 
 
Operations 
Road 
In all major operating units, electric and low-carbon emitting vehicles and electric-assisted tricycles 
continue to be tested and deployed, particularly for city deliveries (Amsterdam, Rotterdam, Milan and 
Turin). Fuel-efficient innovations such as telematics, double-deck trailers, alternative fuel vehicles, multi-
modal shipments and aerodynamic vehicle equipment have been further deployed. To ensure maximum 
impact and scalability, best practices are shared, and, where possible, replicated on a larger scale, 
including subcontractors. 
 
TNT is constantly optimising the configuration of its network, which has an impact on its CO2e efficiency. 
A number of projects have been rolled out, including: 
 the Road Operations Supply Chain Optimisation (ROSCO) project, which aims to re-design the 
network, as well as implement different loading techniques, such as loose loading, in order to 
optimise full capacity utilisation of its trucks; and 
 the Infrastructure project, which aims to identify the optimal local configuration of depots leading to 
the lowest overall costs and minimal CO2e impact of the total supply chain, in accordance with the 
Environmental performance KPIs
Year ended at 31 December
2015
variance %
2014
ISO 14001 certification (% of total FTE)
82%
(0.3)
82%
CO2e emissions of ow n operations (Scope 1 and 2) (ktonnes)
♦
1,437
9.3
1,315
CO2e emissions of subcontractor operations (Scope 3) (ktonnes)
1,637
3.2
1,587
CO2e efficiency netw ork flights (European Air Netw ork + domestic) (g CO2e/tonnes.km)
♦
1,733
(5.2)
1,828
CO2e efficiency long haul air (g CO2e/tonnes.km)
♦
550
7.4
512
CO2e efficiency PUD vehicles (g CO2e/km)
♦
564
2.7
549
CO2e efficiency linehaul vehicles (g CO2e/km)
♦
917
(2.8)
943
CO2e efficiency buildings (kg CO2e/m2)
♦
23.0
0.7
22.8
Figures with a (♦) fall within the reasonable assurance scope

Corporate responsibility performance 
Chapter 3 
 
 
 
 
 
 
26 
 
 
BREEAM standard. In 2015, updated depot configurations were rolled out in Brisbane, Melbourne, 
Sydney, Eindhoven, Madrid, Swindon and Warsaw. 
 
 
Air 
TNT aims to constantly improve the fuel efficiency of its air operations by applying best practices in 
network and flight planning, take-off, in-flight procedures and ground processes.  
 
In 2015, TNT increased its capacity utilisation on its European Air Network, resulting in a significant 
reduction in g CO2e/tonnes.km, through better planning, load quality and daily monitoring of load factors. 
 
A key initiative focused on positioning stand-by aircraft in key European locations, rather than the central 
air hub in Liège, to alter efficiency performance. Whilst stand-by aircraft provide capacity to improve 
service recovery in case of network issues, they usually fly at lower cargo load factor. By locating them 
in the field, however, the distance flown at lower cargo loads has been reduced. Another initiative 
focused on increasing the second-sector load factor by selling available capacity of European Air 
Network aircraft. 
 
In 2016, TNT will continue to replace short haul aircraft by younger, more fuel-efficient aircraft types.  
 
Air subcontractors and commercial linehaul contributed substantially to TNT’s 2015 CO2e footprint. To 
improve competitiveness and increase regional growth in Asia, additional commercial connections were 
introduced in 2015, which led to an expected reduction in efficiency. At the same time, as a result of 
several European capability improvements, an improvement occurred in the load factor for air 
subcontractors. 
 
Supply chain and innovation platforms 
At the industry level, TNT participates in some of the European Union’s Horizon 2020 programmes 
(FREVUE, CITYLAB), which aim to generate ‘zero-emission’ solutions for deliveries to city centres. In 
the FREVUE programme, TNT deployed 10 electric PUD vehicles in the cities of Amsterdam, Madrid 
and Rotterdam, in order to test their technical, operational and financial viability. 
 
TNT is also co-founder of the Green Freight Europe (GFE) sector initiative which aims, amongst others, 
to reduce carbon emissions of the transportation sector by supporting its members through a standard 
methodology for monitoring and reporting on carbon emissions.  
 
Customers 
TNT’s CO2 Services enable customers to pro-actively address the environmental impact of their 
business. TNT’s portfolio of CO2 Services includes:  
 CO2 Report: tracks and analyses CO2 footprint 
 CO2 Neutral: mitigates the CO2 impact of consignments 
 CO2 Quote: predicts future CO2 emissions 
 CO2 Scenario: models and optimises CO2 emissions in the transport supply chain 
 
In 2015, TNT rolled out its CO2 Services in key European countries and as part of its extended offering, 
launched CO2 Neutral domestic express delivery in Germany and in the Benelux at no additional charge. 
 
People 
Driver behaviour has a major impact on fuel efficiency, road safety and customer experience. In 2015, 
25% of TNT’s drivers were trained in safe and eco-driving, including both classroom and on-road 
coaching. Eco-driving is included as a standard requirement in driving courses in various locations and 
is also required for subcontractors. In 2015, the 9th ‘Drive Me Challenge’ edition was held at Balocco 
Proving Ground in Turin, Italy. TNT’s drivers and subcontractors from operating units worldwide 
competed in three different categories including PUD, forklift truck and linehaul vehicles. The winners 
obtained the best combined score in fuel efficiency, safety and customer experience.  
 
In addition, in June, two TNT drivers were named as the winner and runner-up in the finals of the 2015 
Scania Driver Competition, held in Bangkok.

Corporate responsibility performance 
Chapter 3 
 
 
 
 
 
 
27 
 
 
OUTLOOK AND COMMITMENTS 
 
In 2016, TNT will continue to embed carbon management into its business. TNT will manage effectively 
its CO2e efficiency performance through one main KPI – g CO2e/tonnes.km. 
TNT targets a year-on-year improvement and puts all its efforts to improve efficiency in its operations 
through company-wide optimisation programmes. 
 
For 2016, TNT sets an ambitious target of 5% improvement in g CO2e/tonnes.km compared to the 2015 
efficiency level (490 g CO2e/tonnes.km). This ambition is based on planned fleet replacement, load 
factor improvements, and overall performance management. Every operating unit will be challenged 
during the business performance review cycles.  
 
CO2e efficiency is managed with a global scope for own and subcontracted operations, incorporating all 
products. Customer and operational reporting are aligned and validated by SGS (a leading inspection, 
verification, testing and certification company), providing a reasonable level of assurance against the 
requirements of the norm. 
 
In 2016, the model will be enhanced to account for additional initiatives which will have a positive impact 
on efficiency such as vehicle type, driver behaviour and reducing emissions related to buildings. In 
addition to this, carbon disclosure and management requirements will be included in the development of 
a new Transport Management System as part of Outlook. 
 
TNT will continue to roll-out its extended CO2 Services to customers and work towards positive 
behavioural changes of its people to decrease the environmental footprint. 
 
IV. SOCIAL AND ENGAGEMENT 
 
THE PEOPLE NETWORK 
 
TNT has hard-working people in every corner of the world, who take pride in what they do; helping 
customers and each other succeed. This resilient, reliable network is the heart of the company, and is 
valued by customers. TNT employees rely on and support each other, to continuously strengthen each 
touch point in the TNT global network, and to realise the Perfect Transaction for its customers. During 
2015, TNT - The People Network became an even stronger part of TNT’s identity.  
 
Within The People Network framework, TNT aims to continue to nurture the Orange spirit and cultivate a 
strong sense of engagement with employees and customers. TNT continues to sustain a network where 
communities of practice are stimulated, knowledge is shared abundantly and people enjoy growth whilst 
fulfilling their personal need to be in community with other TNT employees across the globe.  
 
HUMAN RESOURCES 
 
TNT uses the Investors in People (IiP) standard to provide a consistent and structured approach to 
people management. In 2015, IiP rolled out a new standard. The IiP standard focuses on three 
performance headings: leading, supporting and improving. The standard requires, amongst others, that 
TNT identifies and communicates clear business objectives to all employees, and provides performance 
feedback, development plans and adequate training. Partly as a result of the updates and changes in 
the IiP standard, TNT did not re-certify every operating unit automatically, resulting in 53% of employees 
currently working at IiP-certified operating units (2014: 81%).  
 
Learning and development activities are undertaken at all levels within the organisation. All global 
learning and development activities are centrally managed to ensure alignment with the company's 
values and strategic Outlook priorities. Implementation, coordination and deployment takes place at 
local level to ensure local cultures and languages are taken into account and to minimise cost of travel. 
 
TNT places particular focus on identifying, recognising and developing employees with the potential to 
become future leaders. Employees are encouraged to join local talent pools to develop their leadership 
capabilities. Annual performance calibration, and succession and talent reviews are conducted to 
discuss and assess employee performance results, and to guarantee succession planning for critical 
positions.

Corporate responsibility performance 
Chapter 3 
 
 
 
 
 
 
28 
 
 
CUSTOMERS 
 
TNT has an increased focus on service improvement as part of the Outlook strategy and customers 
benefit from that. TNT measures customer satisfaction and obtains a deeper insight into the needs of 
customers through the Orange Experience Score survey. In 2015, the Orange Experience Score 
increased to 47 in 2015 (2014: 40). Refer to chapter 5 for more information. 
 
HUMAN RIGHTS 
 
The TNT Business Principles provide clarity and detail on specific TNT human rights aspects related to 
labour and employment. The TNT Business Principles, which were renewed in 2014, are aligned with 
the UN Guiding Principles for Business and Human Rights.  
 
TNT is committed to sound business conduct and therefore manages its business according to the TNT 
Business Principles, which require an ethical and transparent way of doing business. TNT encourages 
all employees and third parties to promptly report any breach, suspected breach or irregularity in any 
law, regulation, the TNT Business Principles or any other TNT policy in good faith. Reported breaches 
will be acted upon promptly and with strict confidentiality, and TNT will not retaliate, or undertake action 
against employees and third parties for filing a report or assisting another person in doing so in good 
faith. In 2015, 26 human rights-related whistleblower cases were received (2014: 47), and by the end of 
2015 a total of 10 cases were still pending. 
 
SOCIAL RESPONSIBILITY 
 
TNT provides expertise and capacity to a number of charitable initiatives, often at local level with a close 
link to the company’s expertise, culture, employees and customers. TNT uses its supply chain 
knowledge and management skills to support non-profit organisations in their logistical operations. For 
example, after the earthquake in Nepal in April, TNT deployed resources to help, which included co-
operation with local aid organisations to provide victims with food, water, medicines and relief supplies.  
 
These activities serve to engage and develop employees, while delivering safe and efficient supply 
chain solutions for people in need.

Governance 
Chapter 4 
 
 
29 
CHAPTER 4 GOVERNANCE 
 
I. MESSAGE FROM THE CHAIRMAN 
30 
II. REPORT OF THE SUPERVISORY BOARD 
31 
III. CORPORATE GOVERNANCE 
37 
IV. REMUNERATION REPORT 
  49 
V. RISK MANAGEMENT 
   55

Governance 
Chapter 4 
 
 
30 
I. MESSAGE FROM THE CHAIRMAN 
 
Dear Stakeholders, 
 
2015 has been a very significant year for the Supervisory Board, with two main items determining the 
agenda: the implementation of Outlook and the FedEx Offer.  
 
The Supervisory Board is pleased to report that good progress has been made with Outlook. The 
Orange Experience Score, our measure for customer satisfaction, increased significantly in 2015. We 
continued working on a more efficient organisation with the transformation on the outsourcing of our IT 
services and certain business processes. We opened several new hubs in Australia, Spain and the 
United Kingdom, emphasising the growth and strengthening of our network and capabilities. We have 
accomplished all of this, despite difficult market circumstances and the changes that are happening 
within the organisation.  
 
On 7 April 2015, we announced the intended acquisition by FedEx, which we are very excited about. We 
believe that a combination of the two companies can give our customers great productivity and service 
gains and create exciting opportunities for our employees. The combined strength of the individual 
companies will be beneficial for all stakeholders. At this very moment, the acquisition process is going 
according to plan, and we received the unconditional clearance decision from the European 
Commission, which was a major milestone. We are confident that the transaction will be completed in 
the first half of 2016. 
 
With all these developments, the Supervisory Board is extremely proud in the way management and 
employees have handled these processes, showing once more the commitment to ensure an 
organisation poised for growth. 
 
Therefore, on behalf of the Supervisory Board, I would like to thank management and employees for 
their hard work in 2015. Their contribution is a testimony to the challenging circumstances and it is those 
efforts that make TNT once more The People Network.  
 
Kind regards,   
 
 
Antony Burgmans 
Chairman of the Supervisory Board of TNT Express N.V.

Governance 
Chapter 4 
 
 
31 
II. REPORT OF THE SUPERVISORY BOARD 
 
INTRODUCTION 
 
In 2015, the Supervisory Board advised the Executive Board on strategic and operational processes, 
governance, corporate responsibility and developments. This report provides an overview of the events 
and challenges the Supervisory Board dealt with throughout the year. 
 
SUPERVISION BY THE SUPERVISORY BOARD 
 
Achievement of company goals  
In 2015, TNT continued to operate under challenging trading conditions, which resulted in significant 
provisions and one-off charges. These challenges testified to the scale of transformation required, which 
the Supervisory Board acknowledged would not occur overnight. The Supervisory Board played a 
significant role in the supervision of the implementation of Outlook and remains confident that Outlook 
will continue to be relevant, subsequent to the intended acquisition by FedEx.  
 
Strategy and risks 
During the year, the Supervisory Board together with the Executive Board discussed initiatives to 
reinforce the company’s performance, synthesising the strategic features and processes. TNT’s 
strategic agenda continued to evolve around the strength of the European Road Network, the large base 
of SMEs and its dedication to customer service.  
 
Risk management  
In 2015, the Supervisory Board was informed regularly, promptly and comprehensively on risks and risk 
management. The outcome of TNT’s risk management process, the risks identified and the mitigation 
plans were discussed in detail with the Audit Committee, and between the Supervisory Board and the 
Executive Board. The Supervisory Board strongly supports the allocation of risk ownership at 
Management Board level, to facilitate the monitoring process and execution of action plans throughout 
the company. Refer to section V for more information on the risk management process and the 
strategic, operational, financial and compliance risks facing TNT.  
 
Financial reporting  
In 2015, members of the Supervisory Board received comprehensive financial reporting updates on a 
regular basis. This included the 2014 annual report with the consolidated financial statements, drawn up 
in accordance with IFRS; the proposal for an interim (pro forma) dividend from the distributable part of 
the shareholders’ equity; the quarterly consolidated financial statements; the report on TNT’s half-yearly 
statements reviewed by the external auditor, PricewaterhouseCoopers Accountants N.V. (PwC); PwC’s 
hard close report; and PwC’s year-end audit findings. The Audit Committee and Supervisory Board dealt 
extensively with these reports. PwC attended all meetings of the Audit Committee.  
 
Compliance 
The Supervisory Board believes in a strong compliance framework. It advocates a corporate culture that 
values integrity and commitment to external and internal rules and regulations as well as fair treatment 
of business partners, employees and other stakeholders. In 2015, the Supervisory Board was informed 
on compliance-related topics and ascertained the legality and proper conduct of management activities.  
 
Investor relations 
The Supervisory Board was updated on investor relations activities and investor sentiment at least every 
quarter. Following the publication of the (quarterly) results, the Supervisory Board was informed in 
writing on trading updates, share price developments, market reactions and enquiries by investors and 
analysts. Refer to chapter 6 for more information on TNT’s investor relations activities. 
 
Corporate responsibility  
The Supervisory Board acknowledged the continued integration of corporate responsibility into TNT’s 
overall business strategy and operations. The Supervisory Board considers corporate responsibility to 
be an essential condition for long-term success. In 2015, the Supervisory Board paid particular attention 
to safety. A global director of health and safety was retained to roll-out a new health and safety 
programme, which would reinforce and further strengthen the health and safety culture in the company.  
The Supervisory Board is confident that this will have a positive effect on TNT’s health and safety 
performance in 2016.

Governance 
Chapter 4 
 
 
32 
In 2015, TNT had no fatal injuries in its operations. Five non-recordable OSHA fatalities occurred: Five 
TNT employees/subcontractors passed away due to heart attacks and one as a result of suicide. On the 
public road three TNT employees and 22 subcontractors were involved in incidents in which 31 people 
died (27 third parties and four subcontractor drivers). 
 
Together with management the Supervisory Board encourages the reduction in the number of incidents 
and accidents, and strives to gain more insight in the root cause of the accidents, to be able to take 
specific mitigating actions. Refer to chapter 3 for more information. 
 
MEETINGS OF THE SUPERVISORY BOARD 
 
In 2015, the Supervisory Board held six regular meetings and 10 ad hoc meetings. The Executive Board 
attended most of the meetings as did several members of the Management Board and Functional 
Directors. The General Counsel acted as new Corporate Secretary during the meetings of the 
Supervisory Board as of April 2015. Agenda items included: business performance and market 
developments; strategic, governance and regulatory updates; the intended acquisition by FedEx; and 
corporate responsibility items. The ad hoc meetings took place in January, February, March, April and 
June, to discuss, inter alia, the FedEx Offer and the outsourcing decision of certain business processes.   
 
All members of the Supervisory Board attended nearly all Supervisory Board meetings (refer to page 35 
for an attendance overview). Between meetings, the chairman of the Supervisory Board held frequent 
discussions with the CEO, both in person and by phone. The Executive Board kept the entire 
Supervisory Board informed of important developments on a regular basis. 
 
In February, the main topics of discussion were the 2014 annual results, including the fourth-quarter and 
full-year results, the year-end report by PwC, the risk environment report and a quarterly update on 
health and safety. The Supervisory Board approved the 2014 annual report, the final 2014 dividend 
proposal, the agenda for the Annual General Meeting of Shareholders on 8 April 2015, and a proposal 
for capital expenditure related to aircraft replacement. 
 
In April, the Supervisory Board held two regular meetings: the first to prepare for the Annual General 
Meeting of Shareholders; and the second to discuss the first-quarter financial update and the draft press 
release for the first-quarter.   
 
In July, the Supervisory Board discussed the half-year and second-quarter results as well as the outlook 
for the remainder of 2015. It also reviewed the progress of Outlook and security related topics. The 
Supervisory Board approved capital expenditure proposals for Barcelona and Warsaw and the agenda 
for the Extraordinary General Meeting of Shareholders on 5 October 2015, where the FedEx Offer was 
discussed. Also, bearing in mind the FedEx Offer, the Supervisory Board agreed on the proposal to 
refrain from distributing a 2015 interim (pro forma) dividend.  
 
In October, the third-quarter results as well as updates on the main parts of the business and service 
improvement were discussed.  
 
In December, the Supervisory Board discussed and approved the budget for 2016. Other topics 
discussed included: general business updates, the progress of Outlook, and an update on health and 
safety. 
 
Transactions of particular significance or requiring Supervisory Board approval were discussed with the 
Executive Board in Supervisory Board committee meetings prior to decisions being taken. In between 
regular meetings, members of the Supervisory Board were informed on an ad hoc basis of urgent plans 
and projects arising. 
 
COMMITTEES OF THE SUPERVISORY BOARD  
 
The Supervisory Board has three committees: the Audit Committee, the Remuneration Committee, and 
the Chairman’s & Nominations Committee. These committees help prepare the Supervisory Board for its 
decision-making responsibility and provide advisory input. During 2015, each committee reported its 
ﬁndings and conclusions to the entire Supervisory Board on a regular basis, both verbally and in writing.  
 
Audit Committee 
The Audit Committee comprises three members and is chaired by Mr Levy. In 2015, the Audit 
Committee met five times, with all committee members present. All meetings were attended by the CFO, 
the director of internal audit, risk and control services, the director of financial reporting, consolidation & 
accounting, the General Counsel and PwC.

Governance 
Chapter 4 
 
 
33 
 
The Audit Committee dedicated significant attention to the periodic financial reports, PwC’s reports, 
TNT’s control framework and internal audit reports. The committee reviewed press releases, 
developments on pensions and internal control over financial reporting on a regular basis.  
 
In February, the Audit Committee discussed the 2014 annual results, the year-end report by PwC, the 
risk management process and the 2014 final dividend. Furthermore, it discussed the internal audit and 
internal control reports, business ethics and investigations report, and the letter of representation. The 
Audit Committee requested for an action plan to improve internal audits and financial control, executed 
in close consultation with PwC. Other topics discussed were the full-year claims and litigation report, 
updates on tax developments, export controls, the Procurement Excellence Programme - a programme 
established to improve the value creation of the procurement function, the restructuring in France, and 
IT transformation.  
 
In April, the Audit Committee discussed the first-quarter results. Further updates were on internal audit, 
internal control, business ethics and investigations, denied parties, pensions and IT transformation. 
Discussions also included lessons learned on the restructuring in France and the action plan to improve 
internal audits and financial control. PwC presented their 2015 audit plan. 
 
In July, the half-year and second-quarter results were discussed as well as updates on business ethics 
and investigations, export control, internal control, internal audit and risk management. PwC presented a 
half-year report on their interim review. Furthermore, updates on claims and litigation, pensions, IT 
transformation, and the data privacy programme were presented.  
 
In October, the third-quarter results and the quarterly internal audit and internal control reports were 
reviewed, as well as the audit actions drafted for the second half of 2015, which was presented by PwC. 
Further updates were on pensions, IT transformation, and an update on Global Business Services.  
 
In December, the Audit Committee discussed the budget for 2016, the 2016 internal audit plan, the 2016 
internal controls over financial reporting and risk plan, and the findings from PwC’s hard close report. In 
addition, updates on risk management, internal control, pensions, IT transformation, Global Business 
Services, and the 2015 annual report process were discussed. 
 
The chairman of the Audit Committee met with PwC in a private session prior to every Audit Committee 
meeting. In February 2015 and 2016, the other Audit Committee members convened with PwC in the 
annual private session. 
 
Remuneration Committee 
Chaired by Ms Harris, the Remuneration Committee has four members. The committee held four 
meetings throughout the year. External advisors as well as internal advisors from the Human Resources 
department advised the committee on several topics.  
The committee reviewed the remuneration policy and its implementation throughout the year. In 
addition, given the FedEx Offer, the committee reviewed and addressed a number of issues arising from 
the proposed change of control. Specifically, the committee prepared a proposal for a conditional 
amendment to the Executive Board remuneration policy in connection with the FedEx Offer, which was 
adopted during the Extraordinary Meeting of Shareholders on 5 October 2015. Refer to section IV for 
the 2015 remuneration report and the remuneration policy.  
 
Chairman’s & Nominations Committee 
The Chairman’s & Nominations Committee comprises all the members of the Supervisory Board, and is 
chaired by Mr Burgmans. The committee held meetings in February, April, July, October and December. 
Agenda items at each meeting included the composition and performance of the Supervisory Board, the 
Executive Board and the Management Board. Other issues discussed included the corporate 
governance developments and the selection of company visits.  
 
INTERNAL ORGANISATION  
 
Evaluation 
The Supervisory Board intends to use an external facilitator for the evaluation process at least once 
every three years. As the Supervisory Board conducted a self-assessment with the support of an 
external consultant in 2014, this was not repeated in 2015. Instead an internal self-assessment was 
conducted. The outcome of the self-assessment was that the Supervisory Board and its sub-committees

Governance 
Chapter 4 
 
 
34 
were positive about its effectiveness in 2015. A considerable amount of time was invested by the 
members of the Supervisory Board in light of the FedEx Offer.  
 
Composition 
In 2015, the Supervisory Board consisted of six members. Refer to page 37 for the names and 
biographies of the members of the Supervisory Board. A detailed overview of their competencies and 
diversity is provided below. During the Annual General Meeting of Shareholders on 8 April 2015, Mr 
Burgmans and Ms Harris were re-appointed as members of the Supervisory Board for four years.  
 
Conflict of interest 
No transaction involving a conflict of interest between TNT and a member of the Supervisory Board or 
the Executive Board was reported in 2015.  
 
Induction and training 
In February, the members of the Supervisory Board visited TNT’s operations in the United Kingdom, 
where they were briefed by senior local management on the operational processes, plans and projects.  
 
External advice  
In 2015, the Supervisory Board obtained independent professional advice to assess the fairness of the 
FedEx Offer. Opinions were obtained confirming that the FedEx Offer of €8.00 per share was fair from a 
financial point of view.  
 
Competencies and Diversity 
During 2015, each member of the Supervisory Board was capable of assessing the broad outline of the 
tasks and responsibilities of the Supervisory Board. In their designated roles, each member had specific 
expertise to fulfil the duties assigned to him/her. Collectively, the Supervisory Board covered all required 
expertise, skills and competencies to fulfil its duties. The competencies and diversity overview below 
provides more detailed information.  
 
Supervisory Board competencies and diversity overview 
General competencies
Mr Burgmans
3
3
2
Ms Harris
1
3
2
Mr King
3
3
3
Mr Levy
3
3
2
Ms Scheltema
3
3
1
Mr Vollebregt
3
2
3
1 - Working knowledge  2 - Solid experience and knowledge  3 - Professional/expert level
Executive skills/
experience
International 
experience
Knowledge/
experience in logistics
 
 
Functional competencies
Marketing
& Sales
IT
Operational 
Business 
Processes
Finance
Legal 
& Tax
Corporate 
Goverance
Social/ 
CR
M&A/
Investor 
Relations
Mr Burgmans
3
1
2
2
2
3
3
2
Ms Harris
3
1
3
2
1
2
3
3
Mr King
2
2
2
3
1
3
1
3
Mr Levy
3
2
3
3
2
3
2
3
Ms Scheltema
2
2
2
3
3
3
3
1
Mr Vollebregt
              3 
1
3
2
1
2
1
3
1 - Working knowledge  2 - Solid experience and knowledge  3 - Professional/expert level
 
 
Diversity
Mr Burgmans
69
Male
Dutch
Ms Harris
49
Female
British
Mr King
75
Male
American
Mr Levy
68
Male
French
Ms Scheltema
61
Female
Dutch
Mr Vollebregt
61
Male
Dutch
Age
Gender
Nationality

Governance 
Chapter 4 
 
 
35 
Supervisory Board attendance overview 
 
Overview
Supervisory 
Board meetings
Audit 
Committee
meetings
Remuneration 
Committee
meetings
Chairman's and 
Nominations 
Committee
meetings
Additional ad 
hoc Supervisory 
Board meetings
EGM¹
AGM²
Mr Burgmans
6/6
-
4/4
5/5
9/10
1/1
1/1
Ms Harris
6/6
5/5
4/4
5/5
10/10
1/1
1/1
Mr King
6/6
-
4/4
5/5
6/10
0/1
1/1
Mr Levy
5/6
5/5
4/4
4/5
9/10
0/1
1/1
Ms Scheltema
6/6
5/5
-
5/5
9/10
1/1
1/1
Mr Vollebregt
6/6
-
-
5/5
9/10
1/1
1/1
Total % Attendance
93%
100%
100%
97%
89%
67%
100%
1EGM : Extraordinary General M eeting of Shareholders.
2AGM : Annual General meeting of shareholders.
 
 
Throughout 2015, each member of the Supervisory Board was able to secure sufficient time for the 
proper performance of his/her duties. This was confirmed by the very high attendance rate, as shown in 
the table above. 
 
All members were independent in accordance with principle III.2 of the Dutch Corporate Governance 
Code. With four male (67%) and two female (33%) members, the composition of the Supervisory Board 
complied with the gender diversity rules of the Dutch Management and Supervision Act (‘Wet Bestuur 
en Toezicht’).  
 
The members represented four different nationalities. Their average age at the end of 2015 was 64, with 
ages ranging from 49 to 75. Most of the members possess a university degree or equivalent. Functional 
expertise covers finance and general management, and business experience ranges geographically 
from Europe and North America to Asia. 
 
In 2015, TNT complied with the requirement of the Dutch Corporate Governance Code stipulating that a 
Supervisory Board member may not hold more than ﬁve memberships in supervisory boards of Dutch 
listed companies (including TNT), a chairmanship counting twice.

Governance 
Chapter 4 
 
 
36 
FINANCIAL STATEMENTS AND PROFIT APPROPRIATION 
 
The 2015 (consolidated) financial statements as included in the annual report has been audited by 
PricewaterhouseCoopers Accountants N.V. (PwC) and presented to the Supervisory Board in the 
presence of the Executive Board and the external auditor. Refer to pages 126 to 134 of chapter 5 for 
PwC’s report. 
 
Members of the Supervisory Board have signed the financial statements pursuant to their statutory 
obligation under article 2:101(2) of the Dutch Civil Code (‘Burgerlijk Wetboek’). Members of the 
Executive Board have signed the financial statements pursuant to their statutory obligation under article 
2:101(2) of the Dutch Civil Code and article 5:25c (2)(c) of the Dutch Financial Markets Supervision Act 
(‘Wet op het financieel toezicht’). Refer to page 8 of chapter 1. 
 
The Supervisory Board recommended that the Annual General Meeting of Shareholders, to be held on 
6 April 2016, adopts the 2015 consolidated financial statements of TNT. The Annual General Meeting 
of Shareholders will be asked to release the members of the Executive Board and of the Supervisory 
Board from liability in the exercise of their duties. Refer to page 136 of chapter 5 for the appropriation 
of results as approved by the Supervisory Board. 
 
In consideration of FedEx’s all-cash public offer to acquire all the issued and outstanding shares of TNT, 
the Executive Board of TNT decided with the approval of the Supervisory Board, not to pay a 
dividend over 2015. If TNT were to pay a dividend, the dividend amount would be subtracted from the 
offer price upon the purchase by FedEx of the shares from TNT’s shareholders.  
 
COMPLIANCE WITH BY-LAWS 
 
In 2015, no decision was taken by the Supervisory Board that did not comply with its by-laws. 
 
A WORD OF THANKS 
 
The Supervisory Board wishes to thank the Executive Board and all employees of TNT for their 
contributions in 2015. The combination of protecting the base business of the company in challenging 
market circumstances, the execution of Outlook and preparations for the situation post-closing of the 
intended FedEx acquisition of TNT, has proven to be an intense combination of activities to address, for 
which the Supervisory Board is grateful and appreciative. 
 
Supervisory Board  
Antony Burgmans (Chairman) 
Mary Harris 
Roger King 
Shemaya Levy 
Margot Scheltema 
Sjoerd Vollebregt 
 
Hoofddorp, 16 February 2016

Governance 
Chapter 4 
 
 
37 
III. CORPORATE GOVERNANCE 
 
The Supervisory Board of TNT currently consists of six members. 
 
 
 
S. (Shemaya) Levy 
(1947, French) Vice-Chairman 
Initial appointment 2011 
Current term of office 2013-2017 
  
Member of the supervisory boards of AEGON N.V. and the PKC Group (Finland); former member 
and vice-chairman of the supervisory board of TNT N.V.; former member of the supervisory boards of 
Nissan and Renault Finance, Renault Spain and Safran; and former CEO of Renault Industrial 
Vehicles Division and executive vice-president and CFO of Renault Group. 
–  Chairman of the Audit Committee  
–  Member of the Remuneration Committee and Chairman’s & Nominations Committee 
Sj. S. (Sjoerd) Vollebregt 
(1954, Dutch) 
Initial appointment 2013 
Current term of office 2013-2017 
  
Member of the supervisory board of Heijmans N.V.; chairman of the advisory board of Airbus 
Defence and Space Netherlands B.V.; former chairman and CEO of Fokker Technologies B.V. 
Previously he held positions as chairman of the board of management and CEO of Stork B.V.; 
executive board member and deputy chief executive Freight Forwarding & Technology Division 
Americas-Europe of Exel plc. (London); and as regional chief executive Central & Eastern Europe 
and member of the logistics board of Ocean plc. (London). 
–  Member of the Chairman’s & Nominations Committee  
M. (Margot) Scheltema 
(1954, Dutch)  
Initial appointment 2011 
Current term of office 2013-2017 
  
Non-executive director of Lonza plc. (Switzerland); member of the supervisory boards of De 
Nederlandsche Bank N.V., Schiphol Group and Warmtebedrijf Rotterdam N.V.; chairman of the 
Monitoring Committee of the Code of Pension Funds; member of the board of World Press Photo; 
treasurer of Onze Taal Association; and council at the Enterprise Chamber of the Court of Appeal. 
–  Member of the Audit Committee and Chairman’s & Nominations Committee  
R. (Roger) King 
(1940, American) 
Initial appointment 2011 
Current term of office 2014-2018 
  
Non-executive director of Orient Overseas International Ltd.; former member of the Supervisory 
Board of TNT N.V.; former president and CEO of Sa Sa International Holdings Ltd.; former chairman 
and CEO of ODS System-Pro Holdings Ltd.; former MD and COO of Orient Overseas International 
Ltd.; former non-executive director of Arrow Electronics, Inc.; Honorary Consul for the Republic of 
Latvia for HKSAR; and Adjunct Professor of Finance at Hong Kong University of Science and 
Technology.  
–  Member of the Remuneration Committee and Chairman’s & Nominations Committee 
M. E. (Mary) Harris 
(1966, British) 
Initial appointment 2011 
Current term of office 2015-2019 
  
Non-executive director at Reckitt Benckiser Group plc, J. Sainsbury plc. and ITV plc.; member of the 
supervisory board of Unibail-Rodamco; and former member of the supervisory board of TNT N.V. 
–  Chairman of the Remuneration Committee  
–  Member of the Audit Committee and Chairman’s & Nominations Committee  
A. (Antony) Burgmans 
(1947, Dutch) Chairman 
Initial appointment 2011 
Current term of office 2015-2019 
  
Non-executive board member of BP plc. (UK); chairman of the supervisory board of AkzoNobel N.V.; 
member of the supervisory board of Jumbo Supermarkten B.V.; and former chairman and CEO of 
Unilever N.V. and plc.  
–  Chairman of the Chairman’s & Nominations Committee  
–  Member of the Remuneration Committee

Governance 
Chapter 4 
 
 
38 
INTRODUCTION 
 
TNT aspires to high standards of corporate governance. Over the last years, it has sought to 
continuously enhance and improve its corporate governance standards and framework, emphasising 
transparency, in accordance with applicable laws and regulations. 
 
This section contains an overview of the corporate governance of TNT, including the information and 
statements that must be provided according to the Dutch governmental decree of 20 March 2009 (Stb. 
2009, 154). The overview provides a selection of the relevant rules and regulations. Refer to the 
corporate website of TNT (www.tnt.com/corporate) to view the full text of the internal regulations of TNT, 
including the Articles of Association. 
 
Corporate governance changes, compared to 2014, did not occur. 
 
Supervisory Board
Supervisory Board
Committees
Shareholders
Executive Board
External auditors
International
Europe
International
AMEA
Customer
Experience
Domestics
–
Articles of Association
–
Business Principles
–
By-laws Supervisory Board
–
By-laws Executive Board
–
COSO – ERM3
–
Key controls/CWC4
–
Company policies
–
Corporate responsibility standards
External regulations, including:
–
Dutch Corporate Governance Code
–
Dutch Civil Code
–
Dutch Financial Markets Supervision Act
–
NYSE Euronext listing rules
Internal regulations, policies and processes, including:
Management Board
Networks and
Operations
Human
Resources
Legal
Reportable segments
Key functions
 
 
General45 
TNT Express N.V. is a public limited liability company incorporated in the Netherlands, with its registered 
seat in Amsterdam, and governed by Dutch law. TNT is organised in a two-tier system, comprising an 
Executive Board and a Supervisory Board. The Executive Board has ultimate responsibility for 
establishing the mission, vision and strategy for TNT and is charged with overall management and 
performance. The Supervisory Board supervises and advises the Executive Board. Certain important 
resolutions made by the Executive Board are subject to approval by the Supervisory Board. The two 
boards are independent of each other and are accountable to the Annual General Meeting of 
Shareholders. 
 
As illustrated in the diagram above, the Executive Board is supported by a Management Board. Refer to 
page 44 for a description of the composition of the Management Board.  
 
TNT’s corporate governance structure and processes are based on external regulations (including the 
Dutch Corporate Governance Code, Dutch Civil Code, Dutch Financial Markets Supervision Act, and 
NYSE Euronext listing rules) complemented by its Articles of Association, Business Principles, by-laws, 
                                                           
3COSO – ERM: Committee of Sponsoring Organisations of the Treadway Commission (COSO) Enterprise Risk Management (ERM). 
4Company Wide Controls.

Governance 
Chapter 4 
 
 
39 
controls and policies based on external legal and regulatory obligations, and internationally recognised 
corporate responsibility standards. 
 
SUPERVISORY BOARD 
 
General 
The Supervisory Board supervises the policies and performance of the Executive Board and the general 
course of affairs of TNT. The Supervisory Board also advises the Executive Board. At least once a year, 
the Executive Board must inform the Supervisory Board of the main aspects of the strategic policy, 
general and financial risks, corporate responsibility policy and the management and auditing systems of 
TNT. A number of important resolutions of the Executive Board are subject to approval by the 
Supervisory Board pursuant to the Articles of Association of TNT.  
 
In fulfilling its role, the Supervisory Board is required to act in the interest of TNT and the enterprise 
connected therewith. The Supervisory Board shall take into account the relevant interests of the 
company’s stakeholders and, to that end, consider all appropriate interests associated with the 
company. Members of the Supervisory Board perform their duties without mandate and are independent 
of any particular interest in the business of the company. The Supervisory Board is responsible for the 
quality of its own performance and therefore annually reviews its performance. The responsibility for 
proper performance of its duties is vested in the Supervisory Board as a whole. The members of the 
Supervisory Board are not authorised to represent TNT in dealings with third parties, except if 
determined otherwise by the Supervisory Board in events where one or more members of the Executive 
Board have a conflict of interest.  
 
Each member of the Supervisory Board must be capable of assessing the broad outline of the tasks and 
responsibilities of the Supervisory Board. Collectively, the Supervisory Board needs to cover all required 
expertise, skills and competencies to fulfil its duties with each member having the specific expertise 
required to fulfil the duties assigned to his/her designated roles. Each member should secure sufficient 
time available for the proper performance of their duties and ensure independence in accordance with 
principle III.2 of the Dutch Corporate Governance Code.  
 
Composition of the Supervisory Board 
TNT’s Articles of Association stipulate that the Supervisory Board consists of a minimum of three 
members. The Supervisory Board has discretion on the number of its members. The Supervisory Board 
has prepared a profile, which is evaluated annually, of its size and composition, taking into account the 
nature of TNT’s business and activities and the desired expertise and background of the members of the 
Supervisory Board. The profile is attached to the by-laws of the Supervisory Board which can be viewed 
on TNT’s corporate website (www.tnt.com/corporate).  
 
The Dutch Management and Supervision Act (‘Wet Bestuur en Toezicht’), which came into effect as of 
2013, requires that large legal entities should strive to have a balanced distribution on its Executive 
Board and Supervisory Board, with at least 30% of the seats occupied by women, and at least 30% by 
men. 
 
Conflict of interest 
If a member of the Supervisory Board becomes aware of any significant (potential) conflict of interest, 
the member must report this immediately to the chairman, providing all relevant information. If the 
(potential) conflict concerns the chairman, he must report to the vice-chairman. A decision to enter into a 
transaction involving such a conflict of interest requires the approval of the Supervisory Board. 
 
External advice  
Members of the Supervisory Board are permitted to obtain independent professional advice at the 
expense of TNT. 
 
Appointment and removal 
The members of the Supervisory Board are appointed by the general meeting of shareholders. The 
Supervisory Board will nominate one or more candidates for each vacant seat. A resolution of the 
general meeting of shareholders to appoint a member of the Supervisory Board in accordance with a 
nomination by the Supervisory Board can be adopted with an absolute majority of the votes cast. If the 
nomination by the Supervisory Board with respect to a vacant seat consists of a list of two or more 
candidates, this list is binding. The vacant seat must be filled by electing a person from this list. A 
resolution of the general meeting of shareholders to appoint a member of the Supervisory Board other 
than in accordance with a nomination by the Supervisory Board, or to deprive a binding list of

Governance 
Chapter 4 
 
 
40 
candidates from its binding character, requires an absolute majority of votes representing at least one-
third of the issued share capital.  
 
A member of the Supervisory Board must resign no later than at the end of the general meeting of 
shareholders held four years after his/her last appointment. The members of the Supervisory Board 
must resign periodically in accordance with a rotation plan drawn up by the Supervisory Board. The 
rotation plan is attached to the by-laws of the Supervisory Board which can be viewed on TNT’s 
corporate website (www.tnt.com/corporate). A resigning member of the Supervisory Board may be re-
appointed. A member of the Supervisory Board may be appointed for a maximum of three four-year 
terms. The general meeting of shareholders may suspend or remove any member of the Supervisory 
Board at any time. A resolution of the general meeting of shareholders to suspend or remove a member 
of the Supervisory Board other than in accordance with a proposal of the Supervisory Board requires an 
absolute majority of votes representing at least one-third of the issued share capital. 
 
Chairman and Corporate Secretary 
The chairman of the Supervisory Board determines the agenda and presides over meetings of the 
Supervisory Board. The chairman is responsible for the proper functioning of the Supervisory Board and 
its committees. The Supervisory Board is assisted by TNT’s corporate secretary. The corporate 
secretary is appointed as secretary to both the Executive Board and the Supervisory Board.  
 
Committees of the Supervisory Board 
To facilitate its functioning, the Supervisory Board may appoint standing and/or ad hoc committees from 
among its members. The responsibilities and composition of any committee are determined by the 
Supervisory Board. The Supervisory Board must, in any event, appoint an Audit Committee, a 
Remuneration Committee, and a Nominations Committee. The powers of the committees are based on 
a mandate from the Supervisory Board and do not include the right to decision making. The Supervisory 
Board shall remain collectively responsible for decisions prepared by its committees. The Supervisory 
Board has currently formed an Audit Committee, a Remuneration Committee, and a Chairman’s & 
Nominations Committee. The terms of reference of these committees can be viewed on TNT’s corporate 
website (www.tnt.com/corporate).  
 
Audit Committee 
The Audit Committee is charged with assisting the Supervisory Board in monitoring and advising on: the 
integrity of TNT’s financial and corporate responsibility reporting and reporting processes; its ﬁnancing 
and ﬁnance-related strategies; its system of internal control and financial reporting; and its system of risk 
management. The Audit Committee reviews the independence of the external auditor and the 
functioning of internal audit, tax planning and compliance with relevant primary and secondary 
legislation and codes of conduct. The Audit Committee has the authority to retain independent advisors 
as it deems appropriate. The Audit Committee consists of at least three members of which each must be 
financially literate. At least one member must have an accounting background or related financial 
management expertise.  
 
Remuneration Committee 
The Remuneration Committee is tasked with the preparation of the remuneration policy of the Executive 
Board and Supervisory Board, which are submitted by the Supervisory Board to the general meeting of 
shareholders for adoption. The committee also makes proposals to the Supervisory Board for the 
remuneration of the individual members of the Executive Board. In addition, the committee prepares the 
allocation of rights to shares in TNT’s share capital to other senior management within TNT. This 
allocation is effectuated by the CEO and is subject to approval by the Supervisory Board. 
 
Chairman’s & Nominations Committee 
The Chairman’s & Nominations committee develops selection criteria and appointment procedures for 
members of the Executive Board and the Supervisory Board. It establishes procedures to secure 
adequate succession of members of the Executive Board and to assess such candidates as well as the 
size and composition of the Executive Board and the Supervisory Board. It also creates proposals for 
the profile of the Supervisory Board, reviews the functioning of individual members of the Executive 
Board and the Supervisory Board. It reports its findings to the Supervisory Board. The committee also 
makes proposals for nominations, appointments and re-appointments. At least on an annual basis, the 
size and composition of the Executive Board and the Supervisory Board and the functioning of their 
individual members are assessed by the committee and discussed by the Supervisory Board. In addition 
to the above, the Chairman’s & Nominations Committee provides a platform for members of the 
Supervisory Board to give an opinion on any relevant matter or to bring any appropriate issue to the 
attention of the chairman.

Governance 
Chapter 4 
 
 
41 
EXECUTIVE BOARD AND MANAGEMENT BOARD 
 
 
 
 
Top row, from left to right: Ian Clough, Tex Gunning, Tjeerd Wassenaar. Bottom row, from left to right: Joost Otterloo, Marco van Kalleveen, Chris Goossens, 
Martin Södergård, Maarten de Vries and Michael Drake. 
 
 
Executive Board  
 
Tex Gunning (1950, Dutch) 
Chief Executive Officer (CEO) and Chairman of the Executive Board and Management Board 
 
Mr Gunning was appointed and designated as member of the Executive Board and CEO as per 1 June 2013. He was a member of the 
Supervisory Board of TNT from 31 May 2011 until 25 February 2013. Mr Gunning is a member of the supervisory board of Koninklijke 
FrieslandCampina N.V. 
 
Prior to joining TNT, Mr Gunning was a member of the Board of Management and the Executive Committee of Akzo Nobel N.V. Prior 
to this, he was Chairman and CEO of Vedior N.V. His career also includes more than 25 years with Unilever N.V. and plc.  
 
Mr Gunning brings a wealth of international business experience in executive management positions to TNT. He has a strong track 
record in successfully turning around businesses and delivering results. In addition to his restructuring experience, he has managed to 
grow businesses successfully in many markets. Throughout his career, Mr Gunning has been a strong advocate of bringing together 
the interests of business, society and the environment. 
 
Maarten de Vries (1962, Dutch)  
Chief Financial Officer (CFO) and member of the Executive Board and Management Board 
  
Mr De Vries was appointed and designated as member of the Executive Board and CFO as per 18 September 2014. Responsibilities 
include IT, Purchasing and GBS. 
 
Prior to joining TNT, Mr De Vries was CEO of TP Vision Holding B.V., a joint venture between TPV Technology Limited and 
Koninklijke Philips N.V. Prior to this, he held various CFO roles as well as Chief Information Officer and Chief Supply Officer at Group 
Management Committee level in Koninklijke Philips N.V. 
 
Mr De Vries has broad international business experience and a strong background in finance. He has significant business experience 
in Asia where he worked for ten years in Taiwan, both for Koninklijke Philips N.V. and on the board of directors of TPV Technology 
Limited. With extensive experience in leading organisational change and transformation programmes, Mr De Vries is results oriented 
and takes personal interest in developing people and building diverse teams.

Governance 
Chapter 4 
 
 
42 
 
 
 
 
Additional members of the Management Board 
 
Ian Clough (1967, British)  
Member of the Management Board and Managing Director of International Europe 
 
Mr Clough joined TNT as Managing Director of International Europe in April 2014. Prior to joining TNT, Mr Clough worked for DHL for 
20 years, most recently as CEO of DHL Express USA.  
 
Mr Clough has successfully led major business turnarounds and brings broad general management and industry experience to his 
role in TNT.  
 
Michael Drake (1963, British) 
Member of the Management Board and Managing Director of International AMEA 
  
Mr Drake was nominated Managing Director of International AMEA in February 2014. Mr Drake has worked for TNT throughout Asia 
since 1993, occupying numerous senior roles.   
 
At TNT, Mr Drake has engaged and federated employees across borders to work successfully together by building a strong, cohesive 
leadership organisation. He has managed key transitions in complex areas of TNT’s core business and has hands-on experience in all 
aspects of TNT’s industry.  
 
Marco van Kalleveen (1969, Dutch) 
Member of the Management Board and Managing Director of Domestics 
 
Mr van Kalleveen joined TNT as Managing Director of Domestics and Chief Transformation Officer in February 2014. Prior to joining 
TNT, Mr van Kalleveen was a Partner at McKinsey & Company, and Senior Vice President at Bain Capital, LLC.  
 
Mr van Kalleveen has extensive experience in developing and delivering the transformation of organisations ranging from Silicon 
Valley start-ups to Fortune 500 companies.  
 
Chris Goossens (1962, Belgian) 
Member of the Management Board and Managing Director of Customer Experience  
 
Ms Goossens was nominated Managing Director of Customer Experience in October 2013. Ms Goossens has worked for TNT since 
1988 and has held global management positions in Sales, Customer Experience, Communications and Network Operations. 
 
At TNT, Ms Goossens has championed meeting the expectations of customers in all activities. She brings a wealth of operational and 
commercial experience to her current role, where she leads a dedicated Customer Experience team responsible for perfecting the 
service TNT offers to customers from order to delivery. 
 
Martin Södergård (1959, Swedish) 
Member of the Management Board and Managing Director of Global Network Operations 
 
Mr Södergård joined TNT as Group Director of Global Networks in November 2013. He was named Managing Director of Global 
Network Operations in March 2014. Prior to joining TNT, he was Senior Vice President at Swissport Cargo Services and had enjoyed 
a successful career with DHL where he held a variety of key network-related roles such as Director Hubs & Gateways Europe, 
Managing Director DHL Network Operations Europe and Managing Director Express Nordics. 
 
Mr Södergård has extensive experience in international management in the aviation and logistics industries.  
 
Joost Otterloo (1968, Dutch) 
Member of the Management Board and Chief People Officer  
 
Mr Otterloo joined TNT as Chief People Officer in August 2014. Prior to joining TNT, Mr Otterloo was CEO of the Dutch lottery 
organisation, De Lotto and held several senior roles at CSM and Unilever.  
 
Mr Otterloo has a financial background and extensive international experience in human resources.  
 
Tjeerd Wassenaar (1969, Dutch) 
Member of the Management Board and General Counsel 
  
Mr Wassenaar joined TNT as General Counsel in December 2014. Prior to joining TNT, Mr Wassenaar was Global Director Legal 
Affairs & Corporate Secretary at Vopak, and had been legal director at Koninklijke Ahold N.V. He started his career at the law firm 
Loeff Claeys Verbeke and later at De Brauw (London). 
 
Mr Wassenaar has gained experience in large and complex projects and merger and acquisition activity internationally as well as a 
wide variety of legal topics including legal risk management, compliance, regulatory and competition matters.

Governance 
Chapter 4 
 
 
43 
EXECUTIVE BOARD  
 
General 
The Executive Board is entrusted with the day-to-day management of TNT, which includes: deploying its 
strategy; managing its operations, risk profile and financing; achieving its objectives; and addressing 
compliance and corporate responsibility issues. The Executive Board may perform all acts it deems 
necessary or useful for achieving the corporate purposes of TNT, except for those expressly attributed 
to the general meeting of shareholders or the Supervisory Board as a matter of Dutch law or pursuant to 
the Articles of Association. The members of the Executive Board have joint powers and responsibilities, 
and share responsibility for all decisions and acts of the Executive Board and for the acts of each 
individual member of the Executive Board. The Executive Board may only adopt resolutions with an 
absolute voting majority. 
 
The Executive Board has formed several bodies to ensure compliance with applicable internal and 
external regulations. The Disclosure Committee advises and assists the Executive Board in ensuring 
that the disclosures of TNT in all reports are full, fair, accurate, timely and understandable, and that they 
fairly present the condition of TNT in all material respects. The Ethics Committee advises and assists 
the Executive Board in developing and implementing policies and procedures aimed at enhancing 
integrity and ethical behaviour and preventing fraud throughout TNT worldwide, in monitoring 
compliance with integrity and ethical behaviour standards, and in deciding upon remedial actions in case 
of violations.  
 
Appointment and removal 
The Executive Board consists of two or more members. In the event a seat is becoming vacant, the 
Supervisory Board will nominate one or more candidates for each vacant seat. A resolution of the 
general meeting of shareholders to appoint a member of the Executive Board in accordance with a 
Supervisory Board nomination can be adopted with an absolute majority of the votes cast. If the 
Supervisory Board nomination, with respect to a vacant seat, consists of a list of two or more 
candidates, then this list is binding and the vacant seat must be filled by electing a person from this list. 
A resolution of the general meeting of shareholders to appoint a member of the Executive Board other 
than in accordance with a Supervisory Board nomination, or to deprive a binding list of candidates from 
its binding character, requires an absolute majority of votes representing at least one-third of the issued 
share capital of TNT.  
 
The general meeting of shareholders may suspend or remove any member of the Executive Board. A 
resolution of the general meeting of shareholders to suspend or remove a member of the Executive 
Board other than pursuant to a proposal by the Supervisory Board requires an absolute majority of votes 
representing at least one-third of the issued share capital of TNT. The Supervisory Board may also 
suspend any member of the Executive Board. The general meeting of shareholders may terminate a 
suspension by the Supervisory Board at any time. 
 
Conflict of interest 
If a member of the Executive Board becomes aware of any significant (potential) conflict of interest, he 
must report this immediately to the chairman of the Supervisory Board and to the other members of the 
Executive Board, providing all relevant information. If a conflict of interest is established, TNT will be 
represented by another member of the Executive Board or by a member of the Supervisory Board 
appointed by the Supervisory Board for this purpose. A decision to enter into a transaction involving a 
conflict of interest with a member of the Executive Board that is of (material) significance to TNT or to 
the relevant member, requires the approval of the Supervisory Board. No such transactions were 
entered into in 2015.  
 
Contract  
The legal relationship between TNT and the members of the Executive Board is to be classified as an 
agreement to provide services under civil law, which exists in addition to their relationship under 
company law. This agreement is a contract for a definite period of four years and may be terminated 
during its term with due observance of a notice period of three months for the executive and six months 
for the company. The Executive Board member does not enjoy protection under employment law, such 
as the right to compensation in case of dissolution or unfair dismissal. 
 
Issuance of shares 
At the Annual General Meeting of Shareholders, held on 8 April 2015, the Executive Board was 
designated as competent body to issue ordinary and preference shares and to grant rights to subscribe

Governance 
Chapter 4 
 
 
44 
for ordinary and preference shares until 8 October 2016. The authority of the Executive Board as 
regards the issuance of ordinary shares is restricted to a maximum of 10% of the total issued and 
outstanding share capital at the time of issuance plus a further issuance up to 10% of the total issued 
and outstanding share capital at the time of issuance in case an issue occurs as part of a merger or 
acquisition. The authority to issue preference shares and to grant rights to subscribe for preference 
shares is not limited and concerns all preference shares which are not yet issued from the authorised 
capital as it will read from time to time. 
 
In addition, at the Annual General Meeting of Shareholders, held on 8 April 2015, the Executive Board 
was designated as competent body to restrict or exclude pre-emptive rights upon issuance of ordinary 
shares (including the granting of rights to subscribe for ordinary shares) until 8 October 2016. A 
resolution of the Executive Board to issue ordinary or preference shares, or to grant rights to subscribe 
to shares, is subject to the approval of the Supervisory Board. 
 
Acquisition of own shares 
At the Annual General Meeting of Shareholders, held on 8 April 2015, the Executive Board was 
authorised to acquire fully paid-up ordinary shares in the capital of the company through a purchase on 
the stock exchange or otherwise for a term of 18 months until 8 October 2016, up to 10% of the nominal 
amount of its total issued and outstanding share capital. The acquisition can take place for a price per 
share of at least the nominal value and at most the quoted ordinary share price plus 10%. The quoted 
share price is the average of the closing prices of an ordinary share according to the ‘Official Price List 
of Euronext Amsterdam N.V.’ for a period of five trading days prior to the day of repurchase. A resolution 
of the Executive Board relating to the acquisition of own shares is subject to the approval of the 
Supervisory Board. 
 
MANAGEMENT BOARD 
 
The Management Board of TNT supports the Executive Board in its oversight of operations and 
implementation of the company’s strategy. The Management Board currently has nine members: the 
CEO, the CFO, and seven members drawn from the three reportable segments (International Europe, 
International AMEA, and Domestics), and key functions (customer experience, network operations, 
human resources, and legal) to ensure that TNT is managed as an integrated global business.  
 
PREVENTION OF INSIDER TRADING 
 
Members of the Executive Board, the Supervisory Board, and other senior management of TNT are 
subject to the TNT Policy on Prevention of Insider Trading. This policy sets forth rules of conduct to 
prevent trading in financial instruments of TNT when in possession of inside information. Transactions in 
TNT shares carried out by members of the Executive Board or Supervisory Board are notified to the 
Dutch Authority for Financial Markets (‘AFM’) in accordance with Dutch law.  
 
The Supervisory Board has adopted a policy concerning the ownership of transactions in securities, 
other than financial instruments of TNT, by the Executive Board and the Supervisory Board. This policy 
is incorporated in the by-laws of the Executive Board and the Supervisory Board and requires that each 
member of the Executive Board and Supervisory Board give periodic notice of any changes in his/her 
holding of securities in Dutch listed companies. A member of the Executive Board or the Supervisory 
Board who invests exclusively in listed investment funds or who has transferred the discretionary 
management of his/her securities portfolio to an independent third party by means of a written mandate, 
is exempted from compliance with these internal notification requirements.  
 
As for members of the Executive Board, no member holds ordinary shares in TNT as of 31 December 
2015. This excludes any granted rights on (phantom) shares allocated to members of the Executive 
Board under any of TNT’s equity plans and/or any participation in the Executive Board’s variable 
compensation scheme. 
 
As for members of the Supervisory Board, only Mr Vollebregt holds shares in TNT. As of 31 December 
2015, the total number of shares held was 10,052. 
 
FOUNDATIONS OF THE CORPORATE GOVERNANCE OF TNT 
 
The Executive Board is committed to a high standard of corporate governance, information and 
disclosure, in line with the Dutch Corporate Governance Code and with regulatory requirements. The 
Executive Board’s compliance statement relative to the Dutch Corporate Governance Code and the 
Dutch Financial Markets Supervision Act (‘Wet op het financieel toezicht’) can be found on page 8.

Governance 
Chapter 4 
 
 
45 
Internal Control  
The Executive Board used elements of former obligations under the Sarbanes-Oxley Act in establishing 
the company’s governance and internal controls over financial reporting (ICFR). Furthermore, the ICFR 
framework established by the Executive Board has a wider scope than would be mandatory according to 
the Sarbanes-Oxley Act, as it includes a number of smaller entities.  
 
In addition, the approach is based on the principles outlined in Auditing Standards (AS) 2 and takes into 
account certain elements of AS 5 as promulgated by the Public Companies Accounting Oversight Board 
(PCAOB). However, TNT’s approach to ICFR does not imply an assessment of the adequacy and 
effectiveness of TNT’s internal control and risk management processes over financial reporting under 
section 404 of the Sarbanes-Oxley Act, nor is there an assessment by TNT’s external auditor to that 
effect. 
 
In 2015, TNT dedicated significant attention to the periodic financial reports, PwC’s reports, TNT’s 
control framework and internal audit reports. TNT reviewed press releases, developments on pensions 
and ICFR on a regular basis. TNT prepared an action plan to improve internal audits and financial 
control, executed in close consultation with PwC.  
 
In addition, throughout 2015, TNT documented and evaluated the design of its ICFR, and as a 
consequence, a standardised ICFR framework was implemented across TNT. TNT continued a 
comprehensive programme of testing the operational effectiveness of its ICFR. Further initiatives on 
entity-level controls were undertaken, including integrity awareness and training and reinforcement of 
policies and procedures. The findings identified by each of the entities included in the ICFR programme, 
including the findings raised by the external auditor, were reported to the Executive Board and the Audit 
Committee of the Supervisory Board. 
 
Risk Management  
TNT has a continuous, formal and structured risk management and reporting system in place. Refer to 
section V for more information.  
 
Business Ethics 
The Business Ethics function manages the policies, procedures and cases related to ethics issues and 
integrity such as conflicts of interest, gifts and entertainment, fraud, corruption, bribery, whistleblowing 
and disciplinary actions. Guidance on business ethics is set out in the TNT Business Principles and 
related policies and procedures. The Business Principles are embedded in the strategic and operational 
decision-making processes and in customer and supplier contracts. To promote compliance, 
communication and training are being rolled out in all operating units globally. The procedure on 
whistleblowing is a crucial complement to this framework. The Business Principles can be viewed on 
TNT’s corporate website (www.tnt.com/corporate). 
 
Internal Audit 
The Internal Audit function of TNT operates under the responsibility of the Executive Board and is 
subject to monitoring by the Supervisory Board, assisted by the Audit Committee. The Internal Audit 
function provides assurance and advice on the quality of governance, risk management and control 
processes company-wide. The external auditor and the Audit Committee are aligned in defining the 
tasks and plans of the Internal Audit function. 
 
EXTERNAL AUDITOR  
 
The external auditor of TNT, PwC, is appointed at the Annual General Meeting of Shareholders. The 
Audit Committee has the authority, subject to confirmation by the Supervisory Board, to recommend to 
the Annual General Meeting of Shareholders the appointment or replacement of the external auditor. 
The Audit Committee is directly responsible for overseeing the work of the external auditor on behalf of 
the Supervisory Board. 
 
In some instances, TNT may use its external auditor to provide assurance-related services where these 
services do not conflict with the external auditor’s independence. Recent legislation and the TNT Policy 
on Auditor Independence and Pre-Approval, governs how and when TNT may engage its external 
auditor. Refer to TNT’s corporate website (www.tnt.com/corporate) for more information.  
 
The Audit Committee is required to pre-approve, supported by the director of internal audit, risk and 
control services, all services to be provided by the external auditor, in order to assure that these do not 
impair the auditor’s independence from TNT.

Governance 
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46 
Once every three years, the Audit Committee and the Executive Board are required to conduct a 
thorough assessment of the functioning of the external auditor. The last assessment was conducted in 
2013. The lead engagement partner is present at the general meeting of shareholders and may be 
questioned with regard to his issued opinion on the financial statements. Current legislation requires that 
the lead engagement partner is rotated after a maximum of five years, while the other key audit 
partners, and the quality (review) partner of the external auditor are rotated after a maximum period of 
seven years. From 2011, the lead engagement partner of PwC in charge of the TNT account is Mr 
Dekkers.  
 
DUTCH CORPORATE GOVERNANCE CODE 
 
By applying the best practice provisions and explaining deviations, TNT complies with the Dutch 
Corporate Governance Code. An explanation is given below for those instances in which TNT does not 
fully comply with the best practice provisions of the Code. The full text of the Code and TNT’s Articles of 
Association and other relevant internal regulations can be viewed in the Corporate Governance section 
on TNT’s corporate website (www.tnt.com/corporate).  
 
Best practice provision II.2.8  
This provision stipulates that the remuneration of a member of the board of management, in the event of 
dismissal, may not exceed one year’s compensation (the ‘fixed’ remuneration component), or, if the one 
year’s compensation would be manifestly unreasonable in case of a dismissal during the first term of 
office, a maximum of twice the annual compensation. TNT deviates from this best practice by awarding 
the current members of the Executive Board a severance payment, in case of a change of control, 
equalling the sum of the last annual base compensation and pension contribution plus the average 
bonus received over the last three years, multiplied by a maximum of two. TNT believes that such 
payment is reasonable taking into account the special position of members of the Executive Board in a 
change of control situation. Also, in such an event, the Supervisory Board may decide that performance 
shares vest in whole or in part.  
 
Best practice provision IV.1.1 
This provision stipulates that a company’s general meeting may pass a resolution to set aside the 
binding nature of a nomination for the appointment of a member of the board of management or of the 
supervisory board and/or a resolution to remove a member of the board of management or of the 
supervisory board by an absolute majority of the votes cast, which majority may be required to represent 
a proportion of the issued capital which proportion may not exceed one-third; if this proportion of the 
capital is not represented at the meeting, but an absolute majority is in favour of any such resolution, a 
new meeting may be convened at which the resolution may be passed by an absolute majority of the 
votes cast regardless of the proportion of the capital represented at the meeting.  
 
TNT applies this best practice provision, except for a minor deviation: for a resolution to appoint a 
member of the Executive Board or of the Supervisory Board other than in accordance with a nomination 
by the Supervisory Board, there is no second meeting allowed in which the requirement of one-third of 
the capital can be set aside. TNT deviates from this best practice provision for reasons of stability and 
continuity. 
 
SHAREHOLDERS 
 
General meetings of shareholders 
The Annual General Meeting of Shareholders must be held within six months following the end of each 
financial year. Typical agenda items are: discussion on the annual report with respect to the general 
state of affairs and the auditor’s report; adoption of the annual accounts; approval of the profit allocation; 
and granting of discharge to members of the Executive Board and the Supervisory Board.  
 
The Annual General Meeting of Shareholders must be convened by the Executive Board or the 
Supervisory Board. Notice of the meeting must be given no later than the 42nd day prior to the date of 
the meeting or, if allowed by law, on a shorter period at the discretion of the Executive Board. The 
meetings must be held in Amsterdam, the Hague, Hoofddorp or the municipality of Haarlemmermeer, all 
in the Netherlands. The notice of a general meeting of shareholders is given on TNT’s corporate website 
(www.tnt.com/corporate), with the availability of the notice, published via a press release. The notice 
includes the requirements for admission to the meeting and an agenda indicating the items for 
discussion. 
 
Other general meetings of shareholders are held as often as the Executive Board or the Supervisory 
Board deems necessary. In addition, one or more shareholders may be authorised by the court in

Governance 
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47 
interlocutory proceedings of the district court to convene a general meeting of shareholders. These 
shareholders should jointly represent at least one-tenth of TNT’s issued share capital.  
 
On 5 October 2015, an Extraordinary General Meeting of Shareholders was held to discuss the FedEx 
Offer and to adopt all accompanied proposed resolutions. A full detailed overview of the Extraordinary 
General Meeting of Shareholders including accompanied documents can be viewed on TNT’s corporate 
website (www.tnt.com/corporate). 
 
Agenda 
Shareholders representing solely or jointly at least 1% of TNT’s issued share capital have a right to 
request the Executive Board and the Supervisory Board to include items on the agenda of the general 
meeting of shareholders. The Executive Board and the Supervisory Board must agree to these requests 
if received at least 60 days prior to the date of the general meeting of shareholders, provided that the 
reasons for the request are stated and the request – or proposed resolution – is received in writing by 
the chairman of the Executive Board or the Supervisory Board. 
 
In the event a request is made by one or more shareholders, either to convene a meeting or to place an 
item on the agenda of a general meeting of shareholders that may result in a change in the company's 
strategy, the Executive Board may invoke a reasonable period in which to respond, such period not to 
exceed 180 days.  
 
Admission to and voting rights at the meeting 
Each shareholder and each pledgee or usufructuary of shares is entitled to attend and address the 
general meeting of shareholders, and, as applicable, to exercise the voting attached to the shares, 
either in person or by proxy. Recognised as persons entitled to take part in, and vote at a general 
meeting of shareholders, are those persons who hold those rights on the record date set for that 
meeting, which pursuant to the law will be the 28th day prior to the date of the meeting. Shareholders 
and other persons entitled to attend the meeting, and who wish to attend the meeting in person or by 
proxy, must notify the Executive Board of this in writing by the date set out for that purpose in the notice 
of the meeting (which will be a date not earlier than the 7th day prior to the date of the meeting). 
 
Each shareholder may cast one vote per share held. The general meeting of shareholders may adopt 
resolutions by a simple majority of the votes cast, except where a larger majority is prescribed by law or 
by TNT’s Articles of Association. Members of the Executive Board and of the Supervisory Board may 
attend a general meeting of shareholders in an advisory capacity. 
 
Dissolution and liquidation 
A resolution of the general meeting of shareholders to dissolve TNT may only be taken upon proposal 
by the Executive Board with the approval of the Supervisory Board. The resolution to dissolve TNT may 
be taken by the general meeting of shareholders with an absolute majority of the votes, irrespective of 
the part of the issued share capital represented. In the event of the dissolution of TNT, pursuant to such 
a resolution, the members of the Executive Board will be charged with the liquidation of the business of 
TNT and the Supervisory Board with the supervision thereof. From the balance of the property of TNT 
remaining after payment of all debts and the costs of the liquidation, first a distribution is made to the 
holders of the preference shares, if any. This will be the nominal amount paid up on these preference 
shares and any amounts still owed by way of dividend, to which these preference shares are entitled, in 
so far as this has not been distributed in previous years. If the balance is not sufficient to make this 
distribution, the distribution must be made in proportion to the amounts paid up on those preference 
shares. The remainder must be distributed to the holders of ordinary shares in proportion to the 
aggregate nominal value of their ordinary shares. 
 
Change to the rights of shareholders 
Rights of shareholders may change pursuant to an amendment of the Articles of Association, a statutory 
merger or demerger in accordance with Book 2 of the Dutch Civil Code or dissolution of TNT. A 
resolution of the general meeting of shareholders is required to effect these changes. Under TNT’s 
Articles of Association, such a resolution may only be adopted upon a proposal by the Executive Board 
that has been approved by the Supervisory Board. 
 
Major shareholders 
The Dutch Financial Markets Supervision Act (‘Wet op het financieel toezicht’) imposes a duty on 
shareholders to disclose substantial percentage holdings in the capital and/or voting rights in a company 
when such holdings reach, exceed or fall below: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 
75% and 95%. Such disclosure must be made to the AFM without delay. The register of AFM disclosed

Governance 
Chapter 4 
 
 
48 
that as per 31 December 2015: UBS Group AG; Pentwater Capital Management LP; Blackrock Inc.; 
Tweedy, Browne Company LLC; Artisan Investments LLC; Post NL N.V.; Her Majesty the Queen in right 
of Alberta; and B. Rosenstein have a substantial percentage holding in TNT Express N.V. exceeding 
3%.  
 
FOUNDATION  
 
‘Stichting Continuïteit TNT Express’ (the ‘Foundation’) was established to promote the interests of TNT, 
the enterprise affiliated with TNT and all stakeholders involved. These objects include protecting TNT as 
much as possible from influences that are contrary to those interests and could jeopardise the 
continuity, independence or identity of those interests. The Foundation must endeavour to achieve these 
objects by acquiring and holding preference shares, and by exercising the rights attached to those 
preference shares. The objects of the Foundation do not entail the sale or encumbrance or other 
disposal of shares, with the exception of the sale to TNT or to another company assigned by and 
affiliated in a group with it, as well as the assistance in the repayment or withdrawal of preference 
shares. 
 
The Foundation is an independent legal entity in the sense of section 5:71 paragraph 1 sub c of the 
Dutch Financial Markets Supervision Act.  
 
To enable the Foundation to perform its duties, TNT has granted it a call option. When exercising the 
call option, the Foundation is entitled to subscribe to preference shares, consisting of the right to 
repeatedly subscribe for preference shares, up to a maximum corresponding with one hundred percent 
(100%) of the issued share capital in the form of ordinary shares as outstanding immediately prior to the 
exercise of the subscribed rights, less one preference share and minus any shares already held by the 
Foundation. The Foundation has the right to exercise the call option at any time either wholly or partly. 
 
The Foundation may exercise the call option for certain reasons, including:  
– to prevent, slow down or otherwise complicate an unsolicited takeover bid for, and an unsolicited 
acquisition of ordinary shares by means of an acquisition at the stock market or otherwise; 
– to prevent and countervail concentration of voting rights in the general meeting of stakeholders; and 
– to resist unwanted influence by and pressure from shareholders to amend the strategy of TNT;  
and with respect to the foregoing, to give TNT the opportunity to consider and to explore possible 
alternatives and, if required, to work these out and to implement them, in the event an actual or 
threatening concentration of voting rights arises among the shareholders, which, according to the 
(provisional) judgment of the Executive Board and the Supervisory Board and the board of the 
Foundation, is considered to be unsolicited and not in the interest of TNT and its enterprise, and to 
enable TNT to do so by (temporarily) neutralising such concentration of voting rights.  
 
As from six months after the issuance of the preference shares to the Foundation, the Foundation may 
require TNT to convene a general meeting of stakeholders to propose cancellation of the preference 
shares against repayment of the paid amount. If preference shares are issued, TNT must convene a 
general meeting of stakeholders, to be held no later than 12 months after the date on which the 
preference shares were issued for the first time or 60 days after the Foundation has demanded the 
cancellation of its preference shares. The agenda for that meeting of stakeholders must include a 
proposal for a resolution relating to the repurchase or cancellation of the preference shares.  
 
TNT has granted the Foundation the right to file an application for an inquiry into the policy and the 
course of events of TNT with the Enterprise Chamber of the Amsterdam Court of Appeal 
(‘Ondernemingskamer’). TNT believes that this may be a useful option, amongst others, in the period 
before the issuance of preference shares as it does not cause a dilution of the rights of other 
shareholders. To enable the Foundation to function properly, the Executive Board holds meetings with 
the board of the Foundation on a regular basis. 
 
The members of the board of the Foundation are Mr Bouw (chairman), Mr Tiemstra and Ms Tonkens-
Gerkema. All members are independent from TNT. The Foundation has its official seat in Amsterdam, 
the Netherlands, with its address at Taurusavenue 111, 2132 LS Hoofddorp, the Netherlands.

Governance 
Chapter 4 
 
 
 
49 
IV. REMUNERATION REPORT 
 
REMUNERATION GOVERNANCE  
 
The Supervisory Board proposes the remuneration policy for adoption by the general meeting of 
shareholders. The contracts of the members of the Executive Board are drawn up by the Supervisory 
Board in accordance with this policy. The Remuneration Committee is responsible for assessing and 
preparing the remuneration policy of the Executive Board. The committee prepares its proposals 
independently, after careful consideration. The Supervisory Board analyses possible outcomes of the 
variable income components and the effect on Executive Board remuneration. This analysis is 
conducted annually. 
 
TNT’s remuneration policy complies with all relevant Dutch legal requirements and the Dutch Corporate 
Governance Code. The single deviation from the best practice provisions of the Code relates to a 
change of control and is explained on page 46. In preparing the remuneration policy, the Remuneration 
Committee takes into account the difference between the highest paid and the lowest paid employee; 
and the remuneration of senior management reporting to the Executive Board, in order to ensure a 
consistent and aligned remuneration practice within TNT. 
 
2015 REMUNERATION POLICY  
 
The objective of the remuneration policy is to retain, motivate and attract qualified and high calibre 
members of the Executive Board, with an international mindset and background essential for the 
successful leadership and effective management of a large international company. The remuneration 
policy aligns the objectives of all stakeholders, is performance-based and aims to stimulate well-
balanced long-term management behaviour. The remuneration policy of other senior management 
aligns with the remuneration policy of the Executive Board.   
 
At the 2014 Annual General Meeting of Shareholders, the current TNT remuneration policy for members 
of the Executive Board was approved. The remuneration structure for members of the Executive Board 
is designed to balance short-term operational performance with the long-term objectives of TNT and 
value creation for its shareholders. The remuneration package consists of: 
– base compensation; 
– variable income: direct and deferred compensation (dependent on performance relative to preset 
company targets); and  
– a pension allowance. 
 
In order to provide a consistent review of the total level and structure of remuneration, the components 
of the remuneration package and the total compensation of the members of the Executive Board are 
benchmarked every three years against a European reference group (refer to the following table), with 
an additional assessment against a Dutch peer group, unless the Supervisory Board decides otherwise.  
 
European reference group1
1. Adecco SA
11. Kuehne + Nagel International AG
12. Marks and Spencer Plc
2. Atlantia SpA
15. Rentokil Initial Plc
13. National Express Group Plc
14. Österreichische Post AG
18. Serco Group Plc
17. Securitas AB
1Companies included in the peer group of the 2013 benchmark.
3. Belgacom SA
10. Kering SA
20. TUI AG
16. SAS AB
19. Swisscom AG
4. Bunzl Plc
8. G4S Plc
9. International Airlines Group SA
5. Group Delhaize SA
6. DSV A/S
7. FirstGroup Plc
 
 
The Dutch peer group consisted of all AEX-listed companies, excluding the two largest and two smallest 
companies, as well as companies in the financial sector. The last benchmark test was performed in 
2013 by an external party.  
 
Base compensation  
The base salary component of the remuneration package is set at a median level when compared to the 
peer group benchmark data. The base salary policy permits the adjustment of salaries annually in line 
with the average increase in the collective labour agreements applicable to employees of the larger TNT 
entities in Europe.

Governance 
Chapter 4 
 
 
 
50 
Variable income  
The variable income policy comprises the following instruments: 
– short-term incentive;  
– voluntary bonus/matching plan (equity) linked to short-term incentive proceeds; and 
– equity-based long-term incentive (the ‘TNT performance share plan’) to ensure alignment with long-
term value creation and the interest of shareholders (through the development of share price and 
dividend payments).   
 
The 2015 short-term and long-term incentive plans for members of the Executive Board are aligned with 
the variable income programmes for senior management.  
 
Short-term incentive  
The annual short-term incentive opportunity amounts to 100% of the annual base compensation for ‘on 
target’ performance. The reward of the short-term incentive will be delivered as follows: 50% in cash and 
50% in shares (locked-in for three years). 
 
At the beginning of each year, the Supervisory Board sets the targets for the short-term incentive. The 
short-term incentive targets could consist of financial and non-financial focus areas. Results relating to 
the targets lead independently to a short-term incentive payout. 
 
In order to qualify for the short-term incentive scheme, a member of the Executive Board is required to 
be in service on 31 December of the relevant year.  
 
Bonus/matching plan 
A member of the Executive Board may participate on a voluntary basis in the bonus/matching plan by 
investing a maximum of 50% of the gross payout of the short-term incentive of the previous year in 
shares. However, the investment in shares cannot be more than the net proceeds of the cash part of the 
bonus. After a three-year holding period, these shares will be matched on a one-to-one basis. 
 
The matching of bonus shares occurs under the condition of continued employment and if at least 50% 
of the bonus shares is retained during the holding period. 
 
Long-term incentive 
The Supervisory Board can award conditional rights to shares to members of the Executive Board under 
the TNT performance share plan. The award is based on a value of 50% of the annual base 
compensation. The actual number of rights to shares granted is determined by dividing the available 
amount (50% annual base compensation) by the fair value of the right to a share according to IFRS.  
 
The performance shares vest after a three-year period. The actual number of shares that vest depends 
on the performance of the following performance measures: 
– 50% financial target: the total shareholder return (TSR) performance of the company will be 
measured on a three-year basis against the TSR of a peer group of all AEX companies (50% 
weighting) and of TNT’s three main direct competitors (Deutsche Post DHL, FedEx and UPS) (50% 
weighting). During the three-year vesting period, the TSR data and risk profiles are compiled and 
reported as an index by an external data provider. After three years, the final performance of the 
company over the three-year period compared to the final performance of the peer group determines 
the number of shares to be vested as presented in the following table. 
 
% difference 
TNT's
performance vs index
% of total allocation 
of performance
shares that vest
-20%
0.00%
-15%
6.25%
-10%
12.50%
-5%
18.75%
0%
25.00%
5%
31.25%
10%
37.50%
15%
43.75%
20%
50.00%
TSR performance vesting table

Governance 
Chapter 4 
 
 
 
51 
The performance schedule (sliding scale) is designed such that a TSR performance of the company 
at index level (0% difference) leads to a vesting of half of the maximum of the granted rights to 
shares. 
– 50% non-financial target(s): consisting of target(s) considered most relevant for the company during 
the three-year vesting period. 
 
The maximum number of shares that can vest under the plan amounts to 100% of the base allocation.  
 
The Remuneration Committee advises the Supervisory Board on the actual number of performance 
shares that vest, which will be determined by the TSR performance over the three-year vesting period 
and the performance on the non-financial target(s) over three calendar years preceding the vesting date. 
 
In compliance with the Dutch Corporate Governance Code, members of the Executive Board may not 
sell their matching shares or performance shares prior to the earlier of five years from the date of grant 
or the end of employment. However, any sale of shares with the intent of using the proceeds to pay for 
the tax relating to the allocation of these shares is exempted.  
 
Pension 
The remuneration policy provides for a pension allowance for members of the Executive Board in line 
with local practice.   
 
Severance 
The contractual severance payment for members of the Executive Board is summarised as follows: 
– The TNT remuneration policy provides that severance payment other than related to a change of 
control is equal to one year’s base compensation or a maximum of two years’ base compensation in 
the first four-year term if one year is considered unreasonable. 
– In the contracts of the members of the Executive Board, the severance payment for situations other 
than a change of control is limited to a maximum of one year’s base compensation. For each of 
them, severance payment in the case of a change of control is equal to the sum of the last annual 
base compensation and pension contribution, plus the average bonus received over the last three 
years, multiplied by a maximum of two.  
 
Other  
The contracts of the members of the Executive Board include a ‘claw-back’ clause which will apply in 
case of an erroneous variable remuneration payout.  
 
The Supervisory Board has the discretionary authority to decide on one-off payments to members of the 
Executive Board in special circumstances. Any such payments will be disclosed.  
 
The Supervisory Board also has the discretionary authority to adjust the value of variable income 
components originally awarded, if the outcome proves to be unfair due to exceptional circumstances 
during the performance period. 
 
TNT does not grant loans or guarantees, including mortgage loans, to members of the Executive Board. 
 
TOTAL REMUNERATION – 2015 
In 2015, members of the Executive Board received a base compensation, a variable component (short-
term and long-term incentive), other periodic compensation, and contributions to pension allowances. 
Refer to note 19 in chapter 5 for more information.  
 
Base compensation  
The remuneration policy for members of the Executive Board permits the base compensation to be 
adjusted in line with the average increase in the collective labour agreements adopted by the larger TNT 
entities in Europe. Although the developments in the collective labour agreements allowed for an 
increase of the base compensation, the Supervisory Board decided that the annual base compensation 
for members of the Executive Board remained unchanged. The base compensation of members of the 
Executive Board has remained unchanged since 2011.  
 
The 2015 annual base compensation for Mr Gunning and Mr De Vries amounted to €750,000 and 
€500,000, respectively.

Governance 
Chapter 4 
 
 
 
52 
Variable income  
Short-term incentive  
The 2015 short-term incentive focuses entirely on financial targets comprising: 
– 70% company results  
– 30% net cash flow 
 
The reward for ‘on target’ performance amounts to 100% of the annual base compensation, which is the 
maximum entitlement.  
 
The Supervisory Board has assessed and scored the 2015 performance against the set targets and 
objectives, and determined that the targets were not met. Therefore, no short-term incentive payout will 
occur.  
 
Bonus/matching plan  
In 2015, due to the fact that both Mr Gunning and Mr De Vries did not receive a 2014 short-term 
incentive, they were not eligible to participate in the bonus/matching plan.  
 
Long-term incentive 
On 29 April 2015, the Supervisory Board awarded conditional rights to shares to members of the 
Executive Board under the TNT performance share plan. 
 
The 2015 performance shares vest after a three-year period. The actual number of shares that vest 
depends on the performance of the following performance measures: 
– 50% financial target (for further information, refer to the remuneration policy above) measured on a 
three-year basis; and 
– 50% non-financial target(s), for 2015: a customer satisfaction target measured on an annual basis. 
For 2015, the Supervisory Board has assessed the performance and determined that performance 
exceeded the set non-financial target level.  
 
Pension  
Members of the Executive Board receive a gross pension allowance. For Mr Gunning and Mr De Vries, 
a monthly gross pension allowance of 25% of their monthly base compensation is made available.   
Mr Gunning and Mr De Vries do not participate in the TNT pension scheme.  
 
Severance  
The contractual severance payments for both Mr Gunning and Mr De Vries are in line with the 
remuneration policy.  
 
Other  
For the 2015 remuneration policy, the Supervisory Board had proposed to introduce shareholding 
guidelines, under which executives would be required to build up a minimum ownership of company 
shares. Such amendment of the remuneration policy would be submitted for approval to the Annual 
General Meeting of Shareholders. However, in view of the intended acquisition by FedEx, the proposal 
to introduce shareholding guidelines was withdrawn from the agenda of the 8 April 2015 meeting. 
According to the remuneration policy, the contracts of Mr Gunning and Mr De Vries include a ‘claw-back’ 
clause, which will apply in case of an erroneous variable remuneration payout.  
 
TNT has not granted loans or guarantees, including mortgage loans, to members of the Executive 
Board. There are no loans outstanding. 
 
2016 REMUNERATION POLICY  
 
On 7 April 2015, FedEx and TNT jointly announced the all-cash public offer from FedEx, to purchase all 
of the shares of TNT to acquire the company, subject to the terms, conditions and restrictions as set 
forth in the related Offer Memorandum, dated 21 August 2015.  
 
The following has been agreed with regards to the remuneration of the Executive Board members:  
– Until settlement the existing remuneration policy will continue to be effective and therefore there will 
be no changes in the remuneration of the Executive Board members.

Governance 
Chapter 4 
 
 
 
53 
– In line with the approved remuneration policy, the Supervisory Board has set challenging 
performance targets for the 2016 short-term incentive. In view of the FedEx Offer, which is expected 
to close in the first half of 2016, the Supervisory Board will at Settlement Date determine the 
achievement of the interim performance against the targets set, and if justified, award a pro rata 
short-term incentive in cash, to the members of the Executive Board. 
 
– Mr Gunning will resign as Executive Board member upon settlement of the FedEx Offer, 
notwithstanding his ongoing involvement as a member of the Integration Committee for a period of 
six months following the Settlement Date. Post settlement, Mr Gunning’s base compensation and 
pension allowance will not change compared to his current entitlements and he will not be entitled to 
any variable income. 
 
– Mr De Vries will remain on the Executive Board of TNT after settlement for a period of six months, 
after which his contract will be terminated. In addition, following settlement his compensation will no 
longer have a variable component and he will therefore, from that moment on, not be entitled to 
participate in the applicable variable income policy. With regard to Mr De Vries’ continued role as 
member of the Executive Board, transitional CFO, and member of the Integration Committee for a 
period of six months post settlement, it was approved at the Extraordinary Meeting of Shareholders 
held on 5 October 2015, to grant Mr De Vries, instead of the variable income components, a one-off 
retention bonus of €250,000 gross, payable six months following the Settlement Date. This implies a 
change to the remuneration policy, which is subject to the condition that the FedEx Offer is declared 
unconditional and settlement has taken place, and will be effective as per the Settlement Date. Post 
settlement, Mr De Vries’ base compensation and pension allowance will not change. 
 
– Following settlement, in line with the remuneration policy as approved by the general meeting of 
shareholders, Mr Gunning and Mr De Vries qualify for a change in control severance payment equal 
to the sum of the last annual base compensation and pension contribution, plus the average bonus 
received over the last three years, multiplied by two. The change in control severance payment will 
be paid as per the Settlement Date. TNT will fully comply with the act on severance payments 
(article 32bb Dutch Wage Tax Act 1964 – ‘Wet op de loonbelasting 1964’). 
 
– As published in the Offer Memorandum and in accordance with the applicable plan rules: (i) all share 
rights held by the Executive Board members will vest on the Settlement Date, provided that for the 
2015 share rights, vesting will occur and become payable on a time pro rata parte basis up to the 
Settlement Date (calculated on a monthly basis); and (ii) the vesting will be settled in cash rather 
than in shares, based on the offer price. 
 
– It has been decided that TNT will fully apply the Dutch law requirements for listed companies 
regarding the elimination of personal gain in the case of a change in control under the claw-back and 
ultimum remedium act (‘claw-back act’) to the cash-settled vesting of the equity rights held by the 
Executive Board members.  
 
For completeness sake, no additional bonus entitlement or similar will be paid to the members of the 
Executive Board in relation to a successful closure of the intended acquisition by FedEx.  
 
REMUNERATION – SUPERVISORY BOARD  
 
According to the TNT remuneration policy, the remuneration of members of the Supervisory Board 
comprises base pay and meeting fees. For meetings of the committees of the Supervisory Board, 
members receive a fee per attended meeting. Members of the Supervisory Board do not receive 
meeting fees for regular Supervisory Board meetings. However, meeting fees are paid for Supervisory 
Board meetings over and above the usual business calendar in order to compensate for the additional 
workload. The meeting fee for an additional meeting amounts to €2,500 for the chairman and €1,500 for 
the other members of the Supervisory Board.  
 
In 2015, the level of the remuneration of the Supervisory Board remained unchanged. The 
compensation of the members of the Supervisory Board will be benchmarked every three years. The 
2015 remuneration for the Supervisory Board is set out in the following table:

Governance 
Chapter 4 
 
 
 
54 
Remuneration - Supervisory Board
Base fee
Additional 
meeting fee
Chairman
60,000
2,500
Member
45,000
1,500
Committees
Regular 
meeting fees
Audit 
Chairman
2,500
Remuneration
Member
1,500
Chairman's and Nomination
Chairman
1,500
Member
1,000
(in € )
 
 
The fixed travel allowance for intercontinental travel by any member of the Supervisory Board domiciled 
outside Europe is €2,500 for every meeting attended. For members domiciled in Europe, outside the 
Netherlands, the travel allowance is €1,500 for every meeting attended. 
 
Members of the Supervisory Board do not receive any compensation related to performance and/or 
equity and do not accrue any pension rights with TNT. Members of the Supervisory Board do not 
receive any severance payments in the event of termination or removal by the general meeting of 
shareholders. TNT does not grant loans, including mortgage loans or guarantees, to any member of the 
Supervisory Board.  
 
Refer to note 19 in chapter 5 for more information on the remuneration of the members of the 
Supervisory Board. 
 
In view of the intended acquisition by FedEx, subject to the condition that the FedEx Offer is declared 
unconditional, the following was agreed at the Extraordinary General Meeting of Shareholders on 5 
October 2015:  
– Mr Burgmans, Ms Harris, Mr King and Mr Vollebregt will voluntarily step down as members of the 
Supervisory Board effective as per the Settlement Date. 
– Mr Levy and Ms Scheltema will both remain on the Supervisory Board and will be regarded as 
independent within the meaning of the Dutch Corporate Governance Code. The independent 
members will continue to serve on the Supervisory Board for at least three years as of the 
commencement of the FedEx Offer. They will be charged particularly with monitoring the compliance 
with the non-financial covenants in relation to the FedEx Offer and will have certain veto rights with 
respect to the non-financial covenants and post-offer restructuring that could lead to dilution or 
unequal treatment of minority shareholders.  
– The following three persons, identified by FedEx, have been appointed as Supervisory Board 
members of TNT post settlement: Mr Cunningham, Ms Richards and Mr Bronczek (chairman).

Governance 
Chapter 4 
 
 
 
55 
V. RISK MANAGEMENT 
 
Doing business inherently involves taking risks. By managing these risks, TNT strives to secure a 
sustainable performance. Therefore, TNT operates a risk management framework that allows 
management to tolerate risks in a controlled manner, which is an essential element of its corporate 
governance and strategy development. 
 
The Executive Board, supported by senior management and dedicated risk management employees, is 
responsible for identifying, prioritising and mitigating risks and for the establishment and maintenance of 
a robust risk management system. In 2015, risks and uncertainties that had an important impact on TNT 
have been disclosed in the respective sections within this annual report, particularly in the Report of the 
Executive Board. Refer to chapter 1 for more information. 
 
RISK MANAGEMENT FRAMEWORK 
 
TNT has embedded the Committee of Sponsoring Organisations of the Treadway Commission (COSO) 
Enterprise Risk Management (ERM) – Integrated Framework (2004) as the foundation of its risk 
management framework. Through the company’s risk management framework and control systems (as 
described in section III), the Executive Board aims to provide reasonable assurance that strategic and 
business objectives can be achieved. The Executive Board reviews the risk management framework 
and the company’s main risks on a regular basis. For those risks deemed to be material, comprehensive 
mitigating action plans are developed and reviewed on a quarterly basis to ensure that these are 
sufficient. At least annually, the Executive Board discusses its risk management framework and 
company risks with the Audit Committee and the Supervisory Board as well as with the external auditor. 
 
Risk appetite 
The Executive Board formalised the risk appetite of TNT using the COSO-ERM risk categories and 
determined that the risk appetite varies between zero and moderate depending on the risk category: 
 
Risk appetite table 
Risk category  
Category description 
Risk appetite 
Strategic risk 
Risk relating to prospective earnings and capital 
arising from strategic changes in the business 
environment and from adverse strategic business 
decisions. 
Moderate 
Operational risk 
Risk relating to current operational and financial 
performance and capital arising from inadequate or 
failed internal processes, people and systems or 
external events.   
Low - moderate 
Financial risk 
Risk relating to financial loss due to the financial 
structure, cash flows and financial instruments of the 
business (including capital structure, insurance and 
fiscal structure) which may impair its ability to provide 
an adequate return. 
Low 
Compliance risk 
Risk resulting from non-compliance with relevant laws 
and regulations (including health and safety), internal 
policies and procedures. 
Zero - low tolerance 
 
 
Throughout 2015, the company reviewed its risk profile on a regular basis. As input, the Executive 
Board used the outcome of the risk assessments performed with the members of the Management 
Board, functional areas, entities and the project teams managing key strategic projects. 
 
Risk factors 
This section describes the main risks TNT is facing as outlined in section IV of chapter 1. Risks have 
been classified by the COSO-ERM risk categories and divided into specific and inherent risks. Specific 
risks are risks that the Executive Board believes could negatively impact short-term to medium-term 
objectives. Inherent risks are risks that are constantly present in the business environment and are 
considered sufficiently material to require disclosure and management.

Governance 
Chapter 4 
 
 
 
56 
Summary of main risks 
Specific risks 
Inherent risks 
Strategic risks 
– Risks related to execution of strategy,  
– Deterioration of economic conditions 
 
restructuring or other change 
– Changing customer preferences or  
 
management programmes 
 shipping patterns 
– Risks related to closure or disposal 
– Intensifying competition in the CEP market 
 
of certain businesses 
 
 
 
Operational risks 
– Inaccurate forecasting of infrastructure  
– Increase in security requirements 
 
requirements 
– Volatility in fuel prices and energy costs 
– Loss of/unavailability of suitable  
 
 
key suppliers or subcontractors 
 
– Failures in key infrastructures and 
 
 
networks 
 
– Potential impact of accidents and 
 
 
incidents 
 
 
 
Financial risks 
– Inadequate insurance coverage  
– Volatility in the financial market 
 
 
Compliance risks 
 
– Negative exposure from (changes in)  
 
 regulatory, political and other  
 
 environments  
 
– Non-compliance with company policies,  
 
 and/or external laws and regulations 
 
– Negative outcome of various claims and  
 
 lawsuits 
 
 
 
TNT assesses risks according to their impact, net of the related mitigating actions. The resulting impact 
could comprise a material direct or indirect adverse effect on TNT’s business, operations, volumes, 
financial condition and performance, reputation and/or other interests.  
 
The risks listed are not exhaustive, and additional risks and uncertainties not presently known to TNT or 
that it currently deems immaterial, may also have or develop a material adverse effect on its business, 
operations, financial condition or performance, or other interests. Similarly, the mitigating actions 
mentioned are not exhaustive, may be ineffective and may be adjusted from time to time, and their 
inclusion in this section does not create any legal obligation for the company. The sequence in which 
these risks and mitigating actions are presented in no way reflects any order of importance, chance or 
materiality.

Governance 
Chapter 4 
 
 
 
57 
Strategic risks 
Risk description 
Mitigating action 
Risks associated with the execution of strategy, 
restructuring or other change management programmes 
could affect TNT’s revenue, profitability and financial 
position 
Identified risks: 
 
– 
Reduced benefits due to design failures or 
– 
Involving qualified senior management and  
 
inaccurate estimates of revenue benefits 
 
personnel in all major projects 
 
and/or cost savings 
– 
Closely monitoring restructuring programmes 
– 
Reduced investments compared to  
 
 
by a dedicated programme office that tracks 
 
plan, impacting the overall (revenue) 
 
progress and plans resources which  
 
benefits and/or cost savings 
 
enables timely adjustments 
– 
Unexpected costs (including impairment of 
– 
Proactively involving employee  
 
intangible or tangible assets), liabilities  
 
representative bodies at an early stage 
 
and cash outflows 
– 
Developing employee engagement,  
– 
Negative staff or supplier reactions 
 
maintaining and investing in professional  
 
(including strikes and work stoppages) 
 
learning and development programmes  
– 
Management distraction due to 
– 
Utilising structured succession planning  
 
organisational and other changes 
 
and development of future leaders 
– 
Failure to retain and attract key employees 
– 
Increasing investments in IT and  
– 
Inadequate IT capacity and capability 
 
diversification of the IT supply base (including 
– 
Deficiencies in the control 
 
development of alternative providers) 
 
environment 
 
 
 
Risks associated with closure or disposal of certain 
businesses could affect TNT’s revenue, profitability and 
financial position 
Identified risks: 
 
– 
Unexpected costs (including impairment of 
– 
Carefully analysing, planning and executing 
 
intangible or tangible assets), liabilities  
 
closure or divestment proposals 
 
and cash outflows 
– 
Monitoring execution by senior management 
– 
Business disruption 
– 
Maintaining ongoing communication with  
– 
Loss of key relationships 
 
key customers and suppliers 
– 
Loss of management and staff in affected 
– 
Maintaining transparent and frequent  
 
businesses 
 
communication with management and staff 
– 
Inability to sell business held for sale 
– 
Paying continued attention to business  
 
 
performance during the disposal process 
Deterioration of the economy, either globally or in 
specific geographies could affect TNT’s revenue and 
profitability 
Identified risks: 
 
– 
High volatility and/or prolonged downturns 
– 
Closely monitoring all market developments 
 
in regions in which TNT operates,  
– 
Implementing profit improvement  
 
causing decline in demand for express  
 
programmes and other cost reducing  
 
volumes and/or significant changes in 
 
initiatives 
 
product mix 
– 
Further expanding TNT’s flexible 
– 
Customers’ or suppliers’ solvency  
 
cost base 
 
problems 
– 
Diversifying suppliers and subcontractors 
 
– 
Actively monitoring customers’ and suppliers’ 
 
 
solvency 
Changing customer preferences or shipping patterns 
could affect TNT’s revenues and profitability  
Identified risks: 
 
– 
Further shift in volumes, for example from 
– 
Monitoring trends and shipping patterns 
 
Express to Economy Express or from B2B 
– 
Maintaining close contact with customers 
 
to B2C services 
– 
Flexibility to adjust network and local  
– 
Inability to realise the targeted customer 
 
operations to meet new service requirements 
 
mix 
– 
Operating a company-wide service delivery 
– 
Loss of customers if service offering no  
 
improvement programme 
 
longer matches their demands 
– 
Enhancing the company’s Economy Express 
– 
Inadequate cover of changing trade lanes 
 
service offering  
 
– 
Building a selective service offering for B2C 
 
– 
Developing and maintaining access to 
 
 
third-party suppliers with complementary 
 
 
capabilities

Governance 
Chapter 4 
 
 
 
58 
Strategic risks (continued) 
Risk description 
Mitigating action 
Intensifying competition in the CEP market may put 
downward pressure on volumes and prices   
Identified risk: 
 
– 
Targeted actions by global or low-cost 
– Monitoring markets and competitors 
 
competitors 
– Implementing cost reductions to increase  
 
competitiveness  
– Establishing country level Strategic Pricing 
Reviews to support a market based approach 
– Focusing on yield improvement activities 
 
Operational risks 
Risk description 
Mitigating action 
Inaccurate forecasting of infrastructure requirements, 
such as road and air hubs, aircraft, vehicles, depots and 
IT, could result in excess or insufficient capacity and 
affect TNT’s profitability 
Identified risks: 
 
– 
Cost of excess capacity 
– Forecasting volumes for short, medium 
– 
Opportunity costs of capacity constraints  
 
and long term 
 
(growth constraints, operational  
– Developing alternative uses for capacity 
 
disruptions, inability to meet contractual  
– Maintaining consistent, cross-functional  
 
commitments, contingencies) 
 
budgeting and forecasting cycles 
– 
Inadequate airport slots, air traffic control  
– Sourcing from multiple suppliers locally and  
 
slots, and operating flexibility 
 
globally 
 
– Working with subcontractors and other  
 
 
third-party suppliers that have the ability to  
 
 
adjust their capacity in the short term 
 
– Executing network planning as core  
 
 
competency, with designated managers  
 
 
on a global and regional level  
Loss of /the unavailability of key suppliers and 
subcontractors could impact TNT’s ability to deliver 
Identified risks: 
 
– 
Dependency on a key supplier or  
– Sourcing from multiple suppliers 
 
subcontractor who turns insolvent or  
– Implementing contingency plans to enable 
 
bankrupt 
 
seamless transfer to alternative suppliers 
– 
Asymmetric negotiations with a key  
– Screening and monitoring suppliers closely 
 
supplier due to dependency 
– Utilising longer-term contractual  
 
 
arrangements where appropriate 
TNT’s services are time-critical. Network and IT 
disruptions in key infrastructure facilities may lead to its 
inability to deliver according to customer expectations 
and contractual obligations  
Identified risks: 
 
– 
Disruption or breakdown of concentrated 
– Actively monitoring and identifying 
 
(hub) infrastructure facilities, owned or  
 
potentially disruptive events  
 
third party 
– Investing in preventive measures 
– 
Disruption in subcontractor operations 
– Implementing business continuity plans 
– 
Failure of IT infrastructure and applications  
– Maintaining a global and local crisis response  
 
 
organisation including back-up facilities 
 
 
and networks 
Accidents and incidents resulting in fatalities, injuries or 
damages could negatively impact TNT’s operations, 
profitability and/or reputation 
Identified risks: 
 
– 
Road traffic accidents 
– 
Investing in fleet, systems, procedures and 
– 
Aircraft accidents  
 
training relating to operational processes,  
– 
Incidents from the transport of (hazardous) 
 
health and safety 
 
materials 
– 
Complying with external and internal health  
– 
Loss of consignments 
 
and safety rules and policies 
 
– 
Reporting and analysing all accidents and 
 
 
incidents, ensuring continuous improvement 
 
– 
Executing a company-wide health and safety 
 
 
improvement programme and promoting a  
 
 
safety culture

Governance 
Chapter 4 
 
 
 
59 
Operational risks (continued) 
Risk description 
Mitigating action 
A terrorist attack or increased security requirements 
could negatively affect TNT’s profitability and/or 
reputation 
Identified risks: 
 
– 
Staff or third-party injuries or fatalities due  
– 
Strictly adhering to security policies,  
 
to terrorist attack 
 
processes, procedures and systems  
– 
Costs or operating restrictions due to 
 
(including supporting training, monitoring 
 
additional or changing rules and  
 
and auditing) 
 
regulations for the transportation industry 
– 
Investing in security personnel and  
– 
Criminal acts against TNT which puts staff, 
 
equipment 
 
property or customer consignments at risk 
– 
Maintaining a continuous dialogue with 
 
 
authorities and participating in industry 
 
 
associations on changes in security rules 
Volatility in the price of fuel, energy or CO2 emission 
rights may adversely affect TNT’s operations and/or 
profitability 
Identified risk: 
 
– 
Large dependency on road and air  
– 
Implementing company-wide fuel and  
 
transportation  
 
energy efficiency measures 
 
– 
Ensuring application of fuel surcharges to  
 
 
mitigate cost impact  
 
– 
Renegotiate and amend supplier contracts to 
 
 
include a fuel index, creating a ‘natural hedge’ 
 
Financial risks 
Risk description 
Mitigating action 
Inadequate insurance coverage could affect TNT’s 
profitability 
Identified risk: 
 
– 
Size and scope of insurance policy is 
– 
Utilising an in-house captive insurance 
 
inadequate to meet nature or size  
 
company for additional coverage 
 
of damage claims 
– 
Continuous review of possible exposures and 
 
 
insuring ‘catastrophe exposures’ externally 
 
– 
Retaining several external insurers with a  
 
 
rating of A or higher 
Volatility and unfavourable movements of the financial 
markets may have a negative impact on TNT’s ability to 
fund and cost of funding   
Identified risks: 
 
– 
Fluctuations in exchange rates and  
– 
Monitoring of capital investments in context  
 
interest rates 
 
of capital structure 
– 
Downgrade of TNT’s credit ratings 
– 
Maintaining hedging arrangements to  
– 
Break-up of/change of eurozone 
 
limit intragroup and external financial 
 
and its currency  
 
currency and interest exposures. Operational 
 
 
foreign currency cash flow exposures are  
 
 
mostly not hedged 
 
– 
Maintaining headroom under committed 
 
 
longer-term revolving credit facilities 
 
– 
Striving for a solid capital structure  
 
 
reflected in a long-term credit rating target of 
 
 
– 
BBB+ by S&P and Baa1 by Moody’s 
Continuous monitoring of political and capital 
market developments  
 
– 
Refer to note 29 in chapter 5

Governance 
Chapter 4 
 
 
 
60 
Compliance risks 
Risk description 
Mitigating action 
TNT’s global presence exposes it to a variety of 
regulatory, political and other environments which may 
affect its business and operations  
Identified risks: 
 
– 
Changes in regulatory requirements,  
– Monitoring and adapting to relevant 
 
practices and procedures, in 
 
(changes in) rules and regulations 
 
areas such as transportation, trade, 
– Maintaining a dialogue with authorities and 
 
anti-trust, labour, data protection, business 
 
participating in industry associations 
 
licensing, foreign ownership, health and  
– Implementing a company-wide compliance 
 
safety, taxes, limited liability for loss, export 
controls, sanctions, customs and security 
 
system, including training and reporting 
procedures 
– 
Unfavourable policies and regulations  
 
 
related to environment and climate change 
 
– 
Restrictions on the use of vehicles during 
 
 
parts of the day or week 
 
– 
Underdeveloped judiciary and legal 
 
 
infrastructure in specific emerging markets 
 
 
 
Non-compliance with internal policies and/or external 
laws and regulations by employees, subcontractors or 
third-party suppliers could result in financial losses, 
loss of customers, sanctions or reputational damage  
Identified risks: 
 
– 
Unwanted involvement in anti-competitive  
– Maintaining company-wide business 
 
actions  
 
principles, control frameworks, compliance  
– 
Non-compliance with applicable social 
 
policies, guidelines and integrity programmes  
 
security or fiscal regulations 
 
including representations and training, audits 
– 
Classification of subcontractors or their 
 
and complaints procedures 
 
employees as employees of TNT 
– Communicating and implementing business  
 
 
principles and related guidelines towards  
 
 
subcontractors and third-party suppliers 
 
– Maintaining a global whistleblower procedure 
The nature of its business exposes TNT to the potential 
for claims and litigations in a wide variety of areas, 
which could affect TNT’s profitability and reputation 
Identified risks: 
 
– 
Claims from/litigations by partners or third 
– 
Maintaining company-wide business 
 
parties in relation to partnerships or 
 
principles, legal and other control frameworks, 
 
potential partnerships, acquisitions or 
 
compliance policies, guidelines and integrity  
 
divestments 
 
programmes including representations and  
– 
Customers claiming contractual obligations  
 
training, audits and complaints procedures 
 
have not been met 
– 
Investing in operational excellence 
– 
Claims from public authorities and other 
– 
Reporting quarterly material contracts and 
 
third parties in relation to TNT’s local 
 
claims and litigations 
 
operations 
– 
Centrally involving senior management in 
– 
TNT may be held liable for PostNL 
 
claim and litigation resolution 
 
obligations outstanding at the date of the 
 
 
demerger of TNT N.V. in 2011

61 
CHAPTER 5 STATEMENTS 
  
I. FINANCIAL STATEMENTS 
62 
II. CORPORATE RESPONSIBILITY STATEMENTS 
137

Statements 
Chapter 5 
 
 
62   
I. FINANCIAL STATEMENTS 
 
Consolidated statement of financial position 
63 
Consolidated income statement 
64 
Consolidated statement of comprehensive income 
64 
Consolidated statement of cash flows 
65 
Consolidated statement of changes in equity 
66 
Notes to the Consolidated financial statements 
67 
 
Notes to the Consolidated statement of financial position 
80 
1  Intangible assets 
80 
2  Property, plant and equipment 
82 
3  Financial fixed assets 
83 
4  Inventory 
83 
5  (Trade) accounts receivable 
84 
6  Prepayments and accrued income 
84 
7  Cash and cash equivalents 
85 
8  Assets held for disposal and Liabilities related to assets held for disposal 
85 
9  Equity 
85 
10  Pension assets and provisions for pension liabilities 
87 
11  Other provisions 
91 
12  Long-term debt 
91 
13  Other current liabilities 
92 
14  Accrued current liabilities 
92 
 
Notes to the Consolidated income statement 
93 
15  Net sales 
93 
16  Other operating revenue 
93 
17  Other income 
93 
18  Salaries and social security contributions 
93 
19  Remuneration of members of the Supervisory Board and Executive Board 
96 
20  Depreciation, amortisation and impairments 
99 
21  Other operating expenses 
99 
22  Net financial (expense)/income 
99 
23  Income taxes 
100 
 
Notes to the Consolidated statement of cash flows 
102 
24  Net cash from/(used in) operating activities 
102 
25  Net cash used in investing activities 
102 
26  Net cash used in financing activities 
103 
27  Reconciliation to cash and cash equivalents 
103 
 
Additional notes 
104 
28  Commitments and contingencies 
104 
29  Financial risk management 
106 
30  Financial instruments 
109 
31  Earnings per share 
111 
32  Disclosure on interest in other entities 
112 
33  Related party transactions and balances 
113 
34 Segment information 
116 
35  Subsequent events 
119 
36  Fiscal unity in the Netherlands 
119 
 
TNT Express N.V. Corporate balance sheet/Corporate income statement 
121 
Notes to the Corporate balance sheet and income statement 
122 
37  Investments in Group companies 
122 
38  Equity 
123 
39  Provision for pension liabilities 
123 
40  Accounts receivable from Group companies and Accounts payable to Group companies                            
   124 
41  Wages and salaries 
124 
42 Commitments not included in the balance sheet 
124 
43 Subsidiaries and associated companies at 31 December 2015 
125 
 
Other information 
126

Statements 
Chapter 5  
 
 
 
63   
Consolidated statement of financial position
Notes
31 December 
2015
variance %
31 December 
2014
Assets
.
Non-current assets
Intangible assets 
(1)
Goodwill
1,006
1,007
Other intangible assets
136
110
Total
1,142
2.2
                
1,117
Property, plant and equipment
(2)
Land and buildings
425
441
Plant and equipment
314
204
Aircraft
119
156
Other
80
87
Construction in progress
57
50
Total
995
6.1
                
938
Financial fixed assets 
(3)
Investments in associates and joint ventures
18
17
Other loans receivable 
2
2
Deferred tax assets
(23)
172
198
Other financial fixed assets
13
14
Total
205
(11.3)
            
231
Pension assets
(10)
3
4
Total non-current assets
2,345
2.4
                
2,290
Current assets
Inventory
(4)
10
11
Trade accounts receivable 
(5)
1,050
968
Accounts receivable
(5)
140
127
Income tax receivable
(23)
53
46
Prepayments and accrued income
(6)
149
182
Cash and cash equivalents
(7)
464
652
Total current assets
1,866
(6.0)
              
1,986
Assets held for disposal
(8)
19
1
Total assets
4,230
(1.1)
              
4,277
Liabilities and equity
Equity  
(9)
Equity attributable to the equity holders of the parent
2,196
2,180
Non-controlling interests
5
12
Total equity
2,201
0.4
                
2,192
Non-current liabilities
Deferred tax liabilities
(23)
5
10
Provisions for pension liabilities
(10)
206
222
Other provisions
(11)
87
94
Long-term debt
(12)
103
166
Accrued liabilities
6
4
Total non-current liabilities
407
(17.9)
            
496
Current liabilities
Trade accounts payable
491
471
Other provisions
(11)
89
218
Other current liabilities 
(13)
377
290
Income tax payable
(23)
25
52
Accrued current liabilities
(14)
640
558
Total current liabilities
1,622
2.1
                
1,589
Liabilities related to assets held for disposal
(8)
0
0
Total liabilities and equity
4,230
(1.1)
              
4,277
(in € millions, except percentages)
 
 
The accompanying notes form an integral part of the financial statements.

Statements 
Chapter 5  
 
 
 
64   
Consolidated income statement
Year ended at 31 December
Notes
2015
variance %
2014
Net sales
(15)
6,674
              
6,472
             
Other operating revenues
(16)
240
                 
208
                
Total revenues
6,914
              
3.5
                     
6,680
             
Other income/(loss)
(17)
4
                     
17
                  
Cost of materials
(347)
                
(407)
               
Work contracted out and other external expenses
(3,897)
             
(3,623)
            
Salaries and social security contributions
(18)
(2,095)
             
(2,126)
            
Depreciation, amortisation and impairments
(20)
(201)
                
(210)
               
Other operating expenses
(21)
(340)
                
(417)
               
Total operating expenses
(6,880)
             
(1.4)
                    
(6,783)
            
Operating income/(loss)
38
                   
(86)
                 
Interest and similar income
15
                   
12
                  
Interest and similar expenses
(49)
                  
(36)
                 
Net financial (expense)/income
(22)
(34)
                  
(41.7)
                  
(24)
                 
Results from investments in associates and joint ventures
  (3)
7
                     
7
                    
Profit/(loss) before income taxes
11
                   
(103)
               
Income taxes
(23)
(67)
                  
(87)
                 
Profit/(loss) for the period
(56)
                  
70.5
                   
(190)
               
Attributable to:
Non-controlling interests
(6)
                    
5
                    
Equity holders of the parent
(50)
                  
74.4
                   
(195)
               
Earnings per ordinary share (in € cents)1
(9.1)
(35.7)
(in € millions, except percentages and per share data)
1Based on an average of 548,649,122 outstanding ordinary shares (2014: 546,396,949). Refer to note 31.
 
 
The accompanying notes form an integral part of the financial statements. 
 
Consolidated statement of comprehensive income
Year ended at 31 December
2015
variance %
2014
Profit/(loss) for the period
(56)
              
70.5
                
(190)
            
Other comprehensive income that will not be reclassified to the income 
statement
Pensions: Actuarial gains/(losses), before income tax
25
               
(146)
            
Income tax on pensions
(6)
                
37
               
Other comprehensive income items that are or may be reclassified to the 
income statement
Gains/(losses) on cash flow hedges, before income tax
8
                 
7
                 
Income tax on gains/(losses) on cash flow hedges
(3)
                
(2)
                
Currency translation adjustment, before income tax
57
               
84
               
Income tax on currency translation adjustment
0
                 
0
                 
Other comprehensive income for the period net of tax
81
               
505.0
              
(20)
              
Total comprehensive income for the period
25
               
111.9
              
(210)
            
Attributable to:
Non-controlling interests
(6)
                
5
                 
Equity holders of the parent
31
               
114.4
              
(215)
            
(in € millions, except percentages)

Statements 
Chapter 5  
 
 
 
65   
Consolidated statement of cash flows
Year ended at 31 December
Notes
2015
variance %
2014
Profit/(loss) before income taxes
11
               
(103)
            
Adjustments for:
Depreciation, amortisation and impairments
201
             
210
             
Amortisation of financial instruments/derivatives
2
                 
2
                 
Share-based compensation
(3)
                
5
                 
Investment income:
(Profit)/loss of assets held for disposal
(17)
(3)
                
(7)
                
(Profit)/loss on sale of Group companies
(1)
                
(7)
                
Interest and similar income
(15)
              
(12)
              
Foreign exchange (gains) and losses
9
                 
5
                 
Interest and similar expenses
40
               
31
               
Results from investments in associates and joint ventures
(7)
                
(7)
                
Changes in provisions:
Pension liabilities
2
                 
(10)
              
Other provisions
(86)
              
89
               
Changes in working capital:
Inventory
1
                 
0
                 
Trade accounts receivable
(79)
              
(2)
                
Accounts receivable
(13)
              
(16)
              
Other current assets
(2)
                
(28)
              
Trade accounts payable
16
               
29
               
Other current liabilities excluding short-term financing and taxes
36
               
67
               
Cash generated from operations
109
             
(55.7)
               
246
             
Interest paid
(39)
              
(31)
              
Income taxes received/(paid)
(76)
              
(109)
            
Net cash from/(used in) operating activities
(24)
(6)
                
(105.7)
             
106
             
Interest received
15
               
12
               
Acquisition of subsidiaries and joint ventures
0
                 
(1)
                
Disposal of subsidiaries and joint ventures
2
                 
39
               
Capital expenditure on intangible assets
(64)
              
(43)
              
Disposal of intangible assets
1
                 
2
                 
Capital expenditure on property, plant and equipment
(245)
            
(147)
            
Proceeds from sale of property, plant and equipment
38
               
14
               
Cash from financial instruments/derivatives
68
               
19
               
Other changes in (financial) fixed assets
19
               
(17)
              
Dividends received
7
                 
5
                 
Net cash from/(used in) investing activities
(25)
(159)
            
(35.9)
               
(117)
            
Proceeds from long-term borrowings
2
                 
12
               
Proceeds from short-term borrowings 
52
               
40
               
Repayments of short-term borrowings
(42)
              
(44)
              
Repayments of finance leases
(22)
              
(20)
              
Dividends paid
(12)
              
(21)
              
Net cash from/(used in) financing activities
(26)
(22)
              
33.3
                
(33)
              
Total changes in cash
(27)
(187)
            
(325.0)
             
(44)
              
(in € millions, except percentages)
 
 
The accompanying notes form an integral part of the financial statements.

Statements 
Chapter 5  
 
 
 
66   
Consolidated statement of changes in equity
Issued
share
capital
Additional
paid-in
capital
Legal
reserves
Other
reserves
Retained 
earnings
Total
equity
Balance at 31 December 2013
44
               
2,647
          
(84)
              
(69)
              
(125)
            
2,413
          
7
                 
2,420
          
Profit/(loss) for the period
(195)
            
(195)
            
5
(190)
            
Other comprehensive income/(loss)
89
               
(109)
            
(20)
              
(20)
              
Total comprehensive income/(loss)
89
               
(109)
            
(195)
            
(215)
            
5
                 
(210)
            
Final dividend previous year
(7)
                
(7)
                
(7)
                
Interim dividend
(15)
              
(15)
              
(15)
              
Compensation retained earnings
(125)
            
125
             
Legal reserves reclassifications
7
                 
(7)
                
Share-based payments
5
                 
5
                 
5
                 
Stock dividend
0
                 
(0)
                
0
0
Other
(1)
                
(1)
                
(1)
                
Total direct changes in equity
0
                 
(147)
            
7
                 
(3)
                
125
             
(18)
              
(18)
              
Balance at 31 December 2014
44
               
2,500
          
12
               
(181)
            
(195)
            
2,180
          
12
               
2,192
          
Profit/(loss) for the period
(50)
              
(50)
              
(6)
                
(56)
              
Other comprehensive income/(loss)
62
               
19
               
81
               
81
               
Total comprehensive income/(loss)
62
               
19
               
(50)
              
31
               
(6)
                
25
               
Final dividend previous year
(12)
              
(12)
              
(12)
              
Compensation retained earnings
(195)
            
195
             
Legal reserves reclassifications
12
               
(12)
              
Share-based payments
(5)
                
(5)
                
(5)
                
Stock dividend
0
                 
(0)
                
Other
2
                 
2
                 
(1)
                
1
                 
Total direct changes in equity
0
                 
(207)
            
12
               
(15)
              
195
             
(15)
              
(1)
                
(16)
              
Balance at 31 December 2015
44
               
2,293
          
86
               
(177)
            
(50)
              
2,196
          
5
                 
2,201
          
(in € millions)
Attributable to 
equity holders of 
the parent
   Non-
controlling 
interests
 
 
Refer to the accompanying notes 9 and 38 for further details on equity.

Statements 
Chapter 5  
 
 
 
67   
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 
GENERAL INFORMATION AND DESCRIPTION OF THE BUSINESS 
 
TNT Express N.V. is a public limited liability company domiciled in Amsterdam, the Netherlands. The 
consolidated financial statements include the financial statements of TNT Express N.V. and its 
consolidated subsidiaries (hereafter referred to as ‘TNT’, ‘Group’ or ‘the company’). The company was 
incorporated under the laws of the Netherlands and is listed on Euronext Amsterdam.  
 
For purposes of these consolidated financial statements, ‘TNT’ refers to the company and its 
subsidiaries. 
 
TNT operates in the Courier, Express and Parcel (CEP) market and collects, transports and delivers 
documents, parcels and palletised freight on a day-definite or time-definite basis. Its services are 
primarily classified by the speed, distance, weight and size of consignments. Whereas the majority of its 
shipments are between businesses (B2B), TNT also offers business-to-consumer (B2C) services to 
select key customers.  
 
The consolidated financial statements have been authorised for issue by TNT’s Executive Board and 
Supervisory Board on 16 February 2016 and are subject to adoption by the Annual General Meeting of 
Shareholders on 6 April 2016. 
 
Segment information 
In February 2014, as part of Outlook, and its Organise to Win initiative, TNT announced that its 
management structure would be further updated to create focused and accountable units, as such this 
led to a change in operating segments and subsequently to a change in reportable segments to: 
International Europe, International AMEA, Domestics and Unallocated, effective 1 October 2014. 
 
 The International Europe reportable segment is centrally led with integrated responsibility across 
Europe.  
 The International Asia, Middle East, Africa reportable segment is managed separately but operates 
in close co-operation with International Europe.  
 The Domestics reportable segment includes the domestic operations in France, Italy and the United 
Kingdom, as well as Brazil, Chile, Argentina, Australia and New Zealand. The domestic entity 
creates a dedicated focus on domestic operations, whilst keeping the synergies with the international 
activities.  
 The Unallocated segment consists of Other Networks (TNT Innight), Central Networks (European 
Road Network and European Air Network), IT and the TNT Head Office.  
 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 
 
The significant accounting policies applied in the preparation of these consolidated financial statements 
are set out below. These policies have been consistently applied to all the years presented, unless 
otherwise stated. All amounts included in the financial statements are presented in euro, unless 
otherwise stated. 
 
Basis of preparation 
The consolidated financial statements of TNT have been prepared in accordance with International 
Financial Reporting Standards (IFRS), as endorsed by the European Union. IFRS includes the 
application of International Financial Reporting Standards and International Accounting Standards (IAS), 
related Interpretations of the International Financial Reporting Interpretations Committee (IFRIC) and 
Interpretations of the Standing Interpretations Committee (SIC). The consolidated financial statements 
have been prepared under the historical cost convention except for financial instruments and assets 
held for disposal.  
 
The preparation of financial statements in conformity with IFRS requires the use of certain critical 
accounting estimates. It also requires management to exercise its judgment in the process of applying 
TNT’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas 
where assumptions and estimates are significant to the consolidated financial statements are disclosed 
in the ‘Critical accounting estimates and judgments in applying TNT’s accounting policies’ section. 
 
The International Accounting Standards Board (IASB) has issued certain International Financial 
Reporting Standards or amendments thereon and the IFRIC has issued certain interpretations. The 
impact of changes, when adopted by the European Union, on TNT’s consolidated financial statements 
has been assessed.

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Changes in accounting policies and disclosures 
 
a) New and amended standards and interpretations adopted by TNT 
 
 IFRIC 21, ‘Levies’, provides guidance on when to recognise a liability for a levy imposed by a 
government, both for levies that are accounted for in accordance with IAS 37 ‘Provisions, Contingent 
Liabilities and Contingent Assets’ and those where the timing and amount of the levy is certain. As of 
1 January 2015, TNT has adopted IFRIC 21. This did not have a material impact on the consolidated 
financial statements. 
 
 IAS 19, ‘Employee Benefits’ has been amended regarding treatment of employee contributions in 
defined benefit plans. The amendment aims to simplify the calculation of employee contributions. As 
of 1 January 2015, TNT has adopted the amendment. This did not have a material impact on the 
consolidated financial statements. 
 
b) New standards, amendments and interpretations not yet adopted 
 
A number of new standards, amendments and interpretations have been issued but are not yet effective 
for the financial year beginning 1 January 2015 and are not early adopted by TNT. The items applicable 
are presented below: 
 
 IFRS 9, ‘Financial Instruments’, addresses the classification, measurement and recognition of 
financial assets and financial liabilities. The complete version of IFRS 9 was issued in July 2014. 
IFRS 9 includes revised guidance on the classification and measurement of financial instruments, a 
new expected credit loss model for calculating impairment on financial assets, and new general 
hedge accounting requirements. It also carries forward the guidance on recognition and 
derecognition of financial instruments from IAS 39. The standard is effective for accounting periods 
beginning on or after 1 January 2018, with early adoption permitted. TNT is yet to assess the impact 
of IFRS 9. 
 
 IFRS 15, ‘Revenue from Contracts with Customers’, establishes a comprehensive framework for 
determining whether, how much and when revenue is recognised. IFRS 15 was issued in May 2014 
and an amendment on the effective date was issued in September 2015. The standard replaces 
existing revenue recognition guidance, including IAS 18 ‘Revenue’, IAS 11 ‘Construction Contracts’ 
and IFRIC 13 ‘Customer Loyalty Programmes’. The standard is effective for accounting periods 
beginning on or after 1 January 2018, with early adoption permitted. TNT is yet to assess the impact 
of IFRS 15. 
 
 IFRS 16, ‘Leases’, replaces the existing guidance in IAS 17 ‘Leases’. IFRS 16 was issued in January 
2016, and eliminates the dual accounting model for lessees, bringing most leases on-balance in the 
financial statements of the lessee. The standard is effective for accounting periods beginning on or 
after 1 January 2019, with early adoption permitted if IFRS 15 ‘Revenue from Contracts with 
Customers’ is also adopted. TNT is yet to assess the impact of IFRS 16. 
 
There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to 
have a material impact on the Group. 
 
Consolidation 
The consolidated financial statements include the financial numbers of TNT Express N.V. and its 
subsidiaries, associates and joint ventures and have been prepared using uniform accounting policies 
for similar 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. A complete list of subsidiaries, associates and joint ventures included in TNT’s 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 of Book 2 of the Dutch 
Civil Code. 
 
As the financial statements of TNT Express N.V. are included in the consolidated financial statements, 
the corporate income statement is presented in an abridged form (article 402 of Book 2 of the Dutch 
Civil Code). 
 
Subsidiaries, associates and joint ventures 
Subsidiaries are all entities (including structured entities) over which TNT has control. TNT controls an 
entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has 
the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated

Statements 
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69   
from the date on which control is transferred to TNT. They are deconsolidated from the date that control 
ceases.  
An associate is an entity that is neither a subsidiary nor an interest in a joint venture, over which 
commercial and financial policy decisions TNT has significant influence. Significant influence is the 
power to participate in financial and operating policy decisions of an entity but is not control or joint 
control over those policies. TNT’s share of results of all significant associates is included in the income 
statement using the equity method. The carrying value of TNT’s share in associates includes goodwill 
on acquisition and changes to reflect TNT’s share in net earnings of the respective companies, reduced 
by dividends received. TNT’s share in non-distributed earnings of associates is included in net 
investment. When TNT’s 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 TNT is 
bound by guarantees or other undertakings in relation to the associate.  
 
A joint venture is a contractual arrangement whereby TNT and one or more other parties undertake an 
economic activity subject to joint control. Joint ventures in which TNT participates with other parties are 
accounted for in the same manner as associates, using the equity method.  
 
Business combinations 
TNT applies the acquisition method to account for business combinations. The consideration transferred 
for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the 
former owners of the acquiree and the equity interests issued by the Group. The consideration 
transferred includes the fair value of any asset or liability resulting from a contingent consideration 
arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business 
combination are measured initially at their fair values at the acquisition date.  
The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, 
either at fair value or at the non-controlling interest’s proportionate share of the recognised amounts of 
the acquiree’s identifiable net assets.  
Acquisition-related costs are expensed as incurred.  
 
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s 
previously held equity interest in the acquiree is remeasured to fair value at the acquisition date; any 
gains or losses arising from such remeasurement are recognised in profit or loss.  
 
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition 
date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an 
asset or liability is recognised in accordance with IAS 39 either in profit or loss or as a change to other 
comprehensive income. Contingent consideration that is classified as equity is not remeasured, and its 
subsequent settlement is accounted for within equity.  
 
The excess of the consideration transferred over the fair value of TNT’s share of the identifiable net 
assets of the subsidiary is recorded as goodwill. If the cost of acquisition is less than the fair value of 
TNT’s share of the net assets of the subsidiary acquired, the difference is recognised directly in the 
income statement.  
 
TNT treats transactions with non-controlling interests as transactions with equity owners. For purchases 
from non-controlling interests, the difference between any consideration paid and the relevant share 
acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on 
disposals to non-controlling interests are also recorded in equity.  
 
When TNT ceases to have control or significant influence, any retained interest in the entity is 
remeasured to its fair value, with the change in carrying amount recognised in income statement. The 
fair value of the investment at the date on which it ceases to be an associate or a joint venture is 
regarded as its fair value on initial recognition as a financial asset in accordance with IAS 39. In addition, 
any amounts previously recognised in other comprehensive income in respect of that entity, are 
accounted for as if TNT had directly disposed of the related assets or liabilities. This could lead to a 
reclassification of amounts previously recognised in other comprehensive income to the income 
statement. 
 
Losses applicable to the non-controlling interest in excess of its share of the subsidiary’s equity are 
allocated against TNT’s interests except to the extent that the non-controlling interest has a binding 
obligation and is able to make an additional investment to cover the losses. Subsidiaries’ accounting 
policies have been changed where necessary to ensure consistency with TNT’s accounting policies.

Statements 
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70   
Functional currency and presentation currency 
Items included in the financial statements of all TNT’s entities are measured using the currency of the 
primary environment in which the entity operates (‘the functional currency’). The consolidated financial 
statements are presented in euro, which is the functional and presentation currency of TNT. 
 
Foreign currency transactions and balances 
Foreign currency transactions are translated into the functional currency using the exchange rates 
prevailing at the date of the transactions. Monetary assets and liabilities in foreign currencies are 
translated to the functional currency using year-end exchange rates.  
 
Foreign currency exchange gains and losses resulting from the settlement of foreign currency 
transactions and balances and from the translation at year-end exchange rates are recognised in the 
income statement, except for qualifying cash flow hedges and qualifying net investment hedges that are 
directly recognised in equity. 
 
Foreign operations 
The results and financial position of all TNT entities (none of which has the currency of a 
hyperinflationary economy) with a functional currency different from the presentation currency are 
translated into the presentation currency as follows:  
 assets and liabilities are translated at the closing exchange rate; 
 income and expenses are translated at average exchange rates; and 
 the resulting exchange differences based on the different ways of translation between the statement 
of financial position and the income statement are recognised as a separate component of equity 
(translation reserve).  
 
Foreign currency 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 recognised in other comprehensive income. When a foreign operation is sold, such exchange 
differences are recognised in the income statement as part of the gain or loss on the sale.  
 
Goodwill and fair value adjustments arising from the acquisition of a foreign entity are treated as assets 
and liabilities of the foreign entity and are translated at the closing exchange rate. 
 
Intangible assets 
Goodwill 
Goodwill represents the excess of the cost of acquisition over the fair value of the share of the 
identifiable net assets acquired by TNT. Goodwill on acquisitions of subsidiaries is included in intangible 
assets. Goodwill on acquisition of associates and joint ventures is included in the carrying amount of 
investments in associates and joint ventures.  
 
Goodwill is recognised as an asset and, although it is not amortised, it is reviewed for impairment 
annually and whenever there is a possible indicator of impairment. Any impairment is recognised 
immediately in the income statement and is not subsequently reversed. Goodwill is carried at cost less 
accumulated impairment losses. On disposal of an entity any residual amount of goodwill is included in 
the determination of the profit or loss on disposal. 
 
Goodwill arising on acquisitions before the date of transition to IFRS has been retained at the previous 
historical values, as no adjustment was required on transition. These have also been subject to 
impairment tests at that date and will continue to be, at least, annually.  
 
Other intangible assets 
Costs related to the development and installation of software for internal use are capitalised at historical 
cost and amortised, using the straight-line method, over the estimated useful life. Apart from software, 
other intangible assets mainly include customer relationships, software under construction and licences. 
Other intangible assets acquired in a business combination are recognised at fair value at the 
acquisition date. 
 
Software under construction is reclassified when it is ready for use and is subsequently amortised using 
the straight-line method over its estimated useful life. Other intangible assets are valued at historical 
cost less amortisation and impairment.

Statements 
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71   
Property, plant and equipment 
Property, plant and equipment are valued at historical cost using a component approach, less 
depreciation and impairment losses. In addition to the costs of acquisition, the company also includes 
costs of bringing the asset to its working condition, handling and installation costs, dismantling costs and 
non-refundable purchase taxes. Under the component approach, each component of an item of 
property, plant and equipment with a cost that is significant in relation to the total cost of the item shall 
be depreciated separately.  
 
Depreciation is calculated using the straight-line method based on the estimated useful life, taking into 
account any residual value. The asset’s residual value and useful life is 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 the company 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 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. 
 
Leases of property, plant and equipment are classified as finance leases if the company bears 
substantially all the risks and rewards of ownership. 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 are depreciated over the shorter of 
the asset’s useful life and the lease term.  
 
Impairment of goodwill, intangible assets and property, plant and equipment 
Goodwill 
Goodwill is not subject to amortisation but is tested for impairment annually or whenever there is an 
indication that the asset might be impaired.  
 
For the purposes of assessing impairment, assets are grouped by cash-generating unit (CGU), the 
lowest level at which there are separately identifiable cash flows. For impairment testing of goodwill, the 
group of CGUs is defined as the lowest level where goodwill is monitored for internal purposes. This 
level may be higher than the level used for testing other assets, but is not at a higher level than an 
operating segment. 
 
If the recoverable amount of the CGU is less than the carrying amount, the impairment loss is allocated 
first to reduce the carrying amount of the goodwill allocated to the unit and then to other assets of the 
unit pro rata on the basis of the carrying amount of each asset in the unit. The recoverable amount is the 
higher of the fair value less cost of disposal and value in use. In assessing the value in use, the 
estimated future cash flows are discounted to their present value using a pre-tax discount rate that 
reflects current market assessments of the time value of money and the asset specific risks. For the 
purpose of assessing impairment, corporate assets are allocated to specific CGUs before impairment 
testing. The allocation of corporate assets is based on the contribution of those assets to the future cash 
flows of the CGU under review. Goodwill following the acquisition of associates and joint ventures is not 
separately recognised or tested for impairment. 
 
Impairment losses recognised for goodwill are not reversed in a subsequent period. 
 
Finite-lived intangible assets and property, plant and equipment 
At each balance sheet date, TNT reviews the carrying amount of its finite-lived intangible assets and 
property, plant and equipment to determine whether there is an indication that those assets have 
suffered an impairment loss. If any indication exists, the recoverable amount of the assets is estimated 
in order to determine the extent, if any, of the impairment loss. An asset is impaired if the recoverable 
amount is lower than the carrying amount. The recoverable amount is defined as the higher of an 
asset’s fair value less costs of disposal and its value in use.  
 
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying 
amount of the asset is reduced to its recoverable amount. Any impairment loss is recognised 
immediately in the income statement. Impairment losses recognised in prior periods shall be reversed 
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. The recoverable amount shall not exceed the carrying 
amount that would have been determined had no impairment loss been recognised in prior years. A 
reversal of an impairment loss is recognised immediately in the income statement.

Statements 
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72   
Financial assets and liabilities 
TNT classifies financial assets and liabilities into the following categories:  
 financial assets and liabilities at fair value through profit or loss; 
 loans and receivables; 
 held-to-maturity investments; 
 available-for-sale financial assets; and  
 financial liabilities measured at amortised cost. 
 
The classification depends on the purpose for which the financial asset or liability was acquired. 
Management determines the classification of TNT’s financial assets and liabilities at initial recognition.  
 
Financial assets and liabilities at fair value through profit or loss 
Financial assets and financial liabilities at fair value through profit or loss include derivatives and other 
assets and liabilities that are designated as such upon initial recognition. 
 
Measurement at fair value requires disclosure of measurement methods based on the following fair 
value measurement hierarchy: 
 Level 1: Quoted prices (unadjusted) in active markets 
 Level 2: Inputs other than quoted prices that are observable either directly (prices) or indirectly 
(derived from prices) 
 Level 3: Inputs not based on observable market data 
 
Financial assets and financial liabilities at fair value through profit or loss are initially recorded at fair 
value and subsequently remeasured at fair value in the statement of financial position. TNT designates 
certain derivatives as: hedges of the fair value of recognised assets and liabilities of a firm commitment 
(fair value hedge); hedges of a particular risk associated with a recognised asset or liability or a highly 
probable forecasted transaction (cash flow hedge); or hedges of a net investment in a foreign operation 
(net investment hedge).  
 
If a derivative is designated as a cash flow or net investment hedge, changes in its fair value are 
considered to be effective and recorded in a separate component of equity (hedge reserve) until the 
hedged item is recorded in income. Any portion of a change in the fair value of a derivative that is 
considered to be ineffective, or is excluded from the measurement of effectiveness, is immediately 
recorded in the income statement.  
 
At the inception of the transaction, TNT documents the relationship between hedging instruments and 
hedged items, as well as its risk management objective and strategy for undertaking various hedge 
transactions. The company also documents the assessment, both at hedge inception and on an ongoing 
basis, of whether the derivatives 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.  
 
Unrealised gains and losses arising from changes in the fair value of financial assets and liabilities 
classified at fair value through profit or loss are directly recorded in the income statement.  
 
Amounts accumulated in equity are recycled into the income statement in the periods when the hedged 
item will affect the income statement (for example, when the forecasted sale that is hedged takes place). 
However, when the forecasted 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, remain in equity until the 
forecasted transaction is ultimately recognised in the income statement. When a forecasted transaction 
is no longer expected to occur, the cumulative gains or losses that were reported in equity are 
immediately transferred to the income statement.  
 
Loans and receivables 
Loans granted and receivables are non-derivative financial assets with fixed or determinable payments 
that are not quoted in an active market and for which TNT has no intention of trading. Loans and 
receivables are included in trade and other receivables in the statement of financial position, except for

Statements 
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73   
maturities greater than 12 months after the balance sheet date. These are classified as non-current 
assets.  
 
Loans and receivables are initially measured at fair value, plus any directly attributable transaction 
costs. Subsequent to initial recognition, they are measured at amortised cost using the effective interest 
method.  
 
Held-to-maturity investments 
Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments 
and fixed maturities where TNT has the positive intention and ability to hold to maturity.  
 
Held-to-maturity investments are initially measured at fair value, plus any directly attributable transaction 
costs. Subsequent to initial recognition, they are measured at amortised cost using the effective interest 
method. 
 
Available-for-sale financial assets  
Available-for-sale financial assets are non-derivative financial assets that are either designated in this 
category or not classified in any of the other categories of financial assets. They are included in non-
current assets unless management intends to dispose of the investment within 12 months of the balance 
sheet date.  
 
Available-for-sale financial assets are carried at fair value. Unrealised gains and losses arising from 
changes in the fair value of financial assets classified as available for sale are recognised in other 
comprehensive income. When financial assets classified as available for sale are sold or impaired, the 
accumulated fair value adjustments are included in the income statement as a gain or a loss. 
 
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), TNT establishes 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.  
 
Financial liabilities measured at amortised cost 
Financial liabilities measured at amortised cost are recognised initially at fair value net of transaction 
costs incurred and are subsequently stated at amortised cost; any difference between the proceeds (net 
of transaction costs) and the redemption value is recognised in the income statement over the period of 
the financial liability using the effective interest method. 
 
Impairment of financial assets 
TNT assesses 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 the income 
statement – is removed from equity and recognised in the income statement. Impairment losses on 
equity instruments recognised in the income statement are not reversed through equity.  
 
Inventory 
Inventories of raw materials and finished goods are valued at the lower of historical cost or net realisable 
value. Historical cost is based on weighted average prices.  
 
Accounts receivable 
Accounts receivable are recognised initially at fair value and subsequently measured at amortised cost 
using the effective interest method, less allowance for doubtful debt. An allowance for doubtful debt is 
established when there is objective evidence that the company will not be able to collect all amounts 
due according to the original terms of the receivables. The amount of the allowance 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 loss is recognised in the income statement. Any reversal 
of the impairment loss is included in the income statement at the same line as where the original 
expense has been recorded. 
 
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

Statements 
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74   
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. The assumptions and estimates applied for determining the valuation 
allowance are reviewed periodically. 
 
Cash and cash equivalents 
Cash and cash equivalents are carried in the statement of financial position at nominal value. 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. Bank overdrafts are not 
netted off from cash and cash equivalents. 
 
Assets (or disposal groups) held for disposal and discontinued operations  
Assets (or disposal groups) held for disposal are stated at the lower of their carrying amount and fair 
value less costs to sell if their carrying amount is recovered principally by means of disposal rather than 
through continuing use. Assets held for disposal are no longer amortised or depreciated from the time 
they are classified as such.  
 
Assets held for disposal are available for immediate disposal in its present condition, and the sale is 
considered as highly probable. 
 
Operations that represent a separate major line of business or geographical area of operations, or that 
are 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 disposal, are presented as discontinued operations in 
TNT’s financial statements.  
 
Equity  
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new 
shares or options are presented in equity as a deduction, net of tax, from the proceeds.  
 
Where any Group company purchases TNT’s equity share capital (treasury shares), the consideration 
paid, including any directly attributable incremental costs (net of income taxes), is deducted from equity 
until the shares are cancelled, re-issued or disposed of. Where such shares are subsequently sold or re-
issued, any consideration received, net of any directly attributable incremental transaction costs and the 
related income tax effects are included in equity.  
 
Provisions for pension liabilities 
The obligation for all pension and other post-employment benefit plans that qualify as defined benefit 
plans is determined by calculating the present value of the defined benefit obligation and deducting the 
fair value of the plan assets. TNT uses 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, mortality and disability) and financial variables. The discount rate 
is determined by reference to high-quality corporate bonds that are denominated in the currency in 
which the benefits will be paid.  
 
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions 
are charged or credited to equity in other comprehensive income in the period in which they arise.  
 
Past-service costs, if any, are recognised immediately in the income statement.  
 
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 income statement when incurred or 
due. 
 
Other 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 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 risks specific to the liability. The gross up of the

Statements 
Chapter 5  
 
 
 
75   
provision following the discounting of the provision is recorded in the income statement as interest 
expense. 
 
Provisions are recorded for employee benefit obligations, restructuring, onerous contracts and other 
obligations.  
 
Provisions for employee benefit obligations 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 12 
months after the end of the period, profit-sharing, 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 in which such gain or 
loss occurs. Related service costs are recognised immediately.  
 
Provisions recorded for restructuring largely relate to 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. TNT recognises termination benefits 
when the company has committed to terminate the employment of current employees according to a 
detailed formal plan without possibility of withdrawal or to 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 value.  
 
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 tangible assets first.  
 
The provision for other obligations relates to legal and contractual obligations and received claims. 
 
Trade accounts payable 
Trade accounts payable are recognised initially at fair value and subsequently measured at amortised 
cost using the effective interest method. 
 
Income taxes 
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income 
statement, except to the extent that it relates to items recognised directly in other comprehensive 
income. 
 
The amount of income tax included in the income statement 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 carrying amounts of 
assets and liabilities and the tax base of assets and liabilities, are calculated using the substantively 
enacted 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. Deferred tax assets and liabilities where a legally 
enforceable right to offset exists and within the same tax group are presented net in the statement of 
financial position.  
 
Revenue  
Revenue is recognised when services are rendered, goods are delivered or work is completed. Revenue 
is the gross inflow of economic benefits during the current year that arise from ordinary activities and 
result in an increase in equity, other than increases relating to contributions from equity participants.  
Revenue from delivered goods and services is recognised when: 
 the company has transferred to a buyer the significant risks and rewards of ownership of the goods 
and services;  
 the company retains neither continuing managerial involvement to the degree usually associated 
with ownership nor effective control of the goods and services sold;  
 the amount of revenue can be measured reliably;  
 it is probable that the economic benefits associated with the transaction will flow to the company;  
 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 received or receivable. 
 
Amounts received in advance are recorded as accrued liabilities until services are rendered to 
customers or goods are delivered.

Statements 
Chapter 5  
 
 
 
76   
Net sales 
Net sales represent the revenue from the delivery of goods and services to third parties less discounts, 
credit notes and taxes levied on sales. Accumulated experience is used to estimate and provide for the 
discounts and returns. 
 
Other operating revenue 
Other operating revenue relates to the sale of goods and rendering of services not related to the normal 
trading activities of TNT and mainly includes sale of unutilised air cargo space to third parties, operation 
of aircraft for third parties (including charters and wet leases), custom clearance services and 
administration services. 
 
Other income 
Other income includes net gains or losses from fair value adjustments relating to assets held for 
disposal, the sale of property, plant and equipment and other gains and losses. Costs are recognised on 
the historical cost convention and are allocated to the reporting year to which they relate. 
 
Operating expenses 
Operating expenses represent the direct and indirect expenses attributable to sales, including cost of 
materials, cost of work contracted out and other external expenses, personnel expenses directly related 
to operations, and depreciation, amortisation and impairment charges.  
 
Salaries  
Salaries, wages and social security costs are charged to the income statement when due, in accordance 
with employment contracts and obligations.  
 
Profit-sharing and bonus plans 
TNT recognises a liability and an expense for cash-settled bonuses and profit-sharing when the 
company has a legal or constructive obligation to make such payments as a result of past performance 
and when a reliable estimate of the obligation can be made. 
 
Share-based payments 
Share-based payment transactions are transactions in which TNT receives benefits from its employees 
in consideration for equity instruments or for amounts of cash that are based on the price of equity 
instruments of the company. The fair value of the equity-settled share-based transactions is recognised 
as an expense (part of the employee costs) and a corresponding increase in equity over the vesting 
period. Cash-settled share-based payments are initially recognised at the fair value of the liability and 
are expensed over the vesting period. The liability is remeasured at each balance sheet date, with all 
changes recognised in the income statement.  
The fair value of payments of share-based payment plans, based on market conditions is calculated 
using the Monte Carlo model. The fair value of payments of share-based payment plans based on non-
market conditions are based on the share price on the date the grant is made, corrected for a dividend 
yield. The equity instruments granted do not vest until the employee completes a specific period of 
service.  
 
Interest income and expense 
Interest income and expense are recognised on a time proportion basis using the effective interest 
method. Interest income comprises interest income on loans, changes in the fair value of financial 
assets at fair value through profit or loss, foreign currency gains and gains on hedged items. Interest 
expense comprises interest expense on borrowings, unwinding of the discount on provisions, changes 
in the fair value of financial assets at fair value through profit or loss, foreign currency losses, 
impairment losses recognised on financial assets and losses on hedged items. 
 
All borrowing costs are recognised in the income statement using the effective interest method, except 
to the extent that they are capitalised as part of the cost of the qualifying asset. 
 
Grants 
Grants are recognised initially as income when there is reasonable assurance that they will be received 
and TNT has complied with the conditions associated with the grant. Grants that compensate TNT for 
expenses incurred are recognised in the income statement on a systematic basis in the same period in 
which the expenses are recognised. Grants that compensate TNT for the cost of an asset are deducted

Statements 
Chapter 5  
 
 
 
77   
from the historical value of the asset and recognised in the income statement on a systematic basis over 
the useful life of the asset. 
 
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 TNT’s shareholders is recognised as a liability in the statement of financial 
position in the year in which the dividends are approved by the shareholders. If TNT offers its 
shareholders dividends in additional shares, the additionally issued shares are recognised at their 
nominal amount. 
 
Consolidated statement of cash flows  
The consolidated statement of cash flows is prepared using the indirect method. Cash flows in foreign 
currencies are translated at average exchange rates. Exchange rate differences affecting cash items are 
shown separately in the consolidated statement of cash flows. Receipts and payments with respect to 
taxation on profits are included in cash flows 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 subsidiaries, associates and investments, insofar as it was paid for 
in cash, is included in cash flows from investing activities. Acquisitions of subsidiaries are presented net 
of cash balances acquired. Cash flows from derivatives are recognised in the consolidated statement of 
cash flows in the same category as those of the hedged item.  
 
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS IN APPLYING TNT’S 
ACCOUNTING POLICIES 
 
The preparation of financial statements requires management to make judgments, estimates and 
assumptions in the application of accounting policies that affect the reported amounts of assets, 
liabilities, income and expenses. Actual results may differ from these estimates. Estimates and 
judgments are continuously evaluated and are based on historical experience and other factors, 
including expectations of future events that are believed to be reasonable. Revisions to accounting 
estimates are recognised in the period in which the estimate is revised and in any future period affected. 
The critical accounting estimates, judgments 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.  
 
Business combinations  
TNT accounts for all its business combinations applying the acquisition method. The assets acquired 
and the liabilities assumed are recognised and measured on the basis of their fair values at the date of 
acquisition. To determine fair values of assets acquired and liabilities assumed, TNT must make 
estimates and use valuation techniques when a market value is not readily available. Any excess of the 
cost of an acquisition over the fair value of the net identifiable assets acquired represents goodwill.  
 
For purposes of preparation of the consolidated financial statements, internal reorganisations or transfer 
of businesses between TNT companies are accounted for at predecessor carrying amounts. These 
transactions do not give rise to goodwill. 
 
Segment reporting 
TNT reports separate information about each operating segment or results from aggregating two or 
more operating segments that meet the criteria of similar economic characteristics consistent with the 
core principle of IFRS when operating segments are similar in respect of: 
 the nature of products and services; 
 the nature of the production process; 
 the type or class of customers for their products and services; 
 the method used to distribute their products or provide their services; and 
 if applicable, the nature of the regulatory environment. 
 
Operating segments are reported in a manner consistent with the internal reporting provided to the chief 
operating decision-maker function (CODM). The CODM function is performed by the Management 
Board whom receives operational and financial information on a monthly basis for the operating 
segments. Operating segments have been aggregated into reportable segments by a process that 
involves managements’ judgment in respect of the aggregation criteria. Operating segments where the

Statements 
Chapter 5  
 
 
 
78   
majority of activities relate to the international business activities are allocated to either the International 
Europe or International AMEA reportable segment. Furthermore the domestic businesses are allocated 
to the Domestics reportable segment. 
 
In 2015, the operating segments of International AMEA were re-arranged. A re-assessment was 
performed after the update of the operating segments and did not result in adjustments of the reportable 
segments. 
 
The reportable segments consist of the following operating segments: 
 International Europe: Benelux, Eastern Europe, Germany, Nordics, South East Europe & Turkey, 
France International, Spain, Portugal, Italy International, Austria, UK International & Ireland and 
North America 
 International AMEA: Mainland China & Hong Kong, ASEAN, North East Asia, India, Middle East and 
Africa 
 Domestics: France Domestic, Italy Domestic, UK Domestic, Brazil, Chile & Argentina, Australia and 
New Zealand 
 Unallocated: Other Networks, Central Networks, IT and TNT Head Office 
 
Impairment of assets 
In determining impairments of intangible assets including goodwill, property, plant and equipment and 
financial fixed assets, management must make significant judgments and estimates to determine 
whether the fair value of the cash flows generated by those assets is less than their carrying amount. 
Determining cash flows requires the use of judgments and estimates that have been included in the 
strategic plans and long-range forecasts of TNT. The data necessary for executing the impairment tests 
are based on management estimates of future cash flows, which require estimating revenue growth 
rates and profit margins. Refer to note 1 for applied sensitivities on intangible assets. 
 
Depreciation and amortisation of property, plant and equipment and intangible assets 
Property, plant and equipment and intangible assets, except for goodwill, are depreciated or amortised 
at historical cost using a straight-line method based on the estimated useful life, taking into account any 
residual value. The asset’s residual value and useful life are based on TNT’s best estimates and are 
reviewed, and adjusted if required, 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 individually assessed 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.  
 
Restructuring 
Restructuring charges mainly result from restructuring operations, including combinations and/or 
relocations of operations, changes in TNT’s strategic direction, or managerial responses to declining 
demand, increasing costs or other market factors. Restructuring provisions reflect many estimates, 
including those pertaining to separation costs, reduction of excess facilities, contract settlements and 
tangible asset impairments. Actual experience has been and may continue to be different from these 
estimates. 
 
Income taxes 
The company is subject to income taxes in numerous jurisdictions. Significant judgment is required in 
determining the worldwide provision and liability for income taxes. There are many transactions and 
calculations where the ultimate tax determination is uncertain during the ordinary course of business. 
TNT recognises liabilities for tax issues based on estimates of whether additional taxes will be due, 
based on its best interpretation of the relevant tax laws and rules. 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.  
 
TNT recognises 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 the company operates 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 the company may be able to implement, changes to the recognition of deferred tax 
assets could be required, which could impact TNT’s financial position and net profit.

Statements 
Chapter 5  
 
 
 
79   
Accounting for assets held for disposal 
Accounting for assets held for disposal requires the use of significant assumptions and estimates, such 
as the assumptions used in fair value calculations as well as the estimated costs to dispose. 
 
Pension benefits 
The present value of the pension obligation depends on a number of factors that are determined on an 
actuarial basis using a number of assumptions. Any change in these assumptions will impact the 
carrying amount of pension obligations. The assumptions used in determining the net pension 
expense/(income) include the discount rate, which is based on the long-term yield of high-quality 
corporate bonds. Other key assumptions for pension obligations are based in part on current market 
conditions. TNT reviews the assumptions at the end of each year. Refer to note 10 for more information. 
 
Contingent liabilities 
Legal proceedings covering a range of matters are pending against the company in various jurisdictions. 
Due to the uncertainty inherent in such matters, it is often difficult to predict the final outcome. Cases 
and claims against the company often raise difficult and complex factual and legal issues that 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, TNT consults with legal counsel and certain other experts on matters related to 
litigations.  
 
TNT accrues 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 as a contingent liability.

Statements 
Chapter 5  
 
 
 
80   
NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION 
 
1 Intangible assets: 1,142 million (2014: 1,117)  
Statement of changes
Goodwill
Software
Other 
intangibles
Total
Amortisation percentage
10%-35%
0%-35%
Historical cost
1,676
           
434
              
37
                
2,147
             
Accumulated amortisation and impairments
(637)
             
(353)
             
(20)
               
(1,010)
            
Balance at 31 December 2013
1,039
           
81
                
17
                
1,137
             
Changes in 2014
Additions
-
               
11
                
32
                
43
                  
Disposals
-
               
(1)
                 
1
                  
Internal transfers/reclassifications
-
               
17
                
(17)
               
Amortisation
(34)
               
(1)
                 
(35)
                 
Impairments
(32)
               
(2)
                 
(34)
                 
Transfers (to)/from assets held for disposal
2
                  
2
                    
Exchange rate differences
3
                  
1
                  
4
                    
Total changes
(32)
               
(4)
                 
16
                
(20)
                 
Historical cost
1,833
           
473
              
117
              
2,423
             
Accumulated amortisation and impairments
(826)
             
(396)
             
(84)
               
(1,306)
            
Balance at 31 December 2014
1,007
           
77
                
33
                
1,117
             
Changes in 2015
Additions
20
                
44
                
64
                  
Disposals
-
                 
Internal transfers/reclassifications
50
                
(50)
               
-
                 
Amortisation
(38)
               
(1)
                 
(39)
                 
Impairments
(2)
                 
-
               
(2)
                   
Transfers (to)/from assets held for disposal
-
                 
Exchange rate differences
(1)
                 
3
                  
-
               
2
                    
Total changes
(1)
                 
33
                
(7)
                 
25
                  
Historical cost
1,762
           
524
              
65
                
2,351
             
Accumulated amortisation and impairments
(756)
             
(414)
             
(39)
               
(1,209)
            
Balance at 31 December 2015
1,006
           
110
              
26
                
1,142
             
(in € millions)
 
 
Goodwill  
Goodwill is allocated to TNT’s CGUs and tested for impairment. The total goodwill balance at 31 
December 2015, which amounted to €1,006 million (2014: 1,007), was allocated to: Middle East and 
Africa (€246 million), Eastern Europe (€224 million), Germany (€161 million), France Domestic (€125 
million), South East Europe & Turkey (€120 million), Nordics (€53 million), Chile (€24 million), Austria 
(€21 million), the Pacific (€20 million), Portugal (€10 million), North East Asia (€1 million), and ASEAN 
(€1 million).  
 
The annual goodwill impairment test did not result in additional impairment charges. More information is 
disclosed in the following sections. 
 
Goodwill impairment testing  
As part of its goodwill impairment test, TNT performed a detailed review of the recoverable amount of 
each CGU. The recoverable amount is the higher of the fair value less cost of disposal and the value in 
use. Fair value less cost of disposal represents the best estimate of the amount TNT would receive if it 
were to sell the CGU. The value in use is estimated on the basis of the present value of future cash 
flows. The subsequent impairment test is based on the value in use. 
 
For mature markets, the estimated future net cash flows are based on a five-year forecast and business 
plan. For emerging markets where no steady state has been achieved to date, a ten-year forecast has 
been applied to estimate the future net cash flows. The cash flow projections were based on 
management's latest estimates.  
 
Projected gross margins are based on past performance and expectations of market development. The 
applied growth rates do not exceed the long-term average growth rate of the related operations and 
markets and are consistent with forecasts included in industry reports. The discount rates used vary 
from 8.4% to 16.5% pre-tax to reflect specific risks relating to each CGU.  
 
Key assumptions used to determine the recoverable values of all CGUs are: 
 maturity of the underlying market, market share and volume development to determine the revenue 
mix and comparable compound annual growth percentage between +2% and +10%;

Statements 
Chapter 5  
 
 
 
81   
 level of operating income largely impacted by revenue and cost development taking into account the 
nature of the underlying costs and potential economies of scale;  
 discount rate applied follows the nature of the underlying cash flows and foreign currency and 
inflation-related risks; and 
 terminal growth rates used take into account the current low risk free rate which is based on the 20-
year German government bonds and ranges between 0% and1.1%. Especially for emerging markets 
this is very conservative as the risk free rate for these specific CGUs will be substantially higher. 
 
Management has carried out an impairment test and concluded that the recoverable amount, based on 
value in use of the individual CGUs is higher than the carrying amount. As a result of which, no 
impairment has been recognised. 
 
A sensitivity analysis has been applied for all CGUs. This sensitivity analysis included the individual 
impact of the following items which are considered to be the most critical when determining the 
recoverable value: 
 increase of the discount factor by 1% and 2%;  
 increase of capital expenditure by 5% per year; and 
 decrease of operating income by 5% per year.  
 
Based on the sensitivity analysis, management concluded that for all CGUs with goodwill balances, the 
recoverable amount based on value in use of the individual CGUs is higher than the carrying amount, as 
a result of which there are no CGUs with limited headroom to be disclosed. 
 
In 2014, based on the impairment test, management concluded that the recoverable amount, based on 
value in use of CGU Spain was below the carrying amount. As a result of which, an impairment of €32 
million was recognised. 
 
Software and other intangible assets  
At 31 December 2015, the software balance of €110 million (2014: 77) included internally generated 
software with a book value of €80 million (2014: 57). The addition to software of €20 million is related to 
purchased software of €17 million and self-produced software of €3 million. An amount of €50 million 
was reclassified to software, related to finalised IT projects.  
 
At 31 December 2015, the other intangible assets balance of €26 million (2014: 33) is related to 
customer relationships of €3 million (2014: 3) and software under construction of €23 million (2014: 30). 
The addition to other intangibles of €44 million is mainly related to software development projects.  
 
The estimated amortisation expenses for software and other intangibles for the subsequent five years 
are as follows: 2016: €37 million; 2017: €38 million; 2018: €28 million; 2019: €20 million; 2020: €11 
million; and thereafter: €2 million. Besides software development, TNT does not conduct significant 
research and development and therefore does not incur research and development costs. 
 
In 2015, €2 million (2014: 2) impairment on self-produced software was recognised relating to software 
which will no longer be used, of which €1 million is related to International Europe and €1 million to 
Unallocated.  
 
In 2014, the transfers (to)/from assets held for disposal relate to the reclassification of Brazil from assets 
held for disposal and discontinued operations to continuing operations.

Statements 
Chapter 5  
 
 
 
82   
2 Property, plant and equipment: 995 million (2014: 938)  
Statement of changes
Land and 
buildings
Plant and 
equipment
Aircraft
Other
Construction in 
progress
Total
Depreciation percentage
0%-10%
4%-33%
4%-10%
7%-25%
0%
Historical cost
698
             
525
             
521
             
459
             
19
               
2,222
          
Accumulated depreciation and impairments
(251)
            
(364)
            
(339)
            
(380)
            
0
(1,334)
         
Balance at 31 December 2013
447
             
161
             
182
             
79
               
19
               
888
             
Changes in 2014
Capital expenditure in cash
3
                 
27
               
5
                 
20
               
92
               
147
             
Capital expenditure in financial leases/other
9
                 
9
                 
Disposals
(5)
                
(21)
              
(3)
                
(1)
                
(30)
              
Exchange rate differences
11
               
6
                 
2
                 
3
                 
22
               
Depreciation
(25)
              
(47)
              
(28)
              
(37)
              
(137)
            
Impairments
(4)
                
(4)
                
Transfers (to)/from assets held for disposal
40
               
3
                 
43
               
Internal transfers/reclassifications
10
               
42
               
(3)
                
23
               
(72)
              
0
Total changes
(6)
                
43
               
(26)
              
8
                 
31
               
50
               
Historical cost
715
             
620
             
454
             
480
             
50
               
2,319
          
Accumulated depreciation and impairments
(274)
            
(416)
            
(298)
            
(393)
            
(1,381)
         
Balance at 31 December 2014
441
             
204
             
156
             
87
               
50
               
938
             
Changes in 2015
Capital expenditure in cash
7
                 
37
               
1
                 
15
               
185
             
245
             
Capital expenditure in financial leases/other
24
               
24
               
Disposals
(11)
              
(4)
                
(1)
                
(15)
              
(31)
              
Exchange rate differences
9
                 
(9)
                
1
                 
1
                 
2
                 
Depreciation
(24)
              
(52)
              
(37)
              
(38)
              
(151)
            
Impairments
(9)
                
(9)
                
Transfers (to)/from assets held for disposal
(18)
              
(5)
                
(23)
              
Internal transfers/reclassifications
30
               
143
             
30
               
(203)
            
0
Total changes
(16)
              
110
             
(37)
              
(7)
                
7
                 
57
               
Historical cost
682
             
724
             
405
             
433
             
57
               
2,301
          
Accumulated depreciation and impairments
(257)
            
(410)
            
(286)
            
(353)
            
(1,306)
         
Balance at 31 December 2015
425
             
314
             
119
             
80
               
57
               
995
             
(in € millions)
 
 
Land and buildings mainly relate to depots, hubs and other production facilities. TNT does not hold 
freehold office buildings for long-term investments or for long-term rental income purposes. Land and 
buildings of €8 million (2014: 8) are pledged as security to third parties. 
 
Plant and equipment primarily relate to investments in vehicles, sorting machinery and other depot 
equipments. Plant and equipment of €0 million (2014: 5) are pledged as security to third parties. Other 
property, plant and equipment mainly relate to furniture, fittings, IT equipment and other office 
equipment. Capital expenditure in cash includes a €18 million prepayment from 2014. 
 
In 2015, TNT conducted a review of the future residual values of the Boeing 747 freighters utilising 
valuations from third parties, which resulted in a decrease in the estimated residual value. The effect of 
this change on the annual depreciation charge is an increase of €8 million as of 2016. 
 
Aircraft and (spare) engines are depreciated on a straight-line basis over the shorter of the asset’s 
useful life and the lease term to estimated residual values. Spare parts are depreciated to their 
estimated residual value on a straight-line basis over the remaining estimated useful life of the 
associated aircraft or engine type.  
 
In 2015, the transfers (to)/from assets held for disposal relate to buildings and vehicles. Refer to note 8 
for more information.  
 
In 2014, the transfers (to)/from assets held for disposal relate to the reclassification of Brazil from assets 
held for disposal and discontinued operations to continuing operations.

Statements 
Chapter 5  
 
 
 
83   
Finance leases included in the property, plant and equipment balance at 31 December 2015 are: 
 
Finance leases 
At 31 December
Land and 
buildings
Plant and 
equipment
Aircraft
Total
2015
Total
2014
Total
5
18
101
124
143
International Europe
5
5
5
International AMEA
Domestics
18
18
3
Unallocated
101
101
135
(in € millions)
 
 
Included in land and buildings under finance leases are leasehold rights and ground rent. The book 
value of the leasehold rights and ground rent is €5 million (2014: 5), comprising a historical cost of €15 
million (2014: 15), with accumulated depreciation of €10 million (2014: 10).  
 
Leasehold rights and ground rents expiring:  
 within one year amount to €3 million (2014: 1);  
 between one and five years amount to €2 million (2014: 3); and 
 between five and 20 years amount to €0 million (2014: 1).  
 
There are no leasehold rights and ground rents contracts with indefinite terms. Leasehold rights and 
ground rent for land and buildings located in Belgium amounted to €5 million (2014: 5). 
 
There was no material temporarily idle property, plant and equipment at 31 December 2015 (2014: 0).  
 
3 Financial fixed assets: 205 million (2014: 231)  
Investments in
associates and
joint ventures
Financial
fixed assets
at fair value
Other prepayments
and accrued 
income
Total
Balance at 31 December 2013
16
                  
3
                 
198
               
1
                        
11
                      
229
             
Changes in 2014
Acquisitions/additions
123
               
2
                        
125
             
Disposals/decreases
(123)
              
(123)
            
Result from investments in associates and joint ventures
7
                    
7
                 
Impairments and other value adjustments
(1)
                   
1
                        
Withdrawals/repayments
(1)
                
(1)
                       
(2)
                
Dividend received
(5)
                   
(5)
                
Total changes
1
                    
(1)
                
0
1
                        
1
                        
2
                 
Balance at 31 December 2014
17
                  
2
                 
198
               
2
                        
12
                      
231
             
Changes in 2015
Acquisitions/additions
37
                 
1
                        
38
               
Disposals/decreases
(63)
                
(63)
              
Result from investments in associates and joint ventures
7
                    
7
                 
Impairments and other value adjustments
1
                    
1
Withdrawals/repayments
(2)
                       
(2)
                
Dividend received
(7)
                   
(7)
                
Total changes
1
                    
(26)
                
(1)
                       
(26)
              
Balance at 31 December 2015
18
                  
2
                 
172
               
2
                        
11
                      
205
             
(in € millions)
Statement of changes
Other loans 
receivable 
Deferred tax 
assets
Other financial fixed assets
 
 
Investments in associates and joint ventures  
At 31 December 2015, investments in associates and joint ventures are valued at €18 million (2014: 17) 
and relate mainly to TNT Swiss Post AG. The investments in associates and joint ventures balance 
does not include goodwill (2014: 0). 
 
Deferred tax assets  
Deferred tax assets are further explained in note 23.  
 
4 Inventory: 10 million (2014: 11)  
Specification of inventory
At 31 December
2015
2014
Raw materials and supplies
9
10
Finished goods
1
1
Total
10
11
(in € millions)

Statements 
Chapter 5  
 
 
 
84   
Total inventory of €10 million (2014: 11) was valued at historical cost for an amount of €15 million (2014: 
15) and was stated net of provisions for obsolete items amounting to €5 million (2014: 4). There were no 
inventories pledged as security for liabilities at 31 December 2015 (2014: 0). In 2015 and 2014, no 
material write-offs relating to inventories occurred. The balance of inventories that were expected to be 
recovered after 12 months is nil (2014: 0).  
 
5 (Trade) accounts receivable: 1,190 million (2014: 1,095) 
Specification of (trade) accounts receivable
At 31 December
2015
2014
Trade accounts receivable - total
1,122
          
1,041
          
Allowance for doubtful debt
(72)
              
(73)
              
Trade accounts receivable
1,050
          
968
             
VAT receivable
18
               
19
               
Accounts receivable from associates
1
             
1
                 
Other accounts receivable
121
             
107
             
Accounts receivable 
140
             
127
             
(in € millions)
 
 
At 31 December 2015, the total trade accounts receivable amounted to €1,122 million (2014: 1,041), of 
which €381 million (2014: 395) were past due but not individually impaired. Refer to the following table. 
The balance of trade accounts receivable that is expected to be recovered after 12 months is nil (2014: 
0). The standard payment term for customers of TNT is around seven days.  
 
Ageing analyses of trade accounts receivable
At 31 December
2015
2014
Up to 1 month
250
262
1-3 months
80
83
3-6 months
33
32
Over 6 months
18
18
Total
381
395
(in € millions)
 
 
The total allowance for doubtful debt amounted to €72 million (2014: 73) of which €46 million (2014: 38) 
is related to trade accounts receivable that were individually impaired for the notional amount. The 
remainder of the allowance is related to a collective loss component in respect to losses that have been 
incurred but not yet identified as such. This collective loss component is largely based on the ageing of 
the trade receivables and is reviewed periodically.  
 
The movements in the allowance for doubtful debt of trade accounts receivables are as follows: 
 
Allowance for doubtful debt
2015
2014
Balance at 1 January 
73
               
69
               
Transfers (to)/from assets held for disposal
4
                 
Provided for during financial year 
19
               
23
               
Receivables written off during year as uncollectible
(20)
              
(23)
              
Balance at 31 December
72
               
73
               
(in € millions)
 
 
The fair value of accounts receivable approximates its carrying amount. Other accounts receivable 
mainly includes receivables from insurance companies, deposits and various other items. The balance 
of other accounts receivable that is expected to be recovered after 12 months is nil (2014: 0). The 
maximum exposure to credit risk at the balance sheet date is the carrying amount of each class of 
receivables mentioned above. TNT does not hold collateral as security for the outstanding balances. 
The concentration of the accounts receivable per customer is limited. The top ten trade receivables of 
TNT accounted for 3% of the outstanding trade receivables at 31 December 2015 (2014: 5%). The 
concentration of the trade accounts receivable portfolio over the different segments can be summarised 
as follows: International Europe: €374 million (2014: 411); International AMEA: €173 million (2014: 162); 
Domestics: €458 million (2014: 354) and Unallocated: €45 million (2014: 41). For the non-trade 
accounts receivables no allowance for doubtful debt was required.  
 
6 Prepayments and accrued income: 149 million (2014: 182)  
Prepayments and accrued income include amounts paid in advance to cover costs that will be charged 
against income in future years and net revenues not yet invoiced. At 31 December 2015, total

Statements 
Chapter 5  
 
 
 
85   
prepayments amounted to €93 million (2014: 82). The balance of prepayments and accrued income that 
is expected to be recovered after 12 months is €2 million (2014: 1).  
 
Prepayments and accrued income include a balance of unbilled trade receivables of €45 million (2014: 
48). 
 
Prepayments and accrued income also include outstanding short-term foreign exchange forward 
contracts that amounted to €1 million (2014: 4). In 2014, short-term cross-currency swaps were 
recorded in prepayments and accrued income and amounted to €15 million, these matured in 2015. The 
fair value of these financial instruments has been calculated at the relevant (forward) market rates at 31 
December 2015. Refer to note 30 for the notional principal amount of the outstanding foreign exchange 
forward contracts and the outstanding cross-currency swaps. 
 
7 Cash and cash equivalents: 464 million (2014: 652)  
Cash and cash equivalents comprise of cash at bank and cash in hand of €139 million (2014: 99) and 
short-term bank deposits of €325 million (2014: 553). The effective interest rate during 2015 on short-
term bank deposits was 0.26% (2014: -0.01%) and the average outstanding amount was €569 million 
(2014: 455). The individual deposits had an average maturity of 4.9 days (2014: 1.7). Included in cash 
and cash equivalents is €0 million (2014: 0) of restricted cash. The fair value of cash and cash 
equivalents approximates the carrying amount.  
 
8 Assets held for disposal: 19 million (2014: 1) and Liabilities related to assets held for 
disposal: 0 million (2014: 0)  
The assets classified as held for disposal amounted to €19 million (2014: 1), of which €0 million (2014: 
1) is related to aircraft, €18 million (2014:0) to buildings and €1 million (2014: 0) to vehicles. For 
segment asset allocation purposes €7 million is related to International Europe and €12 million to 
Domestics. 
 
All assets classified as held for disposal are expected to be disposed of within one year. During the year 
an impairment loss of €9 million on buildings and a negative fair value adjustment of €2 million on 
vehicles were recognised in the income statement.  
 
As a consequence of the intended acquisition of TNT by FedEx, TNT Airways and Pan Air Líneas 
Aéreas are required to be sold in order for FedEx to be able to comply with European airline regulations 
as per the Settlement Date. As the scope and timing of the sale transaction could not be determined at 
31 December 2015, and it was probable that significant changes to the plan prior to disposal would 
occur, TNT Airways and Pan Air Líneas Aéreas are not classified as assets held for disposal.  
 
9 Equity: 2,201 million (2014: 2,192) 
At 31 December 2015, equity consisted of equity attributable to equity holders of TNT Express N.V. of 
€2,196 million (2014: 2,180) and non-controlling interests of €5 million (2014: 12). Equity attributable to 
the equity holders of TNT Express N.V. consists of the following items: 
 
Issued share capital 
At 31 December 2015, issued share capital amounted to €44 million (2014: 44). The number of 
authorised, issued and outstanding shares by class of share is presented in the following table: 
 
Authorised, issued and outstanding shares
Before proposed appropriation of profit
2015
2014
Authorised by class
Ordinary shares
750,000,000
750,000,000
Preference shares
750,000,000
750,000,000
Total authorised
1,500,000,000
1,500,000,000
Issued and outstanding
Per 1 January of the reported year
548,208,226
544,957,426
Issued for stock dividend
690,674
3,250,800
Per 31 December of the reported year
548,898,900
548,208,226
Issued and outstanding per 31 December by class
Ordinary shares
548,898,900
548,208,226
 
 
Authorised share capital 
On 30 May 2011, the Articles of Association were amended by deed. As of that date, the company’s 
authorised share capital amounted to €120 million, divided into 750,000,000 ordinary shares with a 
nominal value of €0.08 each and 750,000,000 preference shares with a nominal value of €0.08 each.

Statements 
Chapter 5  
 
 
 
86   
Form of shares 
The ordinary shares are in bearer or in registered form. Ordinary shares in bearer form are represented 
by a global note held by the Dutch clearing system Euroclear Netherlands (formerly known as 
NECIGEF) and are transferable through Euroclear Netherlands’ book entry system. ADRs represent 
ordinary shares in bearer form, held by the depositary, which are represented by the note held by 
Euroclear Netherlands. Ordinary shares in registered form are transferred by means of a deed of 
transfer and TNT’s written acknowledgement of the transfer. TNT does not have share certificates for 
ordinary shares represented by the global note.  
‘Stichting Continuïteit TNT Express’ (the ‘Foundation’) was established to promote the interests of TNT, 
the enterprise affiliated with TNT and all stakeholders involved. To enable the Foundation to perform its 
duties, TNT has granted it a call option. When exercising the call option, the Foundation is entitled to 
subscribe to preference shares, consisting of the right to repeatedly subscribe for preference shares, up 
to a maximum corresponding with one hundred percent (100%) of the issued share capital in the form of 
ordinary shares as outstanding immediately prior to the exercise of the subscribed rights, less one 
preference share and minus any shares already held by the Foundation. The Foundation has the right to 
exercise the call option at any time either wholly or partly.  
 
Incentive scheme 
For administration and compliance purposes, a foundation (‘Stichting Bewaarneming Aandelen TNT’) 
legally holds shares under (former) incentive schemes which are beneficially owned by the employees. 
At 31 December 2015, the number of TNT shares held by the foundation amounted to 613,488 with a 
nominal value of €0.08 per share. 
 
Additional paid-in capital 
Additional paid-in capital amounted to €2,293 million on 31 December 2015 (2014: 2,500) as the final 
dividend for 2014 of €12 million was distributed in May 2015. In 2015, a stock dividend of nominal 
€55,000 was distributed relating to the final dividend for 2014. The amount of paid-in capital recognised 
for Dutch dividend withholding tax purposes was €762 million. In 2015, the Executive Board decided, 
with the approval of the Supervisory Board, to compensate the losses out of the distributable part of the 
shareholders’ equity. Refer to appropriation of profit as per the 2015 annual report. Consequently, 
retained earnings at 31 December 2014 of €195 million were compensated out of additional paid-in 
capital. 
 
Legal reserve  
Legal reserves include translation, hedge and other legal reserves. At 31 December 2015, the legal 
reserves amounted to €86 million (2014: 12).  
 
At 31 December 2015, the translation reserve amounted to €13 million (2014: -44). The translation 
reserves reflect the movement in exchange rate differences on converting foreign subsidiaries of TNT 
Express N.V. into euro. These differences are charged or credited to the translation reserve, net of 
taxation. In 2015, a €6 million loss (2014: 0) was realised and recycled through the income statement. 
Refer to note 22 for more information. 
 
At 31 December 2015, the hedge reserve amounted to €-15 million (2014: -20) and mainly contained the 
fair value timing differences of US$168 million (2014: US$184) of interest rate swaps and US$412 
million (2014: US$412) of forward starting interest rate swaps that were unwound in 2011. The 
outstanding US dollar interest rate swaps have been entered into to mitigate the cash flow interest rate 
risk relating to the Boeing 747 freighters financial lease contracts which have variable interest 
conditions. The unwound forward starting swaps were entered into to hedge the interest rate risk on 
three Boeing 777 freighter operational lease contracts with a 12-year lease term up to the period until 
delivery of the aircraft when the interest component in the lease was fixed.  
 
Movements in the cash flow hedge reserve, net of tax, amounted to €-5 million (2014: -5) of which €-5 
million (2014: -5) is related to the outstanding and unwound interest rate swaps and the remainder to 
foreign exchange cash flow hedges.  
 
The net cash payments relating to the unwinding of these swaps will be recycled from equity to the 
income statement or to investments based on the duration of the underlying hedged items. In 2015, an 
amount of €-2 million (2014: -2) was recycled from the hedge reserve to the income statement. Refer to 
note 30 for more information. 
 
Other legal reserves mainly relate to self-produced software, revaluation reserves and reserves required 
by local legislation, reclassified from other reserves in 2011. 
 
Legal reserves cannot be distributed to the equity holders of the company.

Statements 
Chapter 5  
 
 
 
87   
Other reserves  
At 31 December 2015, the other reserves amounted to €-177 million (2014: -181), an increase of €4 
million. Main movements are related to actuarial gain on pensions (net of tax) of €19 million, a 
reclassification of €-12 million to the legal reserves, following the development of the book value of self-
produced software, and share-based payments of €-5 million. 
 
Retained earnings  
At 31 December 2015, retained earnings amounted to €-50 million (2014: -195), relating to the result for 
the period. Refer to additional paid-in capital. 
 
10 Pension assets: 3 million (2014: 4) and provisions for pension liabilities: 206 million 
(2014: 222)  
TNT operates a number of post-employment benefit plans around the world. Most of TNT’s post-
employment benefit plans are defined contribution plans. The most relevant defined benefit plans are in 
place in the Netherlands, the United Kingdom, Germany, Australia, Italy and Belgium. 
 
Defined benefit plans in the Netherlands 
In the Netherlands, TNT employees participated in one of two different defined benefit pension plans. In 
2015, based on the sobering of the Dutch pension schemes, the pension plan funded in ‘Stichting 
Ondernemingspensioenfonds TNT’ was split and merged into ‘Stichting Pensioenfonds TNT Express’ for 
those participants (active or inactive) that had/have a labour arrangement with TNT. The pension plan, a 
career average plan, covers the employees who are subject to the collective labour agreement and 
employees with a personal labour agreement. The expected future adjustment level of the accrued 
entitlements to inflation has an ambition level of 80%. The plan is externally funded in ‘Stichting 
Pensioenfonds TNT Express’. Refer to note 28 for more information. 
 
Some of the employees covered by the pension plans also participate in defined benefit transitional 
plans. These defined benefit transitional plans consist of an early retirement scheme and additional 
arrangements that have been agreed between the company and the employees following the revised 
fiscal regulations applying to Dutch pension plans in 2006.  
 
Defined benefit plans in the United Kingdom 
In the United Kingdom, TNT contributes to a closed defined benefit plan, externally funded in a pension 
fund governed by a trustee. The pension entitlements are based on years of service within the plan until 
1 July 2006 and final (average) salary at that time, with the pensions being revalued from then to 
retirement in accordance with legislation.  
 
Defined benefit plans in Germany 
In Germany, TNT employees participate in one of two pension plans. The first plan is a defined benefit 
plan closed for new entries as of 1 January 2005. The defined benefit plan provides lump sum benefits 
based on years of service and final salary. The defined benefit plan is funded via direct insurance with 
an external insurance company. The second plan, applicable to new hires as from 1 January 2005, is a 
defined contribution plan with a minimum return guarantee. The contributions of the defined contribution 
plan are invested in public investment funds administered by an external party. The risk for death and 
disability benefits within the defined contribution plan is directly insured with an external insurance 
company. 
 
Defined benefit plans in Australia 
In Australia, TNT contributes to several superannuation funds. With the exception of the TNT Group 
Superannuation Plan (TNT GSP), a fund with both defined benefit and defined contribution sections, all 
other payments are made to defined contribution plans. The TNT GSP was established under a master 
trust as a sub-plan of the Mercer Superannuation Trust. The defined benefit section of TNT GSP 
provides lump sum benefits based on years of service and final average salary. The defined contribution 
section receives fixed contributions from Group companies and the Group’s obligation is limited to these 
contributions. 
 
Defined benefit plans in Italy 
In Italy, in accordance with Italian law, employers have to pay to employees, upon the termination of 
employment, a lump sum indemnity (‘Trattamento di Fine Rapporto’, ‘TFR’), equivalent to the total 
(annually revalued) benefits accrued over the years of service. Until 31 December 2006, this was an 
unfunded defined benefit plan whereby employers were obliged to accrue for this termination benefit. 
Starting from 1 January 2007, due to legislation change, TFR is no longer accrued by the employer but

Statements 
Chapter 5  
 
 
 
88   
by external providers, mainly the National Social Security Institute. Employers contribute to the fund the 
equivalent of the accrued TFR. Therefore, the TFR liability for TNT consists of the unfunded benefits 
accrued up to 31 December 2006 and of the obligation reflecting the annual revaluation of these 
accrued benefits.  
 
Defined benefit plans in Belgium 
In Belgium, in accordance with Belgium law, employers have to guarantee a minimal return on pension 
contributions paid to external insurance companies, which qualifies the plan as a defined benefit plan. 
The contributions to the plan are held and administered with the external insurance companies. 
 
At 31 December 2015, the defined benefit plans described above covered approximately 97% of the 
TNT Group obligation for post-employment benefits and approximately 98% of the TNT Group plan 
assets. 
 
Defined benefit pension costs recognised in the income statement 
The valuation of the pension obligation of TNT and the determination of its pension cost are based on 
key assumptions that include employee turnover, mortality rates and retirement ages, discount rates, 
pension increases and future wage increases, which are updated on an annual basis at the beginning of 
each financial year. Actual circumstances may vary from these assumptions giving rise to a different 
pension liability at year-end. The difference between the projected pension liability based on the 
assumptions and the actual pension liability at year-end are reflected in the statement of financial 
position as part of actuarial gains and losses.  
 
In 2015, TNT’s expense for post-employment benefit plans was €43 million (2014: 16), and benefited 
from a past service cost gain of €0 million (2014: 12). Total cash contribution for post-employment 
benefit plans in 2015 amounted to €33 million (2014: 34), of which €0 million (2014: 0) is related to 
recovery payment for the defined benefit plan in the Netherlands. Total cash contribution for 2016 is 
estimated to be around €39 million. 
 
Specification of changes in net pension asset/(liability)
Balance at
31  December 2014
Employer
pension expense
Contributions /
Other
Net actuarial 
gains/losses
Balance at
31  December 2015
Provision for pension liabilities
(218)
                      
(43)
                   
33
                   
25
                   
(203)
                      
of which pension and transitional plans in the Netherlands
(162)
                      
(36)
                   
28
                   
12
                   
(158)
                      
of which other pension plans in Europe
(52)
                        
(6)
                     
3
                    
12
                   
(43)
                        
of which pension plans outside Europe
(4)
                          
(1)
                     
2
                    
1
                    
(2)
                          
Total post-employment benefit plans
(218)
                      
(43)
                   
33
                   
25
                   
(203)
                      
(in € millions)
 
 
The total net pension liability of €203 million at 31 December 2015 (2014: 218) consisted of a pension 
asset of €3 million (2014: 4) and a pension liability of €206 million (2014: 222). 
 
The funded status of TNT’s post-employment benefit plans at 31 December 2015 and 2014 and the 
employer pension expense for 2015 and 2014 are presented in the following table:

Statements 
Chapter 5  
 
 
 
89   
Pension disclosures
2015
2014
Change in benefit obligation
Benefit obligation at beginning of year
(868)
                      
(641)
                 
Service costs
(36)
                        
(26)
                   
Interest costs
(19)
                        
(24)
                   
Past service cost
0
                           
12
                    
Other movements
(5)
                          
18
                    
Foreign currency effects
(3)
                          
(2)
                     
Actuarial (loss)/gain
39
                         
(222)
                 
Benefits paid
12
                         
14
                    
Curtailment
0
                           
3
                      
Benefit obligation at end of year
(880)
                      
(868)
                 
Change in plan assets
Fair value of plan assets at beginning of year
650
                       
551
                  
Actual return on plan assets
0
                           
97
                    
Contributions 
38
                         
34
                    
Other movement/administration cost
(2)
                          
(1)
                     
Other movements
1
                           
(19)
                   
Foreign currency effects
2
                           
2
                      
Benefits paid
(12)
                        
(14)
                   
Fair value of plan assets at end of year
677
                       
650
                  
Funded status at 31 December
Funded status
(203)
                      
(218)
                 
Pension assets/liabilities
(203)
                      
(218)
                 
Net pension asset/(liability)
(203)
                      
(218)
                 
Components of employer pension expense
Service costs
(36)
                        
(26)
                   
Interest costs
(19)
                        
(24)
                   
Expected return on plan assets
14
                         
21
                    
Past service cost
0
                           
12
                    
Curtailment
0
                           
3
                      
Other costs/administration cost
(2)
                          
(2)
                     
Employer pension expense
(43)
                        
(16)
                   
Other post employment benefit plan expenses
0
                           
0
                      
Total post employment benefit expense
(43)
                        
(16)
                   
Weighted average assumptions as at 31 December
Discount rate
2.0%
2.3%
Expected return on plan assets
2.0%
2.3%
Rate of compensation increase
1.9%
2.0%
Rate of benefit increase
1.1%
1.3%
(in € millions, except percentages)
 
 
TNT’s pension expense is affected by the discount rate used to measure pension obligations. 
Management reviews these and other assumptions every year. Measurement date for TNT’s post-
employment benefits is 31 December. Changes in assumptions may occur as a result of economic and 
market conditions. If actual results differ from those assumed, this will generate actuarial gains or 
losses.  
 
IAS 19, ‘Employee Benefits’, requires an entity to determine the rates used to discount employee benefit 
obligations with reference to market yields on high-quality corporate bonds. The first step of the process 
is to identify a set of bonds that accurately reflects the relationship between yield and remaining time to 
maturity for high-quality corporate bonds. For this, TNT uses the iBoxx AA-rated corporate bond 
universe from Bloomberg. After standardisation by means of the par bond approach, the yields to 
maturity are then grouped together in clusters and then curved-fitted. From this a yield curve is derived 
by bootstrapping, following an inclusion of a correction for the duration-mismatch rounded up to the 
nearest decimal. The Nelson-Siegel model is applied to fit the curve towards TNT’s 30-year duration. 
The resulting discount rate per 31 December 2015 was 2.0% (2014: 2.3%). 
 
The expected return on plan assets equals the used discount rate. 
 
Assumptions regarding future mortality are based on advice, published statistics and experience per 
country. The average life expectancy of men after retiring at the average age of 67 is 21 years (2014: 
22). The equivalent life expectancy for women is 24 years (2014: 25). 
 
Funded status defined benefit plans 
The following table reconciles the opening and closing balances of the present value of the defined 
benefit obligation and the fair value of plan assets with the provision for post-employment benefit plans.

Statements 
Chapter 5  
 
 
 
90   
Included in the provision for pension liabilities is the unfunded defined benefit TFR plan in Italy of €24 
million (2014: 29).  
 
Statement of financial position calculations 
At 31 December
2015
2014
Present value of funded benefit obligations
(815)
                      
(796)
                 
Fair value of plan assets
677
                       
650
                  
(Un)funded status
(138)
                      
(146)
                 
Present value of unfunded benefit obligations 
(65)
                        
(72)
                   
Net pension asset/(liability)
(203)
                      
(218)
                 
of which included in pension assets
3
                           
4
                      
of which included in provisions for pension liabilities
(206)
                      
(222)
                 
(in € millions)
 
 
Reasonably possible changes at the balance sheet date to one of the relevant actuarial assumptions, 
holding other assumptions constant, would have affected the defined benefit obligation of the Dutch 
plans by the amounts shown below.  
 
Sensitivity of assumptions (Dutch plans)
% Change in 
assumptions
Change 
in employer
pension obligation
Employer pension obligation 2015
744
                  
Discount rate on net liabilities
+ 0.5%
(84)
                   
Rate of compensation increase
+ 0.5%
4
                      
Rate of benefit increase
+ 0.5%
101
                  
Employer pension obligation 2015
744
                  
Discount rate on net liabilities
- 0.5%
99
                    
Rate of compensation increase
- 0.5%
(4)
                     
Rate of benefit increase
- 0.5%
(86)
                   
(in € millions, except percentages)
 
 
The following table shows the defined benefit obligation, fair value of plan assets and experience 
adjustments thereon for the current annual period and previous annual period. The experience 
adjustment is the difference between the expected and actual position at the end of the year. 
 
Status of funding
At 31 December
2015
2014
Funded and unfunded defined benefit obligation
(880)
                      
(868)
                 
Experience adjustment gain/(loss)
-4.3%
34.4%
Fair value of plan assets
677
                       
650
                  
Experience adjustment gain/(loss)
-2.1%
13.4%
(Un)funded status
(203)
                      
(218)
                 
(in € millions, except percentages)
0
                           
0
                       
 
The following table shows the expected future benefit payments per year related to TNT’s main defined 
benefit plans for the coming five years. The benefits include all expected payments by these plans to the 
pensioners. 
 
Expected benefit payments
Year
Amounts
2016
15
2017
13
2018
12
2019
15
2020
15
(in € millions)

Statements 
Chapter 5  
 
 
 
91   
11 Other provisions: 176 million (2014: 312)  
Specification of other provisions
Other employee
benefit
obligations
Restructuring
Claims and 
indemnities
Other
Total
Balance at 31 December 2014
52
                         
117
                       
81
               
62
               
312
             
of which included in other provisions (non-current)
38
                         
2
                           
17
               
37
               
94
               
of which included in other provisions (current)
14
                         
115
                       
64
               
25
               
218
             
Changes in 2015
Additions
9
                           
41
                         
4
                 
15
               
69
               
Withdrawals
(7)
                          
(106)
                      
(2)
                
(17)
              
(132)
            
Exchange rate differences
1
                           
1
                           
(1)
                
(5)
                
(4)
                
Releases/other
(1)
                          
(9)
                          
(50)
              
(9)
                
(69)
              
Total changes 
2
                           
(73)
                        
(49)
              
(16)
              
(136)
            
Balance at 31 December 2015
54
                         
44
                         
32
               
46
               
176
             
of which included in other provisions (non-current)
40
                         
0
                           
17
               
30
               
87
               
of which included in other provisions (current)
14
                         
44
                         
15
               
16
               
89
               
(in € millions)
 
 
At 31 December 2015, other employee benefit obligations consisted of provisions relating to jubilee 
payments of €16 million (2014: 16), long-service benefits of €14 million (2014: 8) and other employee 
benefits of €24 million (2014: 28). Short-term employee benefits, such as salaries, profit-sharing and 
bonuses are discussed in note 18. 
 
At 31 December 2015, the restructuring provision amounted to €44 million (2014: 117), of which €20 
million (2014: 46) is related to restructuring in International Europe, €21 million (2014: 44) is related to 
restructuring in Domestics, and €3 million (2014: 27) is related to restructuring in Unallocated. 
 
The total additions to restructuring provisions for 2015 amounted to €41 million (2014: 131), of which 
€14 million (2014: 46) is related to restructuring in International Europe, €19 million (2014: 55) is related 
to restructuring in Domestics, and €8 million (2014: 30) is related to restructuring in Unallocated. 
 
The withdrawals from the restructuring provision of €106 million (2014: 69) were related to settlement 
payments following restructuring programmes of which €36 million (2014: 46) is related to restructuring 
in International Europe, €41 million (2014: 19) is related to restructuring in Domestics, and €29 million 
(2014: 4) is related to restructuring in Unallocated. 
 
Included in the provision for claims and indemnities are provisions for claims from third parties, mainly 
customers, with respect to the ordinary business activities of TNT. At 31 December 2015, provision for 
claims and indemnities was €3 million (2014: 4) in International Europe, €1 million (2014: 0) in 
International AMEA, €27 million (2014: 25) in Domestics, and €1 million (2014: 52) in Unallocated. In 
2015, €50 million was transferred out of provision for claims and indemnities to short-term liabilities 
related to the case with the French Competition Authority. 
 
Other provisions consist of provision for legal obligations, dilapidation, onerous contracts and other risks 
incurred in the course of normal business operations. 
 
The estimated utilisation is €89 million in 2016, €23 million in 2017, €10 million in 2018 and in 2019 and 
beyond €54 million. 
 
12 Long-term debt: 103 million (2014: 166)  
Specification of long-term debt
At 31 December
Carrying
amount
Fair 
value
Carrying
amount
Fair 
value
Finance leases
92
                      
93
                
142
             
143
             
Other loans
7
                        
6
                  
12
               
12
               
Derivatives
4
                        
4
                  
12
               
12
               
Total long-term debt
103
                    
103
              
166
             
167
             
(in € millions)
2015
2014
 
 
In the table above, the fair value of long-term interest-bearing debt, net of its current portion, has been 
determined by calculating the discounted value of the future cash flows (redemption and interest) using 
the interbank zero coupon curve. The carrying amounts of the current portion of long-term debt 
approximate their fair value. 
 
The following table sets forth the carrying amounts of interest-bearing long-term liabilities (including the 
current portion) during each of the following five years and thereafter:

Statements 
Chapter 5  
 
 
 
92   
Total borrowings
Finance
leases
Other
loans
Derivatives
Short-term 
bank debt
Total
2016
87
                      
3
                  
0
                 
34
               
124
             
2017
76
                      
3
                  
4
                 
0
                 
83
               
2018
3
                        
2
                  
0
                 
5
                 
2019
3
                        
2
                  
0
                 
0
                 
5
                 
2020
3
                        
0
                 
0
                 
3
                 
Thereafter
7
                        
0
                 
0
                 
7
                 
Total borrowings
179
                    
10
                
4
                 
34
               
227
             
of which included in long-term debt
92
                      
7
                  
4
                 
0
                 
103
             
of which included in other current liabilities
87
                      
3
                  
0
                 
34
               
124
             
(in € millions)
 
 
Refer to notes 29 and 30 for underlying details of the financial instruments. 
 
13 Other current liabilities: 377 million (2014: 290)  
Specification of other current liabilities
At 31 December
2015
2014
Short-term bank debt
34
                         
28
                         
Other short-term debt
90
                         
22
                         
Total current borrowings
124
                       
50
                         
Taxes and social security contributions
120
                       
110
                       
Expenses to be paid
31
                         
22
                         
Other 
102
                       
108
                       
Total
377
                       
290
                       
(in € millions)
 
 
Total current borrowings 
Other short-term debt includes short-term bank facilities of €3 million (2014: 2) and the current portion of 
outstanding finance lease liabilities of €87 million (2014: 20). There were no balances as of 31 
December 2015 expected to be settled after 12 months (2014: 0).  
 
Other includes outstanding short-term foreign exchange forward contracts amounting to €4 million 
(2014: 6), outstanding short-term interest rate swap amounting to €3 million (2014:0), liabilities related to 
salaries and wages of €21 million (2014: 13), agent and supplier refundable deposits of €12 million 
(2014: 7), liability for import duties of €23 million (2014: 15), cash on delivery collections on behalf of 
customers of €9 million (2014:10), liabilities for employee redundancies of €1 million (2014: 1), and other 
miscellaneous items of €29 million (2014: 56). 
 
The fair value of outstanding short-term foreign exchange forward contracts has been calculated at the 
relevant (forward) market rates at 31 December 2015. Refer to note 30 for the notional principal amount 
of outstanding foreign exchange forward contracts. 
 
14 Accrued current liabilities: 640 million (2014: 558)  
Specification of accrued liabilities
At 31 December
2015
2014
Amounts received in advance
17
                         
16
                         
Expenses to be paid
479
                       
363
                       
Vacation days/vacation payments
69
                         
77
                         
Other accrued current liabilities
75
                         
102
                       
Total
640
                       
558
                       
(in € millions)
 
 
At 31 December 2015, accrued current liabilities amounted to €640 million (2014: 558). The increase is 
mainly due to a liability related to the fine of €58 million ordered by the French Competition Authority (of 
which €50 million was transferred out of provision for claims and indemnities), and a liability of €19 
million related to the cash-settlement of share-based payments.  
 
Of the total, an amount of €3 million is expected to be settled after 12 months (2014: 6).

Statements 
Chapter 5  
 
 
 
93   
NOTES TO THE CONSOLIDATED INCOME STATEMENT 
 
15 Net sales: 6,674 million (2014: 6,472)  
The net sales of TNT relate to the trading activities of the reportable segments, arising from rendering of 
services. Net sales allocated by geographical area in the country or region in which the entity records 
sales is detailed in note 34.  
 
16 Other operating revenue: 240 million (2014: 208)  
Other operating revenue is related to the tendering of services not related to TNT’s normal trading 
activities, and includes the sale of unutilised air cargo space to third parties of €80 million (2014: 105), 
operation of aircraft for third parties (including charters and wet leases) of €121 million (2014: 74), and 
other services including customs clearance, maintenance and ground handling of €39 million (2014: 29). 
 
17 Other income: 4 million (2014: 17)  
In 2015, other income related to a profit on the sale of TNT Business Solutions Ltd. of €1 million (related 
to the outsourcing of the shared-service centres as part of the BPO contract) and other assets held for 
disposal of €3 million. 
In 2014, other income related to a profit on the sale of TNT Fashion Group B.V. (TNT Fashion) of €7 
million, other assets held for disposal of €2 million, and miscellaneous items of €8 million.  
 
18 Salaries and social security contributions: 2,095 million (2014: 2,126)  
Specification of salaries and social security contributions
Year ended at 31 December
2015
2014
Salaries
1,689
1,771
Share-based compensation
16
5
Pension charges:
Defined benefit plans
43
16
Defined contribution plans
34
34
Social security charges
313
300
Total
2,095
2,126
(in € millions)
 
 
Refer to note 10 for more information on the defined benefit plans expense of €43 million. The share-
based compensation expense of €16 million comprises of €15 million related to senior management 
(refer to senior management section below for more information), and €1 million related to the Executive 
Board (refer to note 19 for more information).  
 
Labour force
2015
2014
Employees1
International Europe
15,239
15,205
International AMEA
8,999
9,260
Domestics
27,210
27,864
Unallocated2
4,751
5,963
Total at year-end
56,199
58,292
External agency staff at year-end
5,204
6,760
Average full-time equivalents (FTEs)1
International Europe
13,795
13,708
International AMEA
9,430
9,514
Domestics
27,838
28,649
Unallocated2
5,032
5,614
Total year average
56,095
57,485
1Including temporary employees on TNT payroll.
2Including employees and FTEs in Head Office and Global IT Support Centre.
 
 
The average number of FTEs working in TNT during 2015 was 56,095, which decreased by 1,390 
compared to 2014, year-to-date. This was mainly due to the transfer of employees of the shared-service 
centres as part of the BPO contract, the sale of TNT Fashion in 2014, and restructuring in various 
countries. The presented figures exclude joint ventures. 
 
Hereafter relevant incentive schemes and costs recognised for senior management are further 
disclosed.  
 
Share-based compensation for senior management 
A selected group of senior managers may participate in variable share-based schemes. Participation 
and application of the variable share-based schemes for senior management is dependent on the 
decision of the Executive Board.

Statements 
Chapter 5  
 
 
 
94   
The figures disclosed in the following tables exclude the amounts related to the members of the 
Executive Board which are disclosed in note 19.  
 
As published in the Offer Memorandum and in accordance with the applicable plan rules: (i) all share 
rights held by senior management will vest on the Settlement Date, provided that for the 2015 share 
rights vesting will occur and become payable on a time pro rata parte basis up to the Settlement Date 
(calculated on a monthly basis); and (ii) the vesting will be settled in cash rather than in shares, based 
on the offer price. 
 
In case the Settlement Date occurs after the regular vesting date of the 2013 performance share plan 
award, this 2013 grant will become subject to regular vesting, based on the achieved applicable 
performance scores. The 2013 performance shares will in such event, however, still be settled in cash 
rather than in TNT shares. Based on the required steps and subject to the necessary approvals, FedEx 
and TNT continue to anticipate that the FedEx Offer will close in the first half of 2016.  
 
Given the likelihood of the acquisition by FedEx and the cash settlement of the share-based schemes, 
the plans have been accounted for using a fair value of €8.00 (offer price) as per the balance sheet 
date. The full plan costs have been proportionally allocated to the reporting period.  
 
The total of the expense related to the variable share-based schemes (senior management excluding 
the Executive Board) recognised in the income statement for 2015 amounted to €15 million (2014: 5). 
The total carrying amount of the share-based payment liability (senior management excluding the 
Executive Board) as of 31 December 2015 amounts to €18 million. 
 
Bonus/matching plan 
In 2014, appointed members of a selected group of managers could on a voluntary basis participate in 
the bonus/matching plan by investing a maximum of 50% of the gross payout of the short-term incentive 
of the previous year. However, the investment in TNT shares could not be more than the net proceeds 
of the bonus. After a three-year holding period, these bonus shares will be matched on a one-to-one 
basis and settled in shares, provided continued service. For each bonus share that is sold within three 
years, the associated right to one matching share lapses. If more than 50% of the bonus shares are sold 
within the three-year vesting period, the entire right to matching shares lapses with immediate effect. 
 
In both 2015 and 2013, the Executive Board decided not to provide for a bonus/matching share grant for 
senior management.  
 
The following table shows the number of shares comprising the matching rights of the 2014 
bonus/matching plan: 
 
Outstanding
31 December 
2014
Granted
during
2015
Vested or 
forfeited
during 2015
Outstanding
31  December 
2015
Senior management
170,308
36,705
133,603
Total
170,308
36,705
133,603
2014 Bonus/matching plan
Bonus/matching plan:
Number of matching rights to shares
 
 
The costs incurred for the plan in 2015 amounted in total to €644,590 (2014: 222,001). 
 
Performance share plan  
Outstanding grants 
On 29 April 2015, the annual grant under the TNT performance share plan occurred for a selected group 
of senior managers (2014 grant date: 29 April 2014; 2013 grant date: 30 April 2013). The maximum 
number of shares comprised in the share award reflects the position that the participant holds and 
management’s assessment of his/her future contribution to the company. 
 
The grant was originally made under terms and conditions described below. 
 
The performance shares vest after a three-year period, upon continued employment.  
 
For the 2015 and 2014 grants, the actual number of shares that vest depends on the performance of the 
following performance measures:

Statements 
Chapter 5  
 
 
 
95   
 50% financial target: the total shareholder return (TSR) performance of the company measured on a 
three-year basis against the TSR of a peer group of all AEX companies (50% weighting) and of 
TNT’s three main direct competitors (Deutsche Post DHL, FedEx and UPS) (50% weighting); and 
 50% non-financial target: customer satisfaction measured on an annual basis. 
 
For the 2013 grant, the actual number of shares that vest depends on the performance of the following 
performance measures: 
 50% financial target: the TSR performance of the company measured on a three-year basis against 
the TSR of a peer group of companies (full AEX); and 
 50% non-financial targets: (customers, employees and sustainability) measured on an annual basis. 
 
The actual number of 2015 performance shares that will vest at the vesting date will be determined by 
the TSR performance over the period 2015 to 2018 (2014 grant: 2014 to 2017; 2013 grant: 2013 to 
2016), and the performance on the non-financial target over the three calendar years preceding the 
vesting date. 
 
The maximum number of shares that can vest under the plan amounts to 100% of the base allocation.  
 
The 2015 grant was initially intended as an equity-settled scheme with a fair value of €6.38, which is the 
average of the fair values of €5.42 for the 50% TSR portion and €7.34 for the 50% non-financial portion. 
In line with previous years, the fair value of the TSR portion has been measured using the Monte Carlo 
fair value measurement method, whereas that of the non-financial portion is derived from the share price 
on Euronext Amsterdam at grant date (29 April 2015: €7.61), corrected for the dividend yield for the 
three-year vesting period.  
 
Significant assumptions used in the calculations to determine the fair value of the equity-settled 2015 
grant were as follows: 
 
Assumptions
2015
Share price (in €)
7.61
Volatility (%)
29.66
Vesting period (in years)
3
Risk free rate (%)
0.11
Dividend yield (%)
1.21  
 
The costs incurred in 2015 for the 2015 grant amounted to €3,276,073. 
 
The costs incurred in 2015 for the 2014 and 2013 grants, amounted in total to €7,123,203 and 
€3,680,213, respectively. 
 
Vesting of the 2012 compensation grant 
Due to the intended merger with UPS in 2012, the 2012 grant of performance shares did not occur.  
 
In 2013, the Supervisory Board decided to provide for a limited 2012 compensation grant. The grant 
date was 30 April 2013 and vesting occurred after a two-year period, based on continued employment. 
The 2012 compensation grant vested on 30 April 2015, and was settled in shares. 
 
The total costs incurred in 2015 for the 2012 compensation grant, amounted in total to €580,051 and 
were based on a fair value of €5.78 per share. The fair value is based on the share price on Euronext 
Amsterdam at the grant date (30 April 2013: €5.83), corrected for the dividend yield for the two-year 
vesting period. 
 
The following table shows the number of rights to performance shares related to the 2015, 2014 and 
2013 grants and to the 2012 compensation grant for senior management:  
 
Maximum number of rights to performance shares
Year   
Outstanding
31 December 
2014
Granted
during
2015
Vested 
during
2015
Forfeited 
during
2015
Outstanding
31 December 
2015
Remaining 
years in 
contractual 
life1
Senior management 
2015 
1,972,250
4,342
115,648
1,852,260
2.3
2014 
2,114,334
33,952
666,767
1,413,615
1.3
20132
1,435,569
369,477
371,513
694,579
0.3
Total
3,549,903
1,972,250
407,771
1,153,928
3,960,454
1This column shows the remaining years per grant, based on the regular three-year vesting period. For the 2013 grant 0.3 years remain, the 2012 
compensation grant vested on 30 April 2015.
2The 2013 grant of performance shares includes both the regular 2013 grant and the 2012 compensation grant.

Statements 
Chapter 5  
 
 
 
96   
Settlement of obligations under the equity-settled schemes 
TNT manages the obligations the company has under the existing share plans by purchasing shares on 
the market the moment such obligation arises. At 31 December 2015, the company held no shares for 
the purpose of covering any obligations under the existing plans (2014: 0 shares).  
 
19 Remuneration of members of the Supervisory Board and Executive Board  
Remuneration of members of the Supervisory Board 
For the year 2015, the remuneration of the members of the Supervisory Board amounted to €497,500.  
 
The remuneration of individual members of the Supervisory Board is set out in the following table: 
 
Remuneration of the Supervisory Board
Base
fee1
Additional
 meetings fee2
Other
payments3
Total
remuneration
2015
Total
remuneration
2014
Mr Burgmans
60,000
25,000
13,500
98,500
80,000
Ms Harris
45,000
16,500
22,500
84,000
83,000
Mr King
45,000
9,000
26,000
80,000
74,000
Mr Levy
45,000
13,500
30,000
88,500
79,000
Ms Scheltema 
45,000
15,000
12,500
72,500
66,500
Mr Vollebregt
45,000
15,000
14,000
74,000
69,500
Total
285,000
94,000
118,500
497,500
452,000
(in €  )
1Base fees include payments for membership of the Supervisory Board.  
2Payments relating to attended Supervisory Board meetings over and above the usual business calendar.
3Payments relating to the number of attended committee meetings, including travel allowance for foreign members. 
 
 
No equity was granted to members of the Supervisory Board and none of the members of the 
Supervisory Board accrued any pension rights with the company. Moreover, the members of the 
Supervisory Board do not receive any severance payments in the event of termination nor will they be 
entitled to a contractual severance payment in the event of removal by the general meeting of 
shareholders.  
 
TNT does not grant loans, including mortgage loans, or provide guarantees to any member of the 
Supervisory Board.  
 
Remuneration of members of the Executive Board 
In 2015, the remuneration of the Executive Board consisted of: 
 base compensation;  
 other periodic paid compensation;  
 pension allowance; and 
 variable compensation (accrued short-term and long-term incentive). 
For the members of the Executive Board, the actual remuneration paid in 2015 was €1,615,300. In 
addition, the accruals for the long-term incentive schemes and the recognition in full as per 31 
December 2015 of the expected severance payments payable in 2016 amounted to €548,753 and 
€3,205,209, respectively.  
 
The 2015 remuneration of the individual members of the Executive Board is set out in the following 
table. In this table the costs are specified per remuneration component.

Statements 
Chapter 5  
 
 
 
97   
2015 Remuneration
Base 
compensation
Other 
periodic paid
compensation
Pension
costs
Accrued for
short-term 
incentive
Total
Tex Gunning
750,000
37,099
187,500
974,599
Maarten de Vries4
500,000
15,701
125,000
640,701
Total 
1,250,000
52,800
312,500
0
1,615,300
Accrued for 
long-term 
incentive2
Expected 
severance 
payments3
Total
Tex Gunning
317,862
1,955,209
2,273,071
Maarten de Vries4
230,891
1,250,000
1,480,891
Total 
548,753
3,205,209
3,753,962
2015
2014
Tex Gunning
3,247,670
1,083,176
Maarten de Vries4
2,121,592
358,357
Total 
5,369,262
1,441,533
(in € )
3The expected severance payments become payable in 2016 and exclude the provision for additional employer wage tax (art. 
32bb Dutch Wage Tax Act 1964), currently estimated at €2.4m.
4As of 1 July 2014, M r De Vries was assigned as CFO.
2015 Remuneration of the Executive Board and FedEx acquisition-related1 accruals 
1No additional bonus entitlement or similar will be paid to the members of the Executive Board in relation to a successful 
closure of the intended acquisition by FedEx.
2Calculations are based on the vesting of the 2014 and 2015 equity series as determined in the Offer M emorandum, thereby 
taking into account the statutory claw-back regulations ('de afroomregeling').
2015 FedEx acquisition-related accruals 
2015 Remuneration and FedEx acquisition-related accruals
Profit and loss impact
 
 
TNT does not grant loans, including mortgage loans, or provide guarantees to any member of the 
Executive Board.  
 
Base compensation 
The 2015 annual base compensation for Mr Gunning and Mr De Vries amounted to €750,000 and 
€500,000, respectively. 
 
Other periodic paid compensation 
The other periodic paid compensation includes company costs related to tax and social security, 
company car and other costs.  
 
Pension 
Mr Gunning and Mr De Vries receive a monthly gross pension allowance of 25% of their monthly base 
compensation.  
 
Variable compensation 
Accrued short-term incentive 
The 2015 accrued short-term incentive amounts for the Executive Board are nil (2014: nil for the current 
members of the Executive Board). 
Accrued long-term incentive (based on the intended acquisition by FedEx) 
2015 and 2014 grants 
On 29 April 2015, the grant under the TNT performance share plan occurred. Refer to note 18 for details 
of the performance share plan including assumptions used for the valuation, and for the impact of the 
intended acquisition by FedEx to the outstanding share rights. The statutory claw-back regulations (‘de 
afroomregeling’) will be applied to the members of the Executive Board and they will therefore not 
receive the offer price of €8.00 for their shares, but instead €5.56 (which was the TNT share price four 
weeks before the FedEx Offer was publicly announced).

Statements 
Chapter 5  
 
 
 
98   
The 2015 and 2014 grants of performance shares for the members of the Executive Board are based on 
a value of 50% of their annual base compensation. The actual maximum number of rights to shares 
granted is determined by dividing the available amount (50% of the annual base compensation) by the 
fair value of the right to a share according to IFRS, as calculated at grant date.  
 
The 2014 grant to Mr Gunning was made on 29 April 2014. Mr De Vries joined the company on 1 July 
2014, therefore his 2014 award of performance shares has been prorated (94%) for his time in service 
during the three-year vesting period (29 April 2014 - 1 May 2017). This grant took place on 28 October 
2014.  
 
The following table summarises the status of the rights awarded in 2015 and 2014 under the 
performance share plan to the members of the Executive Board: 
 
Maximum number of rights to performance shares
Outstanding 31 
December 
20141
Granted during 
20152
Vested 
during
2015
Forfeited
during
2015
Outstanding 31 December 20153
Tex Gunning
77,946
58,777
136,723
Maarten de Vries
49,024
39,185
88,209
Total 
126,970
97,962
224,932
3The numbers shown in this column represent the maximum numbers of shares comprising the rights to performance shares. In view of the FedEx Offer, the 
actual numbers of shares subject to accelerated vesting on the Settlement Date will be reduced in accordance with the applicable terms and conditions of 
the Offer M emorandum, thereby taking into account the statutory claw-back regulations ('de afroomregeling'). 
1The remaining years in contractual life of the 2014 grant as per the balance sheet date is 1.3 years, based on the regular three-year vesting period.
2The remaining years in contractual life of the 2015 grant as per the balance sheet date is 2.3 years, based on the regular three-year vesting period.
 
 
The following table shows the costs of the rights to performance shares related to the 2015 and 2014 
grants.  
 
 
Performance share plan costs
Costs in 2015
from performance
shares granted in 
2015
Costs in 2015 from 
performance shares 
granted in 2014
Accrued for  
long-term incentive
(based on the intended 
acquisition by  FedEx )
Tex Gunning
72,619
245,243
               
317,862
Maarten de Vries
48,413
182,478
               
230,891
Total
121,032
427,721
548,753
(in € )
 
 
The costs incurred in 2015 for the 2015 grant, amounted in total to €121,032. The costs incurred in 2015 
for the 2014 grant, amounted in total to €427,721 (2014: 134,901). 
 
Severance 
Following the Settlement Date, Mr Gunning will resign as Executive Board member. Mr De Vries will 
remain on the Executive Board of TNT after settlement for a period of six months, after which his 
contract will be terminated. Consequently, in accordance with the 2015 remuneration policy as approved 
by the Annual General Meeting of Shareholders, and as disclosed in the Offer Memorandum, both Mr 
Gunning and Mr De Vries qualify for a change in control severance payment equal to the sum of the last 
annual base compensation and pension contribution, plus the average bonus received over the last 
three years, multiplied by two. The total expected severance payments amount to €3.2 million.  
 
TNT will fully comply with the act on severance payments (article 32bb Dutch Wage Tax Act 1964 – 
‘Wet op de loonbelasting 1964’). The provision for such additional employer wage tax amounts to €2.4 
million. 
 
As the closing of the intended acquisition by FedEx is considered to be probable as of 31 December 
2015, the expected change in control severance payments and the additional employer wage tax have 
been recognised in full as of 31 December 2015. 
 
For completeness sake, no additional bonus entitlement or similar will be paid to the members of the 
Executive Board in relation to a successful closure of the intended acquisition by FedEx.

Statements 
Chapter 5  
 
 
 
99   
20 Depreciation, amortisation and impairments: 201 million (2014: 210)  
Specification of depreciation, amortisation and impairments
Year ended at 31 December
2015
2014
Amortisation of intangible assets
39
                         
35
Depreciation of property, plant and equipment
151
                       
137
Impairment of intangible assets
2
                           
34
Impairment of property, plant and equipment
9
                           
4
                           
Total
201
210
(in € millions)
 
 
The amortisation of intangible assets of €39 million (2014: 35) was related to software for €38 million 
(2014: 34) and other intangibles for €1 million (2014: 1).  
 
The impairment of intangible assets was related to goodwill impairment of €0 million (2014: 32) and 
software impairments of €2 million (2014: 2). Refer to note 1 for more information.  
 
21 Other operating expenses: 340 million (2014: 417)  
The other operating expenses consisted of government legal fees, marketing, consulting, shared-service 
costs, and auditors’ fees.  
 
Other operating expenses decreased by €77 million in 2015 compared to 2014, due to the reduction in 
consulting fees related to the transformation of TNT and marketing costs. 
 
In 2015, fees for audit services included the audit of TNT’s annual financial statements, procedures on 
interim financial statements, statutory audits, employee benefit plan audits, audits of corporate 
sustainability reports and internal control reviews.  
 
The fees can be divided into the following categories:  
 
Fees
Year ended at 31 December
2015
2014
Audit fees
5
                           
4
                           
Tax advisory fees
0
                           
0
                           
Other fees
0
                           
0
                           
Total
5
                           
4
                           
(in € millions)
 
 
In accordance with Dutch legislation, article 382 (a) of Book 2 of the Dutch Civil Code, the total audit and 
audit-related fees paid to PricewaterhouseCoopers Accountants N.V. seated in the Netherlands, 
amounted to €3 million.  
 
22 Net financial (expense)/income: -34 million (2014: -24)  
Specification of net financial (expense)/income 
Year ended at 31 December
2015
2014
Interest and similar income
15
                         
12
                         
Changes in fair value hedges
0
                           
0
                           
Total interest and similar income
15
                         
12
                         
Interest and similar expenses
(39)
                        
(30)
                        
Fair value change cash flow hedge recycled to profit and loss 
(1)
                          
(1)
                          
Changes in fair value hedges
0
                           
0
                           
Net foreign exchange losses
(9)
                          
(5)
                          
Total interest and similar expenses
(49)
                        
(36)
                        
Net financial expenses
(34)
                        
(24)
                        
(in € millions)
 
 
Total interest and similar income: 15 million (2014: 12) 
The external interest and similar income of €15 million (2014: 12) is mainly related to interest income 
from banks, loans and deposits of €7 million (2014: 6) (of which €5 million (2014: 6) is related to interest 
on (notional) cash pools), and interest on foreign currency hedges of €6 million (2014: 3). 
 
Total interest and similar expenses: 49 million (2014: 36) 
The external interest and similar expense of €39 million (2014: 30) is mainly related to interest on 
foreign currency hedges of €13 million (2014: 12), interest expense on long-term borrowings of €10 
million (2014: 9), interest expense on bank overdrafts and bank loans of €8 million (2014: 5) (of which 
€3 million (2014: 3) is related to interest on (notional) cash pools), interest on taxes of €4 million (2014:

Statements 
Chapter 5  
 
 
 
100 
  
1), and interest on provisions of €2 million (2014: -1). The increase in interest on foreign currency 
hedges was caused by higher interest rate differentials between currencies in foreign exchange forward 
contracts.  
The net foreign exchange losses of €9 million (2014: 5) is mainly related to realised currency translation 
adjustments on liquidated foreign investments of €6 million (2014: 0), that were recycled from the 
translation reserve to the income statement.  
 
In accordance with IFRS, interest income and expense on (notional) cash pools are reported on a gross 
basis. From an economic and legal perspective, the €3 million (2014: 3) interest expense nets off 
against the €5 million (2014: 6) of interest income. The amounts are not netted in the income statement 
because under IFRS such offset needs in practice to be irreversibly exercised from time to time.  
 
The interest and similar income and expense on various foreign exchange derivatives have been 
aggregated on a gross basis while economically the €6 million of interest income on hedges and €0 
million change in fair value hedges (2014: 3 interest income and 0 change in fair value hedges) partly 
offsets the €13 million interest expense on hedges and €1 million fair value changes of cash flow 
hedges (2014: 12 interest expense and 1 change in fair value hedges). 
 
23 Income taxes: 67 million (2014: 87)  
In 2015, the tax expense amounted to €67 million (2014: 87) on income before taxes of €11 million 
(2014: -103), resulting in an effective tax rate of 609.1% (2014: -84.5%). 
 
Income tax expense consisted of the following: 
 
Specification of income tax expense
Year ended at 31 December
2015
2014
Current tax expense/(income)
49
                    
50
                    
Deferred tax expense/(income)
18
                    
37
                    
Total income taxes
67
                    
87
                    
(in € millions)
 
 
In 2015, the current tax expense amounted to €49 million (2014: 50). The difference between the total 
income taxes in the income statement and the current tax expense is due to movements in deferred tax 
assets and deferred tax liabilities. 
 
Effective income tax rate 
Year ended at 31 December
2015
2014
Dutch statutory income tax rate
25.0
                 
25.0
                 
Adjustment regarding effective income tax rates other countries
(30.7)
               
18.0
                 
Permanent differences:
Non and partly deductible costs
136.0
               
(8.3)
                 
Non and partly deductible impairments
(7.8)
                 
Other
478.8
               
(111.4)
              
Effective income tax rate 
609.1
               
(84.5)
               
(in percentages)
 
 
The mix of income from countries in which TNT operates resulted in a weighted average statutory tax 
rate of -5.7%. Several non-deductible costs affected the effective tax rate by 136 percentage points.  
 
The line ‘other’ shows an impact of 478.8 percentage points and includes: 
– the net impact of losses for which no deferred tax assets could be recognised due to uncertainty of 
the recoverability of those assets: 580.9 percentage points; 
– the settlement with the French Competition Authority in excess of the provision already recorded is a 
non-deductible expense for tax purposes: 19.1 percentage points; and 
– the remaining ‘other’ of -121.2 percentage points consists of several other items and includes local 
taxes and accounting estimates relating to tax balances and one-off movements in income tax 
payable. 
 
At 31 December 2015, the income tax receivable amounted to €53 million (2014: 46) and the income tax 
payable amounted to €25 million (2014: 52). In 2015, TNT paid income taxes of €76 million (2014: 109). 
 
The following table shows the movements in deferred tax assets in 2015:

Statements 
Chapter 5  
 
 
 
101 
  
Movements in deferred tax assets
Provisions
Property, plant 
and equipment
Losses carried 
forward
Other
Total
Deferred tax assets at 31 December 2013
59
                    
6
                      
108
                  
25
                    
198
                  
Changes via other comprehensive income
37
                    
0
                      
0
                      
(2)
                    
35
                    
Changes via income statement
0
                      
2
                      
(46)
                  
3
                      
(41)
                  
(De)consolidation/foreign exchange effects
1
                      
(1)
                    
5
                      
1
                      
6
                      
Deferred tax assets at 31 December 2014
97
                    
7
                      
67
                    
27
                    
198
                  
Changes via other comprehensive income
(6)
                    
0
                      
0
                      
(3)
                    
(9)
                    
Changes via income statement
(25)
                  
(3)
                    
(6)
                    
12
                    
(22)
                  
(De)consolidation/foreign exchange effects
1
                      
0
                      
2
                      
2
                      
5
                      
Deferred tax assets at 31 December 2015
67
                    
4
                      
63
                    
38
                    
172
                  
(in € millions)
 
 
Deferred tax assets and liabilities are presented net in the statement of financial position if TNT has a 
legally enforceable right to offset current tax assets against current tax liabilities and the deferred taxes 
relate to the same taxation authority. Out of the total ‘other’ deferred tax assets of €38 million (2014: 27) 
an amount of €5 million (2014: 9) is related to temporary differences for assets that are both capitalised 
and depreciable for tax purposes only. 
 
The total accumulated losses available for carry forward at 31 December 2015 amounted to €1,270 
million (2014: 1,341). With these losses carried forward, future tax benefits of €361 million could be 
recognised (2014: 401). Tax deductible losses give rise to deferred tax assets at the substantively 
enacted statutory tax rate in the relevant country. Deferred tax assets are recognised if it is probable 
that they will be realised. The probability of the realisation is impacted by uncertainties regarding the 
realisation of such benefits, for example, as a result of the expiration of tax losses carried forward and 
projected future taxable income. As a result, TNT has not recognised €298 million (2014: 325) of the 
potential future tax benefits and has recorded deferred tax assets of €63 million at the end of 2015 
(2014: 67). Of the total recognised deferred tax assets for loss carry forward an amount of €13 million 
(2014: 9) was offset against deferred tax liabilities. 
 
The expiration of total accumulated losses is presented in the following table: 
 
Expiration of total accumulated losses
2016
11
2017
18
2018
17
2019
16
2020 and thereafter
87
Indefinite
1,121
Total
1,270
(in € millions)
 
 
The following table shows the movements in deferred tax liabilities in 2015: 
 
Movement in deferred tax liabilities
Property, plant 
and equipment
Other
Total
Deferred tax liabilities at 31 December 2013
13
                    
2
                      
15
                    
Changes via income statement
(3)
                    
(1)
                    
(4)
                    
(De)consolidation/foreign exchange effects
(1)
                    
(1)
                    
Deferred tax liabilities at 31 December 2014
9
                      
1
                      
10
                    
Changes via income statement
(3)
                    
(1)
                    
(4)
                    
(De)consolidation/foreign exchange effects
(1)
                    
(1)
                    
Deferred tax liabilities at 31 December 2015
5
                      
0
                      
5
                      
(in € millions)

Statements 
Chapter 5  
 
 
 
102 
  
NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS  
 
The non-cash transactions in the consolidated statement of cash flows relate to depreciation, 
amortisation and impairment charges, share-based payment expenses, results from investments in 
associates and joint ventures, foreign exchange gains and losses, investments in property, plant and 
equipment financed via finance leases, book results on sale of property, plant and equipment, and 
changes in provisions. 
 
24 Net cash from/(used in) operating activities: -6 million (2014: 106)  
 
Cash generated from operations  
The cash generated from operations decreased from €246 million in 2014 to €109 million in 2015. Profit 
before income taxes contributed €11 million (2014: -103) or €211 million (2014: 114), after adjusting for 
the non-cash impact of depreciation, amortisation, impairments and share-based payments.  
 
The change in net pension liabilities of €2 million in 2015 (2014: -10), reflects the net cash movement of 
the total TNT non-cash employer pension expense for the post-employment defined benefit plans of €43 
million (2014: 16), compared to the total TNT cash contributions to various post-employment defined 
benefit plans and other movements for a total amount of €33 million (2014: 34). 
 
In 2015, there was a net cash outflow of €86 million in other provisions compared to a net cash inflow of 
€89 million in 2014. This was mainly due to the utilisation of the provisions of €132 million (mainly 
restructuring and other), offset by additions for restructuring and other.  
 
In 2015, the net cash outflow related to working capital amounted to €41 million, which is a movement of 
€-91 million compared to 2014 (2014: 50).  
 
Interest paid  
The total cash outflow for interest paid in 2015 is €39 million (2014: 31). Interest paid includes interest 
on foreign currency hedges of €13 million (2014: 11), interest on TNT’s financial leases of €10 million 
(2014: 9), interest payments of €8 million (2014: 5) related to short-term debt (of which €3 million (2014: 
3) is due to (notional) cash pools that are offset against the interest received), and interest paid on taxes 
of €4 million (2014: 1). The increase in interest on foreign currency hedges was mainly caused by higher 
interest rate differentials between currencies in foreign exchange forward contracts.  
 
The interest paid and received on (notional) cash pools are reported on a gross basis in accordance 
with IFRS. From an economic and legal perspective the €3 million (2014: 3) interest paid fully nets off 
against the €5 million (2014: 6) interest received. The amounts are not netted in the income statement 
and cash flow statement because under IFRS such offset needs in practice to be irreversibly exercised 
from time to time. 
 
Similarly, the interest paid and received on various foreign currency derivatives have been aggregated 
on a gross basis, while economically the €6 million of interest received (2014: 3) is offset against the 
€13 million (2014: 11) of interest paid on hedges.  
 
Income taxes paid  
In 2015, TNT paid income taxes of €76 million (2014: 109). 
 
25 Net cash used in investing activities: -159 million (2014: -117)  
Interest received  
In 2015, interest received of €15 million (2014: 12) mainly includes interest relating to short-term bank 
balances and deposits of €7 million (2014: 6) (of which €5 million (2014: 6) is due to cash pools that are 
offset against the interest paid), and realised interest on foreign currency hedges of €6 million (2014: 3).

Statements 
Chapter 5  
 
 
 
103 
  
Capital expenditure on other intangible assets and property, plant and equipment 
In 2015, capital expenditure on property, plant and equipment amounted to €245 million (2014: 147), 
and was mainly related to construction-related activities at a number of depots, investments in vehicles, 
IT equipment and depot equipment. The capital expenditure on intangible assets of €64 million (2014: 
43) is primarily related to purchased software and software development projects. In 2015, capital 
expenditures were funded primarily by cash generated from operations.  
 
Proceeds from disposal of Group companies 
Proceeds from disposal of Group companies in 2015 amounted to €2 million, which is related to the sale 
of TNT Business Solutions Ltd. as part of the BPO contract. 
 
Proceeds from disposal of Group companies in 2014 amounted to €39 million, which was related to the 
sale of the Dutch operations of TNT Fashion Group B.V. 
 
Proceeds from sale of property, plant and equipment 
Proceeds from the sale of property, plant and equipment in 2015 amounted to €38 million (2014: 14), 
which is mainly related to the sale of land and buildings, vehicles and other depot equipment.  
 
Cash from financial instruments/derivatives  
In 2015, cash from financial instruments/derivatives amounted to €68 million (2014: 19), of this amount 
€42 million (2014: 0) is related to the settlement of cross-currency swaps, while the remaining is related 
to the settlement of foreign currency hedges. Financial instruments are further explained in note 30. 
 
Other changes in (financial) fixed assets 
Other changes in (financial) fixed assets amount to €19 million (2014: -17), is mainly related to the 
movements in prepayments for construction-related activities. 
 
26 Net cash used in financing activities: -22 million (2014: -33) 
 
Proceeds from and Repayments of long-term borrowings  
In 2015, the total proceeds from long-term borrowings were related to net proceeds from local bank debt 
for a total amount of €2 million (2014: 12).  
 
Proceeds from and Repayments of short-term borrowings 
The total net proceeds of short-term borrowings largely pertained to the net of increases and decreases 
on local bank overdrafts of €10 million (2014: -4). 
 
Repayments to finance leases 
The repayments of finance leases are related to redemptions on the two Boeing 747 freighters of €14 
million (2014: 12) and to redemptions on other finance lease contracts of €8 million (2014: 8). 
 
Dividends paid 
In 2015, a payment was made relating to the final dividend for 2014, for an amount of €12 million. No 
interim dividend was paid in 2015. 
 
A payment was made in 2014, relating to the final dividend for 2013, for an amount of €7 million. In 
2014, an interim cash dividend was paid of €14 million. 
 
27 Reconciliation to cash and cash equivalents  
The following table presents a reconciliation between the consolidated statement of cash flows, and 
cash and cash equivalents as presented in the consolidated statement of financial position: 
 
Reconciliation to cash and cash equivalents
Year ended at 31 December
2015
2014
Cash at the beginning of the year
652
696
Exchange rate differences
(1)
                     
Total change in cash (as in consolidated cash flow statements)
(187)
                  
(44)
                   
Cash at the end of the year
464
652
(in € millions)

Statements 
Chapter 5  
 
 
 
104 
  
ADDITIONAL NOTES 
 
28 Commitments and contingencies  
(No corresponding ﬁnancial statement number)  
 
Off-balance sheet commitments
At 31 December
2015
2014
Rent and operating lease
1,336
1,164
Capital expenditure
31
49
Purchase commitments
866
682
(in € millions)
 
 
Of the total commitments indicated above, €521 million are of a short-term nature (2014: 425).  
 
The increase in purchase commitments is mainly due to the outsourcing of IT activities related to the 
maintenance of various applications and the provision of global data centre services. 
 
Guarantees  
At the end of 2015, TNT, on behalf of TNT subsidiaries, had various parental and bank guarantees 
outstanding. Except for €1 million relating to the sale of TNT Fashion, none (2014: 1) of these 
guarantees resulted in an off-balance sheet commitment for the Group as the relating obligations to 
external parties have already been recognised by these subsidiaries following the ordinary course of 
business. 
 
Pension arrangements  
Execution agreement with the pension funds 
In 2011, TNT concluded an execution agreement with two pension funds (‘Stichting Pensioenfonds 
PostNL’ and ‘Stichting Ondernemingspensioenfonds TNT’), acting also on behalf of the companies 
affiliated to the company, under which it is liable for the payment of the premiums and lump sums, 
among other rights and obligations. It includes liabilities allocated to TNT as part of the TNT demerger, 
related to the pension entitlements of beneficiaries in the pension funds who are no longer employed by 
either TNT or PostNL (for example, employees of disposed subsidiaries, deferred members and 
pensioners). In the event TNT should fail to pay the amounts due under the execution agreements, the 
pension fund can directly address the companies affiliated to TNT (proportionally) for those amounts. 
 
Arrangement between TNT and PostNL regarding pensions 
The arrangement between TNT and PostNL regarding pensions entails, amongst others, that: 
– TNT will provide a subsidiary guarantee for PostNL and vice versa for situations of violation of 
contractual terms, irregularity of payments and bankruptcy; 
– the subsidiary guarantee will only be related to pension benefits accrued under the existing pension 
plans (up to the date of the demerger of TNT and PostNL in 2011) and will comprise a liability that 
will gradually decrease over time; 
– the reciprocal liability of TNT and PostNL will only exist for as long as the coverage ratio of the 
fund(s) is below a certain level; the guarantee lapses if the coverage ratio rises above that level and 
remains above that level for three consecutive quarters; and 
– the contractual agreement replaces any rights under article 334 (t) of Book 2 of the Dutch Civil Code. 
 
TNT pension fund 
In 2014, the pension fund (‘Stichting Pensioenfonds PostNL’) was split into a pension fund for the 
participants from PostNL and a separate pension fund for the participants from TNT, with effect from 1 
January 2014. In June 2015, the pension fund, ('Sichting Ondernemingspensioenfonds TNT’) was split 
in a way that the (in)active participants form PostNL and their related pension obligations were allocated 
to ‘Stichting Pensioenfonds PostNL’ and the (in)active participants from TNT and their related pension 
obligations were allocated to ‘Stichting Pensionfonds TNT Express’. The essence of the mutual 
guarantees described above was not affected by this split.  
 
Rent and operating lease contracts  
In 2015, operational lease expenses (including rental) amounted to €408 million (2014: 372). Rent and 
operating lease contracts mainly relate to aircraft, depots, hubs, vehicles and other depot equipment. Of 
the total rent and operating lease commitment, €351 million (2014: 356) is related to three Boeing 777 
freighters.

Statements 
Chapter 5  
 
 
 
105 
  
Future payments on non-cancellable existing lease contracts are as follows: 
 
Repayment schedule of rent and operating leases
At 31 December
2015
2014
Less than 1 year
277
269
Between 1 and 2 years
203
181
Between 2 and 3 years
169
143
Between 3 and 4 years
134
113
Between 4 and 5 years
114
95
Thereafter
439
363
Total
1,336
1,164
of which guaranteed by a third party/customers
0
1
(in € millions)
 
 
Capital expenditure  
Commitments in connection with capital expenditure amounted to €31 million (2014: 49), and are 
primarily related to construction-related activities at a number of depots and depot equipment. 
 
Purchase commitments  
At 31 December 2015, TNT had unconditional purchase commitments of €866 million (2014: 682), 
which primarily relate to short-term aircraft charter contracts and various service and maintenance 
contracts. These contracts for service and maintenance, relate primarily to facilities management, 
security, cleaning, salary administration, BPO outsourcing and IT support contracts.  
 
Contingent tax liabilities  
TNT is exposed to varying degrees of uncertainty related to tax planning and regulatory reviews and 
audits. TNT accounts for its income taxes on the basis of its own internal analyses, supported by 
external advice. TNT continually monitors its global tax position, and whenever uncertainties arise, TNT 
assesses the potential consequences and either accrues the liability or discloses a contingent liability in 
its financial statements, depending on the strength of the company’s position and the resulting risk of 
loss. 
 
At year-end 2015, total contingent tax liabilities for uncertainties are assessed to amount to between €70 
million and €80 million (2014: between €70 million and €80 million) for which TNT, based on its own 
assessment and supported by external advice, has concluded that the likelihood of an outflow of 
economic benefits to settle the obligation is not probable. 
 
Contingent legal liabilities  
Ordinary course litigation 
The company is involved in several legal proceedings relating to the normal conduct of its business, 
such as claims for loss of goods, delays in delivery, trademark infringements, subcontracting and 
employment issues, and general liability. The majority of these claims are for amounts below €1 million 
and are insured and/or provided for. TNT does not expect any liability arising from any of these legal 
proceedings to have a material effect on its results of operations, liquidity, capital resources or financial 
position. The company believes it has provided for all probable liabilities deriving from the normal course 
of business. 
 
Foreign investigations 
TNT announced on 16 July 2014 that it had received a Statement of Objections from the French 
Competition Authority with respect to alleged anti-competitive behaviour in the French parcels delivery 
sector, with regards to TNT France. TNT has cooperated with the investigation since it started in 2010. 
On 24 September 2014, TNT announced that it had entered into a settlement with the French 
Competition Authority, which includes a reduction percentage to the fine. TNT made a financial provision 
of €50 million in the third quarter of 2014. The French Competition Authority determined the amount of 
the fine on December 15, 2015 and ordered TNT to pay €58 million. TNT has reviewed the decision and 
decided to appeal the decision in January 2016.

Statements 
Chapter 5  
 
 
 
106 
  
TNT has voluntarily disclosed to the United States Bureau of Industry and Security its involvement in re-
exports to entities sanctioned by the United States. In addition, the company has received and 
responded to information requests from competition authorities and co-operated with investigations in 
this respect. TNT does not currently expect any liability arising from any of the above investigations to 
have a material effect on its results of operation, liquidity, capital resources or financial position. 
 
29 Financial risk management  
(No corresponding financial statement number)  
 
TNT’s activities expose the company to a variety of financial risks, such as market risks (including 
foreign currency exchange risk and interest rate risk), credit risk and liquidity risk. All of these risks arise 
in the normal course of business. To manage market risks, TNT uses a variety of financial derivatives.  
 
The tables within this note provide quantitative information regarding TNT’s exposure to the financial 
risks mentioned above. There are certain limitations and simplifications inherent in the analyses 
presented, primarily due to the assumption that rates change in a parallel fashion and instantaneously, 
while at the same time, for example, the impact of changes in interest on foreign exchange exposures 
and vice versa is ignored. In addition, the analyses are unable to reflect the complex market reactions 
that normally would arise from the market shifts assumed.  
 
TNT uses derivative financial instruments solely for the purpose of hedging exposures. The company 
enters into contracts related to derivative financial instruments for periods commensurate with its 
underlying exposures and does not take positions independent of these exposures. None of these 
financial instruments are leveraged or used for trading purposes or to take speculative positions.  
 
Financial risk management is carried out by the TNT Treasury department under policies approved by 
the Executive Board. The TNT Treasury department identifies, evaluates and hedges financial risk in 
close co-operation with operating units. The Executive Board provides written principles for overall risk 
management, as well as written policies covering specific areas, such as interest rate risk, foreign 
exchange risk, credit risk and liquidity risk. Periodic reporting on financial risks has been embedded in 
the overall risk framework and has been provided to the Executive Board in a structural way.  
 
Interest rate risk 
Part of TNT’s borrowings and leases are against floating interest rates. These floating interest rates may 
fluctuate substantially and could have a material adverse effect on TNT’s financial results in any given 
reporting period. Borrowings that are issued at variable rates expose the company to cash flow volatility 
from movements in interest rates. Borrowings that are issued at fixed rates expose the company to fair 
value interest rate risk. TNT’s financial assets are on average of such short-term nature that they bear 
no significant fair value interest rate risk, but do cause cash flow interest rate risks. Group policy is to 
significantly limit the impact of interest fluctuations over a term of seven years as a percentage of 
earnings before interest, taxes, depreciation and amortisation. At 31 December 2015, TNT’s gross 
interest bearing borrowings, including ﬁnance lease obligations, totalled €230 million (2014: 216), of 
which €161 million (2014: 164) was at a ﬁxed interest rate. 
 
Although TNT generally enters into interest rate swaps and other interest rate derivatives in order to 
attempt to reduce its exposure to interest rate fluctuations, these measures may be inadequate or may 
subject the company to increased operating or financing costs.  
 
At 31 December 2015, if interest rates on borrowings and financial assets had been 1% higher with 
other variables held constant, the profit before income tax would have been €4 million higher (2014: 6), 
and equity would be impacted by €5 million (2014: 8), due to the outstanding interest rate swap(s) with a 
nominal value of US$168 million. Refer to note 30 for more information. 
 
Foreign currency exchange risk 
TNT operates 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, TNT’s functional and reporting currency. These significant operational 
foreign currency cash flow risks are mostly not hedged. TNT Treasury department matches and 
manages the intragroup and external financial exposures. Although the company generally enters into 
hedging arrangements and other contracts in order to reduce its exposure to currency fluctuations, 
these measures may be inadequate or may subject the company to increased operating or financing 
costs.

Statements 
Chapter 5  
 
 
 
107 
  
The two main (non-euro) currencies of TNT are the British pound and US dollar, of which the 2015 
exchange rates to the euro are shown in the following table: 
 
Principal exchange rates
Year-end 
closing1
Annual
average2
US dollar
1.08870
1.10548
British pound
0.73395
0.72439
1Source: European Central Bank, reference rate on the last day of the year.
2The annual average is calculated as the 12-months' average of the TNT month-end-closing rates based on the 
rate of the European Central Bank.
 
 
Management has set up a policy that requires Group companies to manage their foreign exchange risk 
against their local functional currency. Group companies are required to hedge material balance sheet 
exposures via the use of foreign exchange derivatives with the TNT Treasury department, whereby a 
financing company operated by the department trades these foreign exchange derivatives with external 
banks. TNT currently has no net investment hedges outstanding. Significant acquisitions and local debt 
is usually funded in the currency of the underlying assets. 
 
At 31 December 2015, if the euro had weakened 10% against the US dollar with all other variables held 
constant, the profit before income tax on the foreign exchange exposure on financial instruments would 
have been impacted by 0 (2014: 0). The net income sensitivity to movements in EUR/USD exchange 
rates compared to 2014 has not changed. Impact on equity would have been 0 (2014: 0).  
 
At 31 December 2015, if the euro had weakened 10% against the British pound with all other variables 
held constant, the profit before income tax on the foreign exchange exposure on financial instruments 
would have been impacted by 0 (2014: 0). The net income sensitivity to movements in EUR/GBP 
exchange rates compared to 2014 has not changed. Impact on equity would have been 0 (2014: 0). 
 
Credit risk  
Credit risk represents the loss that the company would incur if counterparties with whom TNT enters into 
financial transactions are unable to fulfil the terms of the agreements. Credit risk arises from cash and 
cash equivalents, derivatives, and deposits with banks and financial institutions as well as credit 
exposures relating to customers. The company attempts to minimise its credit risk exposure by only 
transacting with financial institutions that meet established credit guidelines and by managing its 
customers’ portfolio. TNT continually monitors the credit standing of financial counterparties and its 
customers. Individual risk limits are set on internal and external ratings in accordance with limits set by 
the Executive Board. The utilisation of credit limits is regularly monitored. At balance sheet date there 
were no significant concentrations of credit risk related to customers. The top ten customers of TNT 
account for 3% of the outstanding trade receivables at 31 December 2015. 
 
Liquidity risk 
Prudent liquidity risk management implies maintaining sufficient cash, the availability of funding through 
an adequate amount of undrawn committed credit facilities and the ability to close out market positions. 
Due to the dynamic nature of the underlying businesses, TNT attempts to maintain flexibility in funding 
by keeping committed credit lines available.  
 
TNT has central availability to the following undrawn committed facilities: 
 
Undrawn committed facilities
At 31 December
2015
2014
Multi-currency revolving credit facility
600
600
(in € millions)
 
 
In November 2015, TNT successfully extended the €600 million multi-currency revolving credit facility 
with one year till November 2020, without incurring any costs. This facility was entered into in November 
2014, for a period of five years plus two one-year extension options of which one is now exercised. The 
facility secures access to committed future financing capacity and can be used for general funding 
purposes and includes a €300 million liquidity back-up for TNT's euro commercial paper programme. 
 
The following table shows TNT’s financial liabilities per relevant maturity group based on the remaining 
period on the balance sheet to the contractual maturity date. The outgoing flows disclosed in the table 
are the contractual undiscounted cash flows which contains the redemptions and interest payments.

Statements 
Chapter 5  
 
 
 
108 
  
Liquidity risk schedule
At 31  December
Less than 1 
year
Between 1 and
3 years
Between 3 and
5 years
Thereafter
Book
value
Outgoing flows based on the financial liabilities 2015
Other loans
3
                
5
                    
2
                  
10
              
Finance leases
87
              
81
                  
6
                  
7
              
179
            
Interest rate and cross-currency swaps (outgoing)
90
              
74
                  
7
                
Foreign exchange contracts (outgoing)
745
            
4
                
Short-term bank debt
34
              
34
              
Trade accounts payable
491
            
491
            
Other current liabilities
95
              
95
              
Mitigation incoming flows based on the financial liabilities 2015
Interest rate and cross-currency swaps (incoming)
83
              
72
                  
Foreign exchange contracts (incoming)
745
            
Total liquidity risk
717
            
88
                  
8
                  
7
              
820
            
Outgoing flows based on the financial liabilities 2014
Other loans
3
11
1
14
Finance leases
21
144
162
Interest rate and cross-currency swaps (outgoing)
281
146
12
Foreign exchange contracts (outgoing)
918
6
Short-term bank debt
28
28
Trade accounts payable
471
471
Other current liabilities
102
102
Mitigation incoming flows based on the financial liabilities 2014
Interest rate and cross-currency swaps (incoming)
290
141
Foreign exchange contracts (incoming)
918
Total liquidity risk
616
160
1
0
795
(in € millions)
 
 
Capital structure management 
It is the objective of TNT when managing the capital structure to safeguard its ability to continue as a 
going concern in order to provide returns for shareholders and benefits for other stakeholders, and to 
maintain an optimal capital structure. TNT’s capital structure is managed along the following 
components: 
 an investment grade credit rating of BBB+ by S&P and Baa1 by Moody’s; 
 an availability of at least €400 million of undrawn committed facilities; 
 cash pooling systems facilitating optimised cash requirements for the Group; and 
 a tax optimal internal and external funding focused at optimising the cost of capital for the Group, 
within long-term sustainable boundaries. 
 
TNT’s credit ratings per 31 December 2015 are BBB (Stable) by S&P and Baa2 (Stable) by Moody’s. A 
downgrade in the credit rating of TNT may negatively affect its ability to obtain funds from financial 
institutions, retain investors and banks and increase its financing costs by increasing the interest rates of 
its outstanding debt or the interest rates at which the company is able to refinance existing debt or incur 
new debt. This could affect its return for shareholders and benefits to other stakeholders. 
 
The terms and conditions of TNT’s material short-term and long-term debts, as well as its material 
(drawn or undrawn) committed credit facilities, do not include any financial covenants. There are also no 
possibilities to accelerate these material debts and committed facilities in case of a credit rating 
downgrade. The debt and credit facility instruments vary on a case by case basis and mostly contain 
customary clauses as are generally observed in the market such as negative pledge conditions, 
restrictions on (the use of the proceeds of) the sale of assets or businesses and in most cases change 
of control clauses. 
 
Offsetting financial assets and financial liabilities 
The following financial assets and financial liabilities are subject to offsetting, enforceable master netting 
arrangements and similar agreements.

Statements 
Chapter 5  
 
 
 
109 
  
Offsetting financial assets and financial liabilities
At 31 December
Gross amounts of 
recognised financial 
assets/liabilities
Gross amounts of 
recognised financial 
assets/liabilities offset in 
the balance sheet
Net amounts of financial
assets/liabilities presented
in the balance sheet
Financial 
instruments
Cash and
bank balances
Net amount
Derivative financial assets
1
                           
1
                                 
1
                 
0
                 
Cash and cash equivalents
464
                       
464
                             
464
             
Total financial assets
465
                       
465
                             
1
                 
464
             
Derivative financial liabilities
7
                           
7
                                 
1
                 
6
                 
Bank overdrafts
34
                         
34
                               
34
               
Total financial liabilities
41
                         
41
                               
1
                 
40
               
(in € millions)
Related amounts not
offset in the balance sheet
 
 
For the financial assets and liabilities subject to enforceable master netting arrangements or similar 
arrangements above, each agreement between TNT and the counterparty allows for net settlement of 
the relevant financial assets and liabilities when both elect to settle on a net basis or in the event of 
default of either party. 
 
30 Financial instruments  
(No corresponding financial statement number)  
 
Summary of financial instruments 
In accordance with IAS 39, the following categories of financial assets and financial liabilities can be 
identified:  
 
Assets
At 31 December
Notes
Total
Assets as per balance sheet 2015
Other loans receivable
(3)
2
2
Other financial fixed assets
(3)
11
2
13
Accounts receivable
(5)
1,190
1,190
Prepayments and accrued income
(6)
148
1
149
Cash and cash equivalents
(7)
464
464
Total
1,815
3
1,818
Assets as per balance sheet 2014
Other loans receivable
(3)
2
2
Other financial fixed assets
(3)
12
2
14
Accounts receivable
(5)
1,095
1,095
Prepayments and accrued income
(6)
163
19
182
Cash and cash equivalents
(7)
652
652
Total
1,924
21
1,945
(in € millions)
Financial assets
measured at 
amortised costs
Financial assets
at fair value
through profit
and loss
 
 
Liabilities
At 31 December
Notes
Total
Liabilities as per balance sheet 2015
Long-term debt
(12)
99
4
103
Trade accounts payable
491
491
Other current liabilities
(13)
219
7
226
Total
809
11
820
Liabilities as per balance sheet 2014
Long-term debt
(12)
154
12
166
Trade accounts payable
471
471
Other current liabilities
(13)
152
6
158
Total
777
18
795
(in € millions)
Financial liabilities
measured at
amortised costs
Derivatives
used for
hedging
 
 
The fair value of financial instruments is based on foreign exchange and interest rate market prices. 
TNT uses commonly practised fair value valuation methods for its financial instruments. The valuations 
represent a best approximation of the trading value of these financial instruments at their valuation 
moment. The financial instruments are thereby grouped within level 2 of the fair value measurement 
hierarchy.

Statements 
Chapter 5  
 
 
 
110 
  
Finance leases 
Total debt on finance leases consist of financial lease contracts on buildings (depots), vehicles and 
aircraft.  
 
The following table provides an overview of the outstanding finance leases: 
 
Overview of finance leases
At 31 December
Boeing 747 freighters
154
floating
Yes
154
155
Other leases
25
floating/fixed
No
25
25
Total outstanding finance leases 2015
179
179
180
Boeing 747 freighters
151
floating
Yes
151
152
Other leases
11
floating/fixed
No
11
11
Total outstanding finance leases 2014
162
162
163
(in € millions)
Fair
value
Nominal 
value
Fixed/floating interest
Hedge
accounting
Carrying
value
 
Debit Value Adjustments and Credit Value Adjustments were evaluated for all applicable financial assets 
and liabilities. The impact of these adjustments was not considered to be material. 
 
Interest rate swaps 
TNT has US$168 million (2014: US$184) of interest rate swaps outstanding for which it pays fixed and 
receives floating interest. These interest rate swaps act as a hedge on the cash flow interest rate risk on 
outstanding debt.  
 
As all previously outstanding forward starting swaps have been designated as cash flow hedges, the 
market value movements of the effective portion of the hedges are included in equity. The market value 
movements will remain in equity (the hedge reserve) and will be straight-line amortised to the income 
statement. In 2015, net financial expense included an amortisation of €1 million from the hedge reserve. 
 
The total ineffective portion recognised in the income statement that arises from the usage of fair value 
hedges amounted to €0 million (2014: 0). The total ineffective portion recognised in the income 
statement that arises from the usage of cash flow hedges amounted to €0 million (2014: 0).  
 
Cross-currency swaps 
The cross-currency swaps of €250 million that TNT had outstanding per year-end 2014 matured in 
August 2015. At maturity, TNT paid €250 million and received US$321.5 million.  
In 2014, the fair value of outstanding short-term cross-currency swaps was recorded as a current asset 
in prepayments and accrued income. An overview of interest rate and cross-currency swaps is 
presented in the following table: 
 
Overview of interest rate and cross-currency swaps
At 31 December
Nominal
Forward 
starting
Currency
Outstanding 
Pay
Receive
Hedge
Fair value
Settlement
amount 
Interest rate swaps 2015
81
No
USD
Yes
fixed
floating
cash flow
(3)
              
87
No
USD
Yes
fixed
floating
cash flow
(4)
              
Cross-currency swaps 2015
250
No
EUR/USD
No
floating
floating
fair value
42
               
Interest rate swaps 2014
89
No
USD
Yes
fixed
floating
cash flow
(5)
              
95
No
USD
Yes
fixed
floating
cash flow
(7)
              
Cross-currency swaps 2014
250
No
EUR/USD
Yes
floating
floating
fair value
15
             
(in € millions)
 
 
Foreign exchange contracts 
TNT entered into short-term foreign exchange derivatives to hedge foreign exchange fair value and cash 
flow risks. The fair value of these outstanding foreign exchange hedges is recorded as a current asset in 
prepayments and accrued income or as a current liability in total current borrowings. The foreign 
exchange result on the outstanding fair value hedges is recorded in the income statement and mitigates 
the foreign exchange exposure and results on the underlying items of the statement of financial position.  
The details relating to outstanding foreign exchange contracts are presented in the following table:

Statements 
Chapter 5  
 
 
 
111 
  
Outstanding foreign exchange contracts
At 31 December
Notes
Carrying
value
Fair value
Nominal
value
Hedge
Amount in
equity
Foreign exchange contracts 2015
Asset
(6)
1
                
1
                 
258
fair value/
cash flow
0
               
Liability
(12)/(13)
4
                
4
                 
487
fair value
N/A
Foreign exchange contracts 2014
Asset
(6)
4
                
4
                 
476
fair value/
cash flow
0
               
Liability
(12)/(13)
6
                
6
                 
442
fair value
N/A
(in € millions)
 
 
The cash flow hedges on highly probable forecasted transactions denominated in foreign currency are 
expected to occur at various dates during the next 12 months. Gains and losses recognised in the 
hedging reserve in equity on the effective portion of the forward exchange contracts as of 31 December 
2015 amounted to €0 million (2014: 0). These reserves are recognised in the income statement in the 
period or periods during which the hedged forecasted transaction affects the income statement. The 
total ineffective portion recognised in the income statement arose from the usage of fair value hedges 
amounted to a result of €0 million (2014: 0). The total ineffective portion recognised in the income 
statement that arose from the usage of cash flow hedges amounted to a result of €0 million (2014: 0). 
 
31 Earnings per share  
(No corresponding financial statement number)  
 
The diluted number of ordinary shares is zero.  
 
The calculation of basic earnings per share is based on an average of 548,649,122 ordinary shares.  
 
The following table summarises the outstanding shares for TNT’s computation related to earnings per 
share: 
 
Outstanding shares information
Year averages and numbers at 31 December
2015
2014
Number of issued and outstanding ordinary shares
548,898,900
548,208,226
Average number of ordinary shares per year
548,649,122
546,396,949
Average number of ordinary shares
per year on fully diluted basis in the year
548,649,122
546,396,949

Statements 
Chapter 5  
 
 
 
112 
  
32 Disclosure on interest in other entities  
 
The amounts recognised in the statement of financial position are as follows: 
 
Amounts recognised in the financial statement
Year ended at 31 December
2015
2014
Associates
-
               
Joint ventures
18
                
17
                
Total
18
                
17
                
(in € millions)
 
 
The amounts recognised in the income statement are as follows: 
 
Amounts recognised in the income statement
Year ended at 31 December
2015
2014
Associates
1
                  
Joint ventures
7
                  
6
                  
Total
7
                  
7
                  
(in € millions)
 
 
Investment in joint ventures 
Investment in joint ventures
2015
2014
Balance at 1 January
17
                
15
                
Share of profit
7
                  
6
                  
Dividend received
(7)
                 
(5)
                 
Other comprehensive income/other
1
                  
1
                  
Balance at 31 December
18
                
17
                
(in € millions)
 
 
The joint ventures listed below have share capital consisting solely of ordinary shares, which are held 
directly by the Group. 
 
Name of entity
Place of 
business/country of 
incorporation
% of 
ownership 
interest
Nature
of the
relationship
Measurement 
method
TNT Swiss Post AG
Switzerland
50
               
Note 1
Equity
TNT Express Luxembourg SA
Luxembourg
50
               
Note 1
Equity
PNG Air Charter Services Limited
Papua New Guinea
50
               
Note 2
Equity
X-Air Services NV/SA
Belgium
50
               
Note 3
Equity
Note 1: Express delivery services for domestic and international markets
Note 2: Air freight charter services in Asia Pacific
Note 3: Aircraft maintenance services and technical support
 
 
All joint ventures are private companies and there is no quoted market price available for their shares. 
 
Commitments and contingent liabilities in respect of joint ventures 
The Group has no commitments or contingent liabilities relating to its interest in joint ventures.

Statements 
Chapter 5  
 
 
 
113 
  
Summarised financial information for joint ventures 
Set out below are the summarised financial information for TNT Swiss Post AG, which in the opinion of 
management is material to the Group and is accounted for using the equity method. 
 
Summarised statement of financial position
At 31 December
2015
2014
Non-current
Total non-current assets
4
                  
3
                  
Financial liabilities
0
                  
0
                  
Other liabilities
1
                  
2
                  
Total non-current liabilities
1
                  
2
                  
Current
Cash and cash equivalents
0
                  
0
                  
Other current assets (excluding cash)
55
                
56
                
Total current assets
55
                
56
                
Trade accounts payable
22
                
19
                
Other current liabilities (excluding trade accounts payables)
16
                
19
                
Total current liabilities
38
                
38
                
Net amount
20
                
19
                
(in € millions)
 
 
Summarised statement of comprehensive income
At 31 December
2015
2014
Revenue
143
              
128
              
Depreciation and amortisation
1
                  
1
                  
Interest income
0
                  
0
                  
Interest expense
0
                  
0
                  
Pre-tax profit from continuing operations
12
                
12
                
Income tax expense
(1)
                 
(2)
                 
Post-tax profit from continuing operations
10
                
10
                
Other comprehensive income
0
                  
0
                  
Total comprehensive income
10
                
10
                
Dividends received from joint ventures
5
                  
4
                  
(in € millions)
 
 
The information above reflects the amounts presented in the financial statements of TNT Swiss Post 
AG, adjusted for differences between the accounting policies of TNT Swiss Post AG and that of the 
Group. 
 
Reconciliation of summarised financial information 
Reconciliation of summarised financial information presented to the carrying amount of its interest in 
joint ventures. 
 
Summarised financial information
2015
2014
Opening net assets at 1 January
34
                
31
                
Profit/(loss) for the period
14
                
13
                
Dividend received
(13)
               
(10)
               
Other comprehensive income
1
                  
0
                  
Closing net assets at 31 December
36
                
34
                
Interest in joint ventures @50%
18
                
17
                
Carrying value
18
                
17
                
(in € millions)
 
 
33 Related party transactions and balances  
(No corresponding financial statement number) 
 
Joint ventures 
TNT has trading relationships at arm’s-length with a number of joint ventures and unconsolidated 
companies in which it holds minority shares. In some cases there are contractual arrangements in place 
under which the TNT entities source supplies from such undertakings, or such undertakings source 
supplies from TNT.

Statements 
Chapter 5  
 
 
 
114 
  
During 2015, purchases of TNT from joint ventures amounted to €25 million (2014: 25). Sales made by 
TNT companies to its joint ventures were €35 million (2014: 30). The net amounts due to joint venture 
entities amounted to €21 million (2014: 27). At 31 December 2015, net amounts due to associated 
companies amounted to €2 million (2014: 0). 
 
Key management 
In 2015, key management consisted of the Management Board (including the members of the Executive 
Board). The remuneration costs for key management are disclosed in the following table:  
 
2015 Remuneration
Salaries & 
short-term 
employee 
benefits
Post-
employment
benefits
Total
Executive Board3,4
1,302,800
312,500
1,615,300
Additional members of the Management Board4
4,750,076
788,752
5,538,828
Key management
6,052,876
1,101,252
7,154,128
Accrued for 
long-term 
incentive1
Expected 
severance 
payments2
Special 
incentive 
programme
Total
Executive Board3,4
548,753
3,205,209
0
3,753,962
Additional members of the Management Board4
2,025,284
0
2,127,922
4,153,206
Key management
2,574,037
3,205,209
2,127,922
7,907,168
2015 Remuneration and FedEx acquisition-related accruals
2015
2014
Executive Board3,4
5,369,262
1,441,533
Additional members of the Management Board4
9,692,034
7,043,557
Key management
15,061,296
8,485,090
(in € )
42015 represents the first full year costs of the current M anagement Board.
2015 Remuneration of key management and FedEx acquisition-related accruals
1Calculations are based on the vesting of the equity series as determined in the Offer M emorandum. 
2The expected severance payments are payable in 2016 and exclude the provision for additional employer wage tax 
(art. 32bb Dutch Wage Tax Act 1964), currently estimated at €2.4m.
3Refer to note 19 in chapter 5 for details of the remuneration of the members of the Executive Board.
2015 FedEx acquisition-related accruals 
Profit and loss impact
 
 
Special incentive programme 
To minimise the disruption of the FedEx acquisition process and to secure the continuity of the 
business, as well as the delivery of Outlook, the additional members of the Management Board are 
included in a special TNT incentive programme. The accrued amount as per the balance sheet date for 
the execution of the incentive programme is €2.1 million. 
 
PostNL companies 
At 31 December 2015, TNT is owned by PostNL N.V. ("PostNL") for approximately 14.6%, based on 
TNT's current issued share capital and the numbers of shares owned by PostNL as per the AFM 
register. TNT also has trading relationships with a number of PostNL subsidiary companies.  
 
Relationship Agreement  
As a result of the demerger, TNT and PostNL entered into a relationship agreement which contains 
certain arrangements in respect of the stake that PostNL retained in TNT after the demerger (‘the 
Relationship Agreement’). The Relationship Agreement was updated in February 2013, amongst others 
to provide for relaxation of certain conditions and restrictions in respect of possible divestment by 
PostNL of its shareholding, or part thereof, in TNT. The Relationship Agreement will terminate if PostNL 
holds less than 5% of the ordinary shares. 
 
The following is a summary of certain important elements of the Relationship Agreement.  
 
 Future ordinary share sale 
PostNL may sell the ordinary shares it owns in whole or in part in an orderly market manner. PostNL 
must inform TNT of its intention to perform such sale. In the event of a private placement or 
accelerated bookbuild offering of 10% or more of the ordinary shares, PostNL is subject to another 
lock-up period of 90 days for the remainder of the stake as from completion of such placement or

Statements 
Chapter 5  
 
 
 
115 
  
offering, it being understood that PostNL may sell by way of a private placement part, or the whole, 
of the remainder of its stake during such 90-days lock-up period to a party who commits that it will 
not sell the shares for the remainder of such period of 90 days after that party's acquisition of the 
shares. This lock-up period may be shortened or waived with the prior written consent of TNT. 
Subject to this provision and except if a public offer is made for TNT (refer to section ‘Public offer for 
TNT below), there will be no restrictions for PostNL as to the method of sale and transfer of (part of) 
its stake in TNT. 
 
Subject to PostNL’s obligations in case a public offer is made for TNT (refer to section ‘Public offer 
for TNT below), PostNL may not sell in one transaction or a series of transactions other than by way 
of an accelerated bookbuild offering 15% or more of the shares to one party or a group of related 
parties, unless such party or parties commits that it will not exercise the voting rights beyond the 
15%. 
If PostNL proposes an offering that entails TNT’s involvement in the form of a management road 
show and/or the preparation of a Prospectus (a "Fully Marketed Offering") of (part of) TNT’s ordinary 
shares, PostNL and TNT will work together in preparing the Fully Marketed Offering to the highest 
possible standard. There may be one Fully Marketed Offering in any nine month period. In 
connection with a Fully Marketed Offering TNT may propose a bookrunner who will subsequently be 
appointed by PostNL. 
 
If PostNL sells (part of) the ordinary shares it owns other than by way of a Fully Marketed Offering, 
TNT will facilitate such sale by providing an opportunity to perform a limited due diligence 
investigation by a bona fide, creditworthy potential buyer of more than 5% of the ordinary shares (if 
and to the extent requested by PostNL). 
 
PostNL may not acquire any additional ordinary shares, provided that PostNL may acquire shares 
indirectly upon the acquisition of another business for other business reasons than the acquisition of 
shares in TNT as long as its stake in TNT as a result of such acquisition will be 29.9% or less. 
 
 Public offer for TNT 
If a public offer is made for TNT, PostNL will be obliged to tender its ordinary shares if the Executive 
Board and the Supervisory Board support that offer and/or recommend the offer to the shareholders. 
If the Executive Board and the Supervisory Board (i) support the offer and take a neutral position as 
to recommending it to the shareholders or (ii) do not support the offer and do not recommend the 
offer to the shareholders, then PostNL will be obliged to tender its stake (a) if 66.67% of the other 
ordinary shares are tendered under the offer (in the situation that PostNL's stake is between 29.8% 
and 25% of the ordinary shares) or (b) if a percentage of the other ordinary shares is tendered under 
the offer equal to 50% of all ordinary shares (in the situation that PostNL's stake is lower than 25% of 
the ordinary shares). 
 
The position of the Executive Board and of the Supervisory Board towards the offer will be as set out 
in the position statement of the Executive Board (and the Supervisory Board) as is customary in the 
context of an offer. 
 
If multiple public offers are simultaneously made for TNT by making an offer memorandum publicly 
available, PostNL must tender its stake under the offer for which most shares have been tendered, 
irrespective of the recommendation made by the Executive Board and the Supervisory Board, 
provided that more than 50% of the other shares have been tendered under all offers made. 
 
In the event of a proposed legal merger of TNT, which merger entails a change of control of TNT, 
PostNL must attend the general meeting and must vote in favour of such legal merger if the majority 
of the other shareholders support and vote in favour of such legal merger. This obligation terminates 
if PostNL holds 10% or less of the ordinary shares in TNT. 
 
 Mandatory offer 
If TNT intends to resolve or propose that the general meeting resolve any matter that might trigger 
PostNL having to make a mandatory offer for TNT, TNT must inform PostNL in writing at least 20 
business days before taking such resolution and/or proposing to take such resolution. This is to 
enable PostNL to take such measures as are required for it not having to make a mandatory offer. If 
TNT notifies PostNL of such proposed resolution, PostNL must sell or otherwise transfer such 
number of its ordinary shares to prevent that a mandatory offer has to be made within 30 days after 
a triggering event has taken place.  
 
 Information and reporting 
TNT will provide PostNL with certain financial and other information reasonably requested by PostNL 
as detailed in the Relationship Agreement, to enable PostNL to satisfy its ongoing financial reporting, 
audit and other legal and regulatory requirements. It is taken into account that TNT has to comply 
with legal obligations concerning the content and timing of disclosure and rules on disclosure.

Statements 
Chapter 5  
 
 
 
116 
  
 Governing law 
The Relationship Agreement is governed by Dutch law. 
In some cases there are contractual arrangements in place under which the TNT entities source 
supplies from PostNL, or PostNL sources supplies from TNT. 
 
The following transactions were carried out with PostNL companies:  
 
Year ended at 31 December
2015
2014
Direct operational services to PostNL companies
8
                  
10
                
Direct operational services from PostNL companies1
(2)
                 
(3)
                 
(in € millions)
Transactions with PostNL companies
1Amounts between brackets represent costs.
 
 
34 Segment information  
(No corresponding financial statement number)  
 
The Executive Board discloses the following reportable segments:  
 
International Europe 
 
International AMEA 
 
Domestics  
 
Unallocated 
 
Amounts reported regarding results and financial positions of the segments are measured in a manner 
consistent with that in the income statement and financial statement. Transactions between segments 
are carried out at arm’s-length. 
 
Segmentation – results 
Segment information relating to the income statement
Year ended at 31 December 2015
International 
Europe
International 
AMEA
Domestics
Unallocated
Total
Net sales
2,845
            
994
               
2,578
            
257
               
6,674
            
Intercompany sales
4
                   
0
2
                   
(6)
                  
0
                   
Other operating revenues
15
                 
8
                   
1
                   
216
               
240
               
Total operating revenues
2,864
            
1,002
            
2,581
            
467
               
6,914
            
Other income/(loss)
1
                   
1
                   
1
                   
1
                   
4
                   
Depreciation/impairment of property, plant and equipment
33
                 
11
                 
58
                 
58
                 
160
               
Amortisation/impairment of intangibles
2
                   
3
                   
7
                   
29
                 
41
                 
Total operating income
69
                 
64
                 
(14)
                
(81)
                
38
                 
Net financial income/(expense)
(34)
                
Results from investments in associates and joint ventures
7
                   
Income tax
(67)
                
Profit/(loss) for the period
(56)
                
Attributable to:
Non-controlling interests
(6)
                  
Equity holders of the parent
(50)
                
Number of employees (headcount)
15,239
8,999
27,210
4,751
56,199
          
(in € millions, except employees)
 
Taxes and net financial income are dealt with at TNT Group level and not within the reportable 
segments. As a result, this information is not presented as part of the reportable segments. The key 
financial performance indicator of the reportable segments for management is operating income, which 
is reported on a monthly basis to the CODM. 
 
In 2015, other income related to a €1 million profit on the sale of TNT Business Solutions Ltd., and other 
assets held for disposal of €3 million.  
 
Operating income included significant non-cash items related to depreciation, amortisation and 
impairment of €201 million.

Statements 
Chapter 5  
 
 
 
117 
  
Segment information relating to the income statement
Year ended at 31 December 2014
International 
Europe
International 
AMEA
Domestics
Unallocated
Total
Net sales
2,728
            
900
               
2,543
            
301
               
6,472
            
Intercompany sales
5
                   
0
2
                   
(7)
                  
0
                   
Other operating revenues
10
                 
6
                   
2
                   
190
               
208
               
Total operating revenues
2,743
            
906
               
2,547
            
484
               
6,680
            
Other income/(loss)
1
                   
2
                   
4
                   
10
                 
17
                 
Depreciation/impairment of property, plant and equipment
24
                 
10
                 
56
                 
51
                 
141
               
Amortisation/impairment of intangibles
34
                 
3
                   
8
                   
24
                 
69
                 
Total operating income
30
                 
50
                 
(8)
                  
(158)
              
(86)
                
Net financial income/(expense)
(24)
                
Results from investments in associates and joint ventures
7
                   
Income tax
(87)
                
Profit/(loss) for the period
(190)
              
Attributable to:
Non-controlling interests
5
                   
Equity holders of the parent
(195)
              
Number of employees (headcount)
15,205
          
9,260
            
27,864
          
5,963
            
58,292
          
(in € millions, except employees)
 
Unallocated operating income
Year ended at 31 December
2015
2014
Software impairment
(1)
                  
(2)
                  
PP&E impairment
(1)
                  
Restructuring and related charges
(3)
                  
(37)
                
Implementation cost
(50)
                
FedEx related cost
(24)
                
Profit on the sale of TNT Fashion Group B.V.
7
                   
French competition case
(8)
                  
(50)
                
Other
(44)
                
(26)
                
Total Unallocated operating income
(81)
                
(158)
              
(in € millions, except percentages)
 
 
Unallocated covers mainly: 
 the results of activities related to TNT Innight activities; 
 the results of Central Networks; and 
 the expenses of activities related to the TNT Head Office. These costs are included net of the 
recovery charges allocated to individual geographic and business segments.  
 
In accordance with IAS 19.34a, TNT Express N.V., as the sponsoring employer for the Dutch pension 
fund, recognised in its corporate financial statements the contributions received from the relevant TNT 
Group companies as a benefit that offsets the defined benefit employer pension expense. The relevant 
TNT Group companies recognised in their financial statements the cost equal to the contributions 
payable for the period. For segment reporting, TNT Express N.V. and TNT Nederland B.V. (Head Office) 
are part of Unallocated, whereas the relevant Dutch operating companies are part of International 
Europe.

Statements 
Chapter 5  
 
 
 
118 
  
Information on statement of financial position 
A reconciliation of the segment information relating to the statement of financial position of the 
reportable segments is presented in the following table:  
 
Segment information relating to the statement of financial position
At 31 December 2015
International 
Europe
International 
AMEA
Domestics
Unallocated
Total
Intangible assets
595
               
255
               
185
               
107
               
1,142
            
Property, plant and equipment
195
               
39
                 
479
               
282
               
995
               
Trade accounts receivable
374
               
173
               
458
               
45
                 
1,050
            
Other current assets
87
                 
111
               
127
               
510
               
835
               
Total assets
1,296
            
597
               
1,306
            
1,031
            
4,230
            
Trade accounts payable
145
               
53
                 
220
               
73
                 
491
               
Other current liabilities
209
               
102
               
479
               
341
               
1,131
            
Total liabilities
395
               
175
               
788
               
671
               
2,029
            
Cash out for capital expenditures
48
                 
19
                 
141
               
101
               
309
               
(in € millions)
 
 
The statement of financial position information at 31 December 2014 is as follows: 
 
Segment information relating to the statement of financial position
At 31 December 2014
International 
Europe
International 
AMEA
Domestics
Unallocated
Total
Intangible assets
596
               
256
               
185
               
80
                 
1,117
            
Property, plant and equipment
198
               
32
                 
402
               
306
               
938
               
Trade accounts receivable
411
               
162
               
354
               
41
                 
968
               
Other current assets
80
                 
102
               
128
               
709
               
1,019
            
Total assets
1,377
            
566
               
1,135
            
1,199
            
4,277
            
Trade accounts payable
142
               
47
                 
209
               
73
                 
471
               
Other current liabilities
281
               
119
               
374
               
344
               
1,118
            
Total liabilities
471
               
185
               
792
               
637
               
2,085
            
Cash out for capital expenditures
23
                 
18
                 
73
                 
76
                 
190
               
(in € millions)
 
 
Geographical segment information  
The segment information from a geographical perspective is derived as follows: 
 The basis of allocation of net sales by geographical areas is the country or region in which the entity 
recording the sales is located. 
 Segment assets and investments are allocated to the location of the assets. 
 
Net sales
Year ended at 31 December
2015
2014
Europe
The Netherlands
337
               
375
                      
United Kingdom
989
               
902
                      
Italy
560
               
543
                      
Germany
752
               
744
                      
France
742
               
736
                      
Belgium
197
               
193
                      
Rest of Europe
1,081
            
1,006
                   
Other Americas
United States and Canada
92
                 
77
                        
South & Middle America
332
               
393
                      
Africa & the Middle East
209
               
176
                      
Australia & Pacific
588
               
609
                      
Asia
China and Taiwan
350
               
328
                      
India
57
                 
47
                        
Rest of Asia
388
               
343
                      
Total net sales
6,674
            
6,472
                   
(in € millions)

Statements 
Chapter 5  
 
 
 
119 
  
Employees
Year ended at 31 December
International 
Europe
International 
AMEA
Domestics
Unallocated
2015
2014
Europe
The Netherlands
1,082
13
877
1,972
2,098
United Kingdom
790
8,344
516
9,650
9,540
Italy
207
2,249
2,456
2,636
Germany
3,655
893
4,548
4,722
France
484
11
3,877
25
4,397
4,443
Belgium
644
1,895
2,539
2,500
Rest of Europe
7,362
307
7,669
7,768
Other Americas
United States and Canada
837
837
850
South & Middle America
8
8,388
8,396
9,184
Africa & the Middle East
170
1,796
59
2,025
2,653
Australia & Pacific
4,339
4,339
4,313
Asia
China and Taiwan
3,043
3,043
3,051
India
623
623
749
Rest of Asia
3,526
179
3,705
3,785
Total
15,239
          
8,999
                   
27,210
           
4,751
             
56,199
                 
58,292
 
 
35 Subsequent events  
Unconditional approval by the European Commission and Brazilian regulatory authority on the 
intended acquisition of TNT by FedEx 
On 8 January 2016, FedEx and TNT jointly announced that they had obtained the unconditional 
approval of the European Commission in connection with the all-cash public offer for all the issued and 
outstanding shares of TNT. After its investigation, the European Commission concluded that the deal did 
not raise any competition concerns.  
On 2 February 2016, FedEx and TNT jointly announced that they had obtained the unconditional 
approval of the Brazilian regulatory authority Conselho Administrativo de Defesa Econômica (CADE) in 
connection with the FedEx Offer. 
 
FedEx and TNT continue to work constructively with the regulatory authorities to obtain clearance of the 
transaction in the remaining jurisdictions, including China. FedEx and TNT continue to make progress, 
and anticipate that the FedEx Offer will close in the first half of 2016.  
 
Extension of the Acceptance Period  
On 8 January 2016, FedEx and TNT jointly announced that the Acceptance Period for the 
recommended all-cash public offer for all the issued and outstanding shares of TNT was further 
extended until two weeks following the satisfaction or waiver of the offer condition with respect to 
competition clearances, but no later than 6 June 2016. The Acceptance Period was extended because 
the offer condition with respect to competition clearances was not fulfilled upon expiration of the 
Acceptance Period on 8 January 2016. 
 
Conditional sale agreement for airlines operations 
On 5 February 2016, TNT signed an agreement to sell its airlines operations, TNT Airways and Pan Air 
Líneas Aéreas to ASL Aviation Group, conditional on the completion of FedEx’s intended acquisition of 
TNT. This completion condition is expected to be met in the first half of 2016.  
 
The change of ownership and control of TNT’s airlines operations will ensure continuity of service 
delivery as well as compliance with EU airline ownership and control rules. In conjunction with the 
transaction, ASL Aviation Group has entered into a service agreement with FedEx and TNT to operate 
flights for the intended FedEx-TNT combination.  
 
TNT’s Liège central air hub is not part of the sale. It will be maintained as a significant operation for the 
Group going forward. 
 
36 Fiscal unity in the Netherlands  
(No corresponding ﬁnancial statement number) 
 
TNT Express N.V. forms a ﬁscal unity with several Dutch entities for Corporate Income Tax and VAT 
purposes. The Dutch entities that are part of these ﬁscal unities are included in the list containing the 
information referred to in article 379 and article 414 of Book 2 of the Dutch Civil Code, which is ﬁled at 
the office of the Chamber of Commerce in Amsterdam. The company and its subsidiaries that form part 
of the respective ﬁscal unities are jointly and severally liable for taxation payable by these ﬁscal unities. 
In the financial statements of the entities, which are part of fiscal unity for Corporate Income Tax, the tax

Statements 
Chapter 5  
 
 
 
120 
  
expenses are calculated through the separate return approach. The tax expenses are settled through 
the intercompany accounts.

Statements 
Chapter 5  
 
 
 
121 
  
TNT EXPRESS N.V. CORPORATE BALANCE SHEET/CORPORATE INCOME 
STATEMENT  
 
TNT Express N.V. Corporate balance sheet
Before proposed appropriation of profit
Notes
31 December
2015
variance %
31 December
2014
Assets
Non-current assets
Investments in Group companies
(37)
2,666
                
2,661
                
Deferred tax assets
32
                     
33
                     
Total financial fixed assets
2,698
                
0.1
2,694
                
Pension asset
(39)
0
                       
#DIV/0!
0
                       
Total non-current assets
2,698
                
0.1
2,694
                
Current assets
Accounts receivable from Group companies
(40)
32
                     
3
                       
Other accounts receivable
105
                   
71
                     
Total current assets
137
                   
85.1
74
                     
Total assets
2,835
                
2.4
2,768
                
Liabilities and equity
Equity
(9)(38)
Issued share capital
44
                     
44
                     
Additional paid-in capital
2,293
                
2,500
                
Legal reserves
86
                     
12
                     
Other reserves
(177)
                  
(181)
                  
Retained earnings
(50)
                    
(195)
                  
Total shareholders' equity
2,196
                
0.7
2,180
                
Non-current liabilities
Deferred tax liabilities
4
                       
0
                       
Provisions for pension liabilities
(39)
128
                   
132
                   
Total non-current liabilities
132
                   
-
                  
132
                   
Current liabilities
Accounts payable to Group companies
(40)
498
                   
401
                   
Short-term provision
(11)
0
                       
50
                     
Other current liabilities
0
                       
4
                       
Accrued current liabilities
9
                       
1
                       
Total current liabilities
507
                   
11.2
456
                   
Total liabilities and equity
2,835
                
2.4
2,768
                
(in € millions, except percentages)
 
 
TNT Express N.V. Corporate income statement
Year ended at 31 December
2015
2014
Results from investments in Group companies/associates after taxes
(62)
              
(149)
                  
Other income and expenses after taxes
12
               
(46)
                    
Profit/(loss) attributable to the shareholders
(50)
              
(195)
                  
(in € millions)
 
 
The accompanying notes form an integral part of the financial statements.

Statements 
Chapter 5  
 
 
 
122 
  
NOTES TO THE CORPORATE BALANCE SHEET AND INCOME STATEMENT  
 
ACCOUNTING POLICIES FOR VALUATION AND DETERMINATION OF RESULT TNT 
EXPRESS N.V. 
 
The corporate ﬁnancial statements for the year ended 31 December 2015 have been prepared in 
accordance with Part 9 of Book 2 of the Dutch Civil Code. TNT has applied the option in article 362 (8) 
to use the same principles of valuation and determination of result for the corporate ﬁnancial statements 
as the consolidated ﬁnancial statements. As a result, TNT’s investments in Group companies are stated 
using the ‘net asset value method’ (‘nettovermogenswaardemethode’). For the principles of valuation of 
assets and liabilities and for the determination of results reference is made to the notes to the 
consolidated statement of financial position and income statement. 
 
37 Investments in Group companies: 2,666 million (2014: 2,661)  
Statement of changes
Investments in 
Group companies
Balance at 31 December 2013
2,733
                 
Changes in 2014
Results
(149)
                   
Exchange rate differences/other
77
                      
Total changes
(72)
                     
Balance at 31 December 2014
2,661
                 
Changes in 2015
Results
(62)
                     
Exchange rate differences/other
67
                      
Total changes
5
                        
Balance at 31 December 2015
2,666
                 
(in € millions)
 
 
At 31 December 2015, total investment in Group companies amounted to €2,666 million (2014: 2,661). 
No dividend was received in 2015 (2014: 0). Exchange rate differences/other changes of €67 million 
(2014: 77) consisted of cumulative translation adjustments and movement caused by actuarial gain and 
losses, cash flow hedges and share-based payments.

Statements 
Chapter 5  
 
 
 
123 
  
38 Equity: 2,196 million (2014: 2,180)  
Consolidated statement of changes in equity
Issued
share
capital
Additional
paid-in
capital
Legal reserves
Other reserves
Retained 
earnings
Balance at 31 December 2013
44
                
2,647
           
(84)
              
(69)
              
(125)
            
2,413
          
Profit/(loss) for the period
(195)
            
(195)
            
Other comprehensive income/(loss)
89
               
(109)
            
(20)
              
Total comprehensive income/(loss)
89
               
(109)
            
(195)
            
(215)
            
Final dividend previous year
(7)
                 
(7)
                
Interim dividend
(15)
               
(15)
              
Compensation retained earnings
(125)
             
125
             
Legal reserves reclassifications
7
                 
(7)
                
Share-based payments
5
                 
5
                 
Stock dividend
0
                  
(0)
                 
0
Other
(1)
                
(1)
                
Total direct changes in equity
0
                  
(147)
             
7
                 
(3)
                
125
             
(18)
              
Balance at 31 December 2014
44
                
2,500
           
12
               
(181)
            
(195)
            
2,180
          
Profit/(loss) for the period
(50)
              
(50)
              
Other comprehensive income/(loss)
62
               
19
               
81
               
Total comprehensive income/(loss)
62
               
19
               
(50)
              
31
               
Final dividend previous year
(12)
               
(12)
              
Compensation retained earnings
(195)
             
195
             
Legal reserves reclassifications
12
               
(12)
              
Share-based payments
(5)
                
(5)
                
Stock dividend
0
                  
(0)
                 
Other
2
                 
2
                 
Total direct changes in equity
0
                  
(207)
             
12
               
(15)
              
195
             
(15)
              
Balance at 31 December 2015
44
                
2,293
           
86
               
(177)
            
(50)
              
2,196
          
(in € millions)
Attributable to 
equity holders of 
the parent
 
 
Refer to note 9 for additional details on equity. 
 
39 Provision for pension liabilities: 128 million (2014: 132)  
TNT Express N.V. is the sponsoring employer for the Dutch pension plan, which is externally funded in a 
separate pension fund and covers the majority of TNT’s employees in the Netherlands. In accordance 
with IAS 19.34a, the net defined benefit cost is recognised in the corporate financial statements of TNT 
Express N.V. The relevant Group companies recognise the costs equal to the contribution payable for 
the period in their financial statements. For TNT, the contributions received from the other Group 
companies offset the pension expense.  
 
The following table reconciles the opening and closing balances of the present value of the defined 
benefit obligation and the fair value of plan assets for the TNT Express N.V. sponsored Group pension 
plans.

Statements 
Chapter 5  
 
 
 
124 
  
Pension disclosures
2015
2014
Change in benefit obligation
Benefit obligation at beginning of year
693
              
473
              
Service costs
29
                
20
                
Interest costs
17
                
19
                
Past service cost
-
               
(12)
               
Actuarial (loss)/gain
(19)
               
200
              
Benefits paid
(7)
                 
(7)
                 
Other movement/administration cost
1
                  
0
                  
Benefit obligation at end of year
714
              
693
              
Change in plan assets
Fair value of plan assets at beginning of year
561
              
451
              
Actual return on plan assets
6
                  
93
                
Other movement/administration cost
-
               
(1)
                 
Contributions 
26
                
25
                
Benefits paid
(7)
                 
(7)
                 
Fair value of plan assets at end of year
586
              
561
              
Funded status at 31 December
Funded status
(128)
             
(132)
             
Net pension asset/(liability)
(128)
             
(132)
             
Components of employer pension expense
Service costs
(29)
               
(20)
               
Interest costs
(17)
               
(19)
               
Expected return on plan assets
13
                
16
                
Past service cost
-
               
12
                
Other cost/administration cost
(1)
                 
(1)
                 
Total post employment benefit income/(expenses)
(34)
               
(12)
               
Weighted average assumptions as at 31 December
Discount rate
2.0%
2.3%
Expected return on plan assets
2.0%
2.3%
Rate of compensation increase
1.8%
2.0%
Rate of benefit increase
1.0%
1.3%
(in € millions, except percentages)
 
 
40 Accounts receivable from Group companies: 32 million (2014: 3) and Accounts 
payable to Group companies: 498 million (2014: 401)  
Accounts receivable from Group companies relates to the participation of TNT Express N.V. in the 
notional cash pool of which TNT Finance B.V. is the cash pool leader. 
 
Accounts payable to Group companies mainly relates to a deposit facility bearing floating interest rates, 
with interest calculated at EURIBOR plus 0.25%. TNT Express N.V. can draw and repay on the facility 
at any moment.  
 
41 Wages and salaries  
(No corresponding ﬁnancial statement number) 
 
The employees of TNT Express N.V. consist solely of the members of the Executive Board. Hence no 
salary and social security costs were incurred besides those disclosed in note 19. In accordance with 
IAS 19.34, the net defined benefit cost shall be recognised in the corporate financial statements of TNT 
Express N.V. Refer to note 39 for more information on defined benefit pension costs, and to note 19 for 
the remuneration of the Executive Board and Supervisory Board. 
 
42 Commitments not included in the balance sheet  
(No corresponding ﬁnancial statement number) 
 
Declaration of joint and several liability  
At 31 December 2015, TNT Express N.V. issued a declaration of joint and several liability for some of its 
Group companies in compliance with article 403 Book 2 of the Dutch Civil Code. Those Group 
companies are: 
TNT Express Holdings B.V.  
TNT Express Nederland B.V.  
TNT Express Road Network B.V.  
TNT Express Worldwide N.V.  
TNT Finance B.V.

Statements 
Chapter 5  
 
 
 
125 
  
TNT Nederland B.V.  
TNT Holdings B.V.  
TNT Innight B.V.  
TNT Skypak Finance B.V.  
TNT Skypak International (Netherlands) B.V.  
TNT Transport International B.V.  
 
Fiscal unity in the Netherlands  
TNT Express N.V. forms a ﬁscal unity with several Dutch entities for Corporate Income Tax and VAT 
purposes. The Dutch entities that are part of these ﬁscal unities are included in the list containing the 
information referred to in article 379 and article 414 of Book 2 of the Dutch Civil Code, which is ﬁled at 
the office of the Chamber of Commerce in Amsterdam. The company and its subsidiaries that form part 
of the respective ﬁscal unities are jointly and severally liable for taxation payable by these ﬁscal unities. 
In the financial statements of the entities, which are part of fiscal unity for Corporate Income Tax, the tax 
expenses are calculated through the separate return approach. The tax expenses are settled through 
the intercompany accounts. 
 
Guarantees  
TNT Express N.V. provided parental support in the form of specific guarantees to various subsidiaries, 
in addition to the declaration of joint and several liability in compliance with article 403 of Book 2 of the 
Dutch Civil Code: €600 million relating to the multi-currency committed revolving credit facility, a €500 
million commercial paper programme, a €280 million (2014: 280) credit facility on its cross-currency 
cash pool as well as various guarantees included in International Swaps and Derivatives Association 
(ISDA) agreements with banks for the trading of financial derivatives which are materially issued for the 
TNT business; in addition to smaller uncommitted credit and guarantee facilities. 
 
TNT Express N.V. also guarantees the liabilities under the financial and operating lease agreements of 
aircraft including the Boeing 747 freighters and Boeing 777 freighters. Furthermore, guarantees of €125 
million (2014: 120) were issued amongst others for credit and foreign exchange facilities for its 
subsidiary TNT Express Worldwide (China) Ltd. in addition to smaller uncommitted credit and guarantee 
facilities to various subsidiaries. TNT Express N.V. has no guarantees outstanding for the benefit of 
unconsolidated subsidiaries and third parties, other than those provided in the ordinary course of 
divestments and other transactions. 
 
The cross-guarantee arrangement between TNT and PostNL regarding pensions is described in note 
28. 
 
43 Subsidiaries and associated companies at 31 December 2015  
(No corresponding ﬁnancial statement number) 
 
The full list containing the information referred to in article 379 and article 414 of Book 2 of the Dutch 
Civil Code is ﬁled at the office of the Chamber of Commerce in Amsterdam. 
 
Hoofddorp, 16 February 2016 
 
EXECUTIVE BOARD 
L.W. Gunning (Chairman) 
M.J. de Vries 
 
SUPERVISORY BOARD  
A. Burgmans (Chairman) 
M.E. Harris 
R. King 
S. Levy 
M. Scheltema 
Sj.S. Vollebregt 
 
TNT Express N.V. 
Taurusavenue 111 
2132 LS Hoofddorp 
P.O. Box 13000 
1100 KG Amsterdam 
The Netherlands

Statements 
Chapter 5  
 
 
 
126 
  
OTHER INFORMATION 
 
INDEPENDENT AUDITOR’S REPORT 
 
To: the Annual General Meeting of Shareholders and Supervisory Board of TNT Express N.V. 
 
Report on the financial statements 2015 
Our opinion 
In our opinion: 
 the consolidated financial statements as set out on pages 62 to 120 give a true and fair view of the 
financial position of TNT Express N.V. as at 31 December 2015 and of its result and cash flows for 
the year then ended in accordance with International Financial Reporting Standards as adopted by 
the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code; and 
 the corporate financial statements as set out on pages 121 to 125 give a true and fair view of the 
financial position of TNT Express N.V. as at 31 December 2015 and of its result for the year then 
ended in accordance with Part 9 of Book 2 of the Dutch Civil Code. 
 
What we have audited 
We have audited the financial statements 2015 as set out on pages 62 to 125 of TNT Express N.V., 
Amsterdam (‘the Company’ or collectively with its subsidiaries ‘TNT’ or ‘the Group’). The financial 
statements include the consolidated financial statements and the corporate financial statements. 
 
The consolidated financial statements comprise: 
 the consolidated statement of financial position as at 31 December 2015; 
 the following statements for 2015: the consolidated income statement and the consolidated 
statements of comprehensive income, cash flows and changes in equity; and 
 the notes, comprising a summary of significant accounting policies and other explanatory 
information. 
 
The corporate financial statements comprise: 
 the corporate balance sheet as at 31 December 2015; 
 the corporate income statement for the year then ended; and 
 the notes, comprising a summary of the accounting policies and other explanatory information. 
 
The financial reporting framework that has been applied in the preparation of the financial statements is 
EU-IFRS and the relevant provisions of Part 9 of Book 2 of the Dutch Civil Code for the consolidated 
financial statements and Part 9 of Book 2 of the Dutch Civil Code for the corporate financial statements. 
 
The basis for our opinion 
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our 
responsibilities under those standards are further described in the “Our responsibilities for the audit of 
the financial statements” section of our report. 
 
We are independent of TNT Express N.V. in accordance with the “Verordening inzake de 
onafhankelijkheid van accountants bij assurance-opdrachten” (ViO) and other relevant independence 
requirements in the Netherlands. Furthermore, we have complied with the “Verordening gedrags- en 
beroepsregels accountants” (VGBA). 
 
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for 
our opinion. 
 
Our audit approach 
Overview and context 
During 2015, a number of significant events impacted TNT. FedEx Corporation and TNT Express N.V. 
announced the intended acquisition of TNT by FedEx. Furthermore, management continued to 
implement the various Outlook initiatives as explained in the Annual Report. This includes outsourcing of 
part of the IT organisation and Business Process Outsourcing to external service providers. These 
events also affected our audit in determining materiality (materiality section), our scoping procedures 
(scoping sections) and needed specific focus. We explain how we addressed this in our audit approach 
in the key audit matter section of our report.

Statements 
Chapter 5  
 
 
 
127 
  
We designed our audit by determining materiality and assessing the risks of material misstatement in 
the financial statements. In particular, we looked at where the Executive Board made subjective 
judgments, for example in respect of significant accounting estimates that involved making assumptions 
and considering future events that are inherently uncertain. As in all of our audits, we also addressed 
the risk of management override of internal controls, including evaluating whether there was evidence of 
bias by the directors that may represent a risk of material misstatement due to fraud. 
 
Our engagement consists of a review of the half-year interim financial statements, pre year-end closing 
procedures in the fourth quarter 2015 and the year-end audit. Given the size of the Company and its 
operations we are involved on a continuous basis and have ongoing discussions with the finance 
functions, corporate and local management, the Executive Board and Audit Committee. We have 
attended all Audit Committee meetings during the year and presented our findings in the Supervisory 
Board meeting in February 2016. 
 
Materiality 
 Overall materiality: € 8 million which represents 5% of 
adjusted profit before tax. 
 
Audit scope 
 We conducted audit work on 32 components. We paid 
particular attention to the European Road Network, IT Central 
Services (‘ICS’) and TNT Airways network entities and 
(foreign) holding entities with treasury or tax significance or 
which represented higher risk.  
 During the audit 13 site visits were conducted by senior 
members of the group audit team to components in 8 
countries. 
 Audit coverage: 81% of consolidated revenue, 82% of 
consolidated total assets and 81% of profit before tax. 
 
Key audit matters 
 Intended acquisition of TNT by FedEx 
 Organisational changes and IT transformation 
 Valuation of goodwill 
 Uncertain tax positions and valuation of deferred tax assets 
in various jurisdictions 
 Claims and litigations 
 Management override of controls 
 
Materiality 
The scope of our audit is influenced by the application of materiality which is further explained in the 
section ‘Our responsibility for the audit of the financial statements’.  
 
We set certain quantitative thresholds for materiality. These, together with qualitative considerations as 
part of our risk analysis, helped us to determine the nature, timing and extent of our audit procedures 
and to evaluate the effect of identified misstatements on our opinion.  
 
Based on our professional judgment, we determined materiality for the financial statements as a whole 
as follows: 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Materiality
Audit scope
Key audit 
matters

Statements 
Chapter 5  
 
 
 
128 
  
 
 
 
 
Overall group materiality 
€ 8 million (2014: € 10 million). 
How we determined it 
5% of adjusted profit before tax. These adjustments consist 
mainly of FedEx related costs, restructuring related costs and 
transition costs which are audited in more detail. 
Rationale for benchmark applied 
We have applied this benchmark, a generally accepted auditing 
practice, based on our analysis of the common information needs 
of users of the financial statements. On this basis we believe that 
profit before tax is an important metric for the financial 
performance of the Company. 
Component materiality 
To each component in our audit scope, we, based on our 
judgment, allocate materiality that is less than our overall group 
materiality. The range of materiality allocated across components 
was between € 0.5 million and € 4.2 million.  
 
 
 
 
 
We also take misstatements and/or possible misstatements into account that, in our judgment, are 
material for qualitative reasons. 
 
We agreed with the Audit Committee that we would report to them misstatements in the income 
statement identified during our audit exceeding € 0.4 million (2014: € 0.5 million) as well as 
misstatements below that amount that, in our view, warranted reporting for qualitative reasons. 
 
The scope of our group audit 
TNT Express N.V. is the holding company of a group of entities. The financial information of this group is 
included in the consolidated financial statements of TNT Express N.V. 
 
When setting the scope of our audit of the Group we consider the following key factors in the control 
environment:  
 we rely, where relevant and efficient, on the Group’s Internal Control on Financial Reporting (‘ICFR’) 
framework and the monitoring of this framework. Where relevant, we test this framework at the 
Company’s head office and in some selected countries in order to assess whether we are able to 
rely on it;  
 the majority of the Group’s IT applications is managed centrally by TNT’s IT Central Services in the 
UK. We test these systems and procedures centrally and provide an independent assurance report 
on the central IT General Controls to the component audit teams; 
 the system for international deliveries is centrally maintained. We use the system data as a basis for 
centralised revenue assurance procedures. These revenue reports are followed up at the component 
level by component audit teams;  
 we undertake work and provide an independent assurance report concerning the Group’s Financial 
Transfer Pricing process which is centrally organised; our component audit teams gain comfort from 
this report; and 
 we liaise with the Group’s Internal Audit Department. They perform financial and operational audits 
on a rotational and risk assessment basis. In addition to our group audit scope, we also selected 4 
smaller entities on a rotational basis as part of our unpredictability procedures. These audits are 
performed by Internal Audit. We perform procedures to ensure that we can place sufficient reliance 
on Internal Audit, such as assessing their objectivity and competence, their system of quality review, 
by providing them specific instructions and reviewing their audit files. 
 
Taking into account the key factors above we tailor the scope of our audit of the Group. 
 
How we tailored the scope of our group audit 
Determining factors for the scope of our audit are the geographic structure of the Group, country risk, 
the significance and/or risk profile of group entities or activities, the tone at the top, fraud risk, the 
accounting processes and controls, and the industry in which the Group operates. On this basis, we 
selected group reporting entities for which an audit of financial information or specific balances was 
considered necessary and included tax, valuation, pension and share-based payments specialists in our 
group audit team. 
 
TNT is a logistics company with activities located on numerous smaller and larger locations around the 
globe. No individual component is considered financially significant (e.g. more than 15% of the Group’s 
revenue). To obtain sufficient coverage a total of 32 components are selected. Our scope ensures we 
cover all larger components in scope and focuses on entities with significant operations or activities 
which are relevant to the audit based on risk profile or supporting activities to the Group.

Statements 
Chapter 5  
 
 
 
129 
  
We achieved the following coverage on the financial line items: 
 
 
 
 
 
Revenue 
81% 
Total assets 
82% 
Profit before tax 
81% 
 
 
 
 
 
None of the remaining components represented more than 2% of total group revenue or total group 
assets. For those remaining components we reviewed the monitoring controls performed by the head 
office functions which includes; the governance framework, ICFR procedures, Internal Audit reports and 
oversight by divisional management. In addition we performed, amongst others, analytical procedures to 
corroborate our assessment that there were no significant risks of material misstatements within those 
components. 
 
The group audit is aligned with the divisional structure of TNT Express N.V. We conducted audit work on 
32 components. In the ‘Domestics’ division, all countries with the exception of Chile have been identified 
as larger components, being - Australia, Brazil, France, Italy, and the UK. In addition, larger components 
have been identified in the ‘International Europe’ division (for example Germany) and the ‘International 
AMEA’ division (for example, China). In our view, due to their significance and/or risk characteristics, 
each of these components required a full scope audit of their financial information. We also included all 
significant network entities in our group audit scope by performing full scope or specified audit 
procedures on European Road Network, IT Central Services, TNT Eurohub and TNT Airways. 
 
We issued detailed instructions to the audit teams of the components in our audit scope. These 
instructions included our risk analysis, materiality and global audit approach to centralised processes 
and systems. We determined the level of involvement in the audit work at those entities in order to be 
able to conclude whether sufficient appropriate audit evidence had been obtained as a basis for our 
opinion on the group financial statements as a whole. We formally update our component teams three 
times during the year via conference calls in which we present recent developments, the scope of our 
audit, audit risks, materiality and our global audit approach. We also had individual calls with every 
component team on three occasions during the year. During these calls we discuss the reports of the 
component team, the findings of their procedures and other matters which could be of relevance for the 
group financial statements. In addition, separate calls were held on an ongoing basis between senior 
members of the group audit team and the component auditors. During these calls we share local 
findings and consider their follow up or the need for support or information from a central level. The 
group audit team annually visits a number of the component teams. During these visits, amongst others, 
we discuss the risk assessment, review local audit procedures and findings, and we meet local 
management. In the current year senior members of the group team visited: the United Kingdom, Italy, 
Germany, France, China, Australia, Belgium and Spain. Our selection is based on the relative 
significance of the entities within the group or specific risks identified - for example, in relation to the 
organisational changes (refer to key audit matter ‘Organisational changes and IT transformation).  
 
The Company operates three segments with centralised control. In addition, holding, central network 
and certain other activities are included in the unallocated segment. This implies that significant and/or 
complex transactions are executed or monitored by the TNT Head Office. Therefore the group audit 
team performs audit work on the following group entities: TNT Nederland B.V., TNT Finance B.V., TNT 
Transport International B.V., TNT Express N.V., TNT Express Nederland B.V. and TNT European Road 
Network B.V. 
 
The group consolidation, financial statement disclosures and a number of items are audited by the 
group audit team at the TNT Head Office. These include, goodwill impairment testing, derivative 
financial instruments, hedge accounting, segmentation, aircraft valuations, group tax risks, certain 
deferred tax assets, share based payments, restructuring costs, claims and litigation, pension 
accounting, disposal of group companies, follow up on whistle-blower allegations, ethics and compliance 
with laws and regulations. We have also issued specified audit procedure instructions to obtain comfort 
over tax positions in the Belgian entities and the German and French holding entities. 
 
By performing the procedures above at components, combined with additional procedures at group 
level, we have obtained sufficient and appropriate audit evidence regarding the financial information of 
the group as a whole to provide a basis for our opinion on the consolidated financial statements. 
 
Key audit matters 
 
Key audit matters are those matters that, in our professional judgment, were of most significance in the 
audit of the financial statements. We have communicated the key audit matters to the Supervisory

Statements 
Chapter 5  
 
 
 
130 
  
Board, but they are not a comprehensive reflection of all matters that were identified by our audit and 
that we discussed. We described the key audit matters and included a summary of the audit procedures 
we performed on those matters. 
 
The key audit matters were addressed in the context of our audit of the financial statements as a whole, 
and in forming our opinion thereon. We do not provide a separate opinion on these matters or on 
specific elements of the financial statements. Any comments we make on the results of our procedures 
should be read in this context. 
 
Key audit matter 
How our audit addressed the matter 
Intended acquisition of TNT by FedEx 
 
FedEx Corporation and TNT Express N.V. 
announced the intended acquisition of TNT by 
FedEx (see Chapter 1.V of the Annual report), 
subject to certain conditions, most notably the 
European Commission (EC) approval. The EC 
announced in October 2015 that no Statement of 
Objection would be issued, and in January 2016 
their unconditional approval was provided. Based 
on the required steps and subject to the required 
approvals TNT anticipates that the FedEx offer will 
close in the first half of 2016.  
 
 
TNT 
has 
assessed 
the 
probability 
of 
the 
transaction and the impact this has on the Group 
and the accounting in the Financial Statements. In 
Chapter 4.IV of the Annual report and note 18, 19 
and 33 of the Financial Statements the impact on 
accounting 
for 
share-based 
payment 
plans, 
executive 
board 
remuneration 
and 
key 
management has been disclosed.  
 
 
 
 
 
In note 8 of the financial statement TNT’s explains 
that the airline is not classified as ‘asset held for 
disposal’ because the scope and the timing of the 
transaction could not be determined as per 31 
December 2015 and it was probable that 
significant changes to the plan could occur. In note 
35 of the financial statements the conditional sale 
agreement for airlines operations signed on 5 
February 2016 is disclosed as a subsequent 
event.  The impact of the intended transaction is 
significant for our audit because the related 
contracts can trigger complex accounting topics, 
various management judgments and valuation 
assessments. This process is unique by nature 
and is based on expected future developments. 
In order to gain an understanding, we discussed 
the 
contemplated 
transaction 
and 
expected 
completion of the transaction with multiple head 
office 
functions 
including 
Mergers 
and 
Acquisitions, Group Control, Corporate Legal, 
Human Resources, the Executive Board and the 
Audit Committee. We discussed with management 
the potential accounting impact under IFRS of the 
proposed 
acquisition 
in 
the 
2015 
financial 
statements and concurred with management that 
share-based payments / remuneration and the 
airline disposal required particular consideration.  
 
We assessed the probability of offer closure by 
reviewing management’s assessment of the 
required steps and necessary approvals.  
For 
share-based 
payments 
and 
executive 
remuneration our audit procedures included 
detailed assessment and challenging of the 
accounting positions, calculations performed and 
disclosures 
made 
by 
management. 
Our 
remuneration specialists and accounting subject 
matter specialists assisted us in evaluating and 
challenging the assumptions and disclosures 
applied by TNT.  
 
For the airline disposal we considered whether the 
airline disposal would qualify as an asset held for 
disposal based on discussions and documents 
concerning the negotiations. We agreed with 
management that the transaction would not qualify 
as an ‘asset held for disposal’ as the scope of the 
sales transaction, at 31 December 2015, could not 
be determined. We considered the accounting 
implications of the draft sales and purchase 
agreement on the 2015 financial statements and 
were assisted by accounting experts during this 
review. 
We 
performed 
subsequent 
events 
procedures, review of board minutes and enquiries 
with management. We reviewed the subsequent 
events disclosure in the financial statements and 
reconciled these to supporting documentation.  
 
 
Organisational changes and IT transformation 
 
The Company has been engaged in a number of 
strategic organisational changes, most notably the 
Outlook program as disclosed in the Annual 
Report.  
 
We have identified an increased risk in 
the Company’s control environment in 
areas 
where 
these 
organisational 
changes took place. The Company has a 
framework in place which monitors the 
status of the internal control environment 
and management undertook mitigating 
actions based on internal and external 
During our engagement we monitored the control 
environment risk on a corporate and local level -  
specifically with respect to the quality of closing 
procedures and IT general controls. This was 
done during our half-year review, pre year-end 
audit and year-end audit. In particular the 
deficiencies as reported in the ICFR framework 
and the mitigating procedures by management 
were assessed by the Company and us. In our 
role as group auditor we specifically discussed 
these risks and the local observations with the 
component 
audit 
teams. 
Where 
required,

Statements 
Chapter 5  
 
 
 
131 
  
audit findings, amongst others, where it 
was deemed necessary. We refer to the 
Risk Management paragraph in Chapter 
4 of the Annual Report.  
 
 
 
As part of the TNT transformation 
significant outsourcing of IT services and 
certain processes took place (stated in 
Chapter 1 and 2 of the Annual Report). 
Processes and part of the IT environment 
were transferred to external service 
providers for which specific Service Level 
Agreements were agreed. The transfer of 
the financial processes are relevant to 
our audit as they form the primary entries 
to 
the 
financial 
statements. 
The 
outsourcing of IT is relevant to our audit 
because the financial processes rely on 
the continuity, reliability and controls of 
the 
IT 
systems. 
Furthermore 
these 
contracts are material to the financial 
statements. Their impact has been 
disclosed in note 28 (commitments and 
contingencies). 
additional 
procedures 
were 
performed 
by 
management, the component audit team and/or 
the group audit team. We determined that 
sufficient additional procedures were performed to 
mitigate these risks. 
 
During the transition we monitored the control 
environment risk particularly with respect to the 
ICFR process controls and IT general controls. We 
discussed the potential risks with management 
and discussed the transition approach for the 
relevant 
operating 
companies. 
We 
involved 
specialists in the monitoring of the potential impact 
on the IT general controls. 
 
We considered the contract review performed by 
management and challenged the positions taken 
with the support of our accounting experts. We 
audited the transfer of assets in accordance with 
the agreed contracts. As group auditor we 
provided an ISAE3402 opinion to the component 
teams. We communicated with our component 
teams on the impact of the transition and the 
required follow up procedures on local level. 
 
 
Valuation of goodwill 
 
Goodwill amounting to € 1,006 million originating 
from previous acquisitions is recorded on the 
balance sheet. The Company performed goodwill 
impairment tests during the year- end close 2015. 
The 
assumptions 
and 
sensitivities 
in 
the 
impairment tests are disclosed in note 1 to the 
financial statements. These impairment tests are 
significant to our audit because the assessment 
process 
is 
complex, 
requires 
management 
judgment, and is based on assumptions that are 
affected by expected future market conditions. 
Our 
audit 
procedures 
included 
detailed 
assessment and challenging of the calculations 
performed 
by 
management. 
Our 
valuation 
specialists 
assisted 
us 
in 
evaluating 
and 
challenging the assumptions and methodologies 
applied by TNT Express N.V. in its impairment 
test, in particular those relating to the forecasted 
revenue growth and the (country) discount rate for 
various CGU’s. We also focused on the adequacy 
of the Company’s disclosures regarding those 
assumptions including the sensitivity analyses. 
 
 
 
Uncertain tax positions and valuation of 
deferred tax assets in various jurisdictions 
 
The Group operates in various countries with local 
tax regulations. The country specific tax risks are a 
significant risk in our audit as these could result in 
potential material amounts payable. Management 
monitors these risks on a local and corporate 
level. The significant tax risks and mitigating 
actions are summarised in tax position papers. 
The Company has disclosed the tax risks in note 
28 to the financial statements. 
 
 
The Company has recorded deferred tax assets in 
the financial statements resulting from deductible 
temporary differences and losses carried forward 
of € 172 million as disclosed in note 23 to the 
financial statements. The Company recognises 
these deferred tax assets to the extent that it is 
probable that future taxable profits will allow the 
deferred tax assets to be recovered and recorded 
valuation allowances during 2015, which impacted 
income tax expense. The realisation probability is 
impacted by a 3-5 year period for realisation of the 
full benefits of the Outlook investment and 
restructuring programs, timing of these benefits, 
transfer pricing models, uncertainties regarding 
The main entities in the Group are subject to local 
audits and thus these risks are audited and 
reported at a component level. The group audit 
team reviewed those reports and discussed the 
associated risks with the component auditors. The 
TNT tax position papers and tax risks are audited 
by the group audit team with the involvement of 
our tax specialists. We liaised with our component 
audit teams in response to country specific tax 
risks. 
 
We audited the available tax losses carried 
forward and deductible temporary tax differences. 
We considered the local expiry periods together 
with any applicable restrictions in recovery for 
each individual jurisdiction. In addition, our audit 
procedures included evaluating and challenging 
management’s 
forecasts 
including 
the 
assumptions such as revenue growth and cost 
developments. We checked the consistency of 
underlying 
assumptions 
with 
those 
of 
the 
impairment analyses and particularly addressed 
allocation to the respective tax jurisdictions. We 
also assessed the past performance against 
business plans used by the Company to assess

Statements 
Chapter 5  
 
 
 
132 
  
the realisation of such benefits, including the 
expiration date of losses and future expected 
taxable income. 
the quality of the company’s forecasting process in 
determining the future taxable income per country. 
We determined that the underlying plans provide 
sufficient (‘convincing’) evidence for recognition of 
the deferred tax asset under IFRS. 
 
 
Claims and litigations 
 
As outlined in the risk management section of 
Chapter 4 of the Annual Report, the Company is 
exposed to potential claims and litigation in a wide 
variety of areas. These areas include trade, anti-
trust and export controls. In chapter 4 of the 
Annual Report, the risks and mitigating actions in 
response to potential claims and litigations have 
been reported. 
 
In 2014 the Company received a Statement of 
Objections of the French Competition Authority 
(‘FCA’) with respect to the investigation of alleged 
anti-competitive behaviour in the French parcels 
delivery sector. The Company was fined by the 
FCA in December 2015. As disclosed in note 14 of 
the financial statements a current liability of € 58 
million is recorded. In note 28 the Company 
disclosed the decision to appeal against the fine.  
 
Claims and litigation including any provisions are 
significant to our audit because management 
judgment is required, the assessment process is 
complex and is based on (potential) future 
developments. 
We had update meetings with relevant compliance 
departments in TNT who are responsible for 
managing the compliance risks. We also had 
interviews, took note of their internal reports and 
where necessary involved subject matter experts. 
We conclude that management's accounting for 
claims and litigations is in accordance with the 
requirements of IFRS. 
 
In respect of the French anti-competition case we 
reviewed 
documentation 
of 
the 
France 
Competition Authority and the legal letter received 
from the French external lawyers. We assessed 
the objectivity and competence of these experts. 
We liaised with the French component audit team 
on the outcome of this case.  
 
We discussed the fine, the appeal and timing of 
payment with various central functions in the 
Group including Corporate Legal, the Executive 
Board and the Audit Committee. We concur with 
the accounting for the FCA fine as a short term 
liability in the financial statements. 
 
 
 
Management override of controls 
 
The Company operates in multiple jurisdictions 
and is subject to the risk of management override 
of controls and fraud. In order to address this risk, 
the Company has established a company-wide 
compliance system, which includes for example; 
the TNT Business principles, training, the global 
whistle blower procedure and disciplinary actions, 
as detailed in Chapter 4 of the Annual Report. 
In our audit, we performed audit procedures which 
allow us to rely, to the extent possible, on 
management’s governance structure. We also 
performed additional audit procedures designed to 
identify the risk of management override of 
controls. These procedures included, amongst 
others, an assessment of the corporate ‘tone-at-
the-top’, compliance with Company policies, 
review of internal audit reports, budget to actual 
analyses, 
consideration 
of 
bonus 
schemes, 
assessment of internal control deficiencies, follow-
up on whistle-blower allegations, review of 
business ethics reports, review of compliance 
statements with laws and regulations specific for 
the industry such as export controls, the US 
Foreign Corrupt Practices Act (FCPA) and the UK 
Bribery Act 2010, revenue recognition procedures 
and cost cut off procedures, as well as 
examination 
of 
unexpected 
and 
non-routine 
journal entries. Where necessary we extended our 
audit procedures to additional geographical units 
and/or 
requested 
follow 
up 
from 
group 
management. We also maintained unpredictability 
in our audits by, amongst others, selecting smaller 
entities in scope, review of expense claims of the 
Executive Board and made specific enquiries at 
different levels in the organisation to establish 
consistency.

Statements 
Chapter 5  
 
 
 
133 
  
 
Responsibilities of the Executive Board and the Supervisory Board 
The Executive Board is responsible for: 
 the preparation and fair presentation of the financial statements in accordance with EU-IFRS and 
with Part 9 of Book 2 of the Dutch Civil Code, and for the preparation of the Executive Board report 
as set out on pages 3 to 18, pages 37 to 48 and pages 55 to 60 in accordance with Part 9 of Book 2 
of the Dutch Civil Code, and for 
 such internal control as the Executive Board determines is necessary to enable the preparation of 
financial statements that are free from material misstatement, whether due to fraud or error. 
 
As part of the preparation of the financial statements, the Executive Board is responsible for assessing 
the Company’s ability to continue as a going concern. Based on the financial reporting frameworks 
mentioned, the Executive Board should prepare the financial statements using the going concern basis 
of accounting unless the Executive Board either intends to liquidate the Company or to cease 
operations, or has no realistic alternative but to do so. The Executive Board should disclose events and 
circumstances that may cast significant doubt on the Company’s ability to continue as a going concern.  
 
The Supervisory Board is responsible for overseeing the Company’s financial reporting process. 
  
Our responsibilities for the audit of the financial statements 
Our responsibility is to plan and perform an audit engagement to obtain sufficient and appropriate audit 
evidence to provide a basis for our opinion. Our audit opinion aims to provide reasonable assurance 
about whether the financial statements are free from material misstatement. Reasonable assurance is a 
high but not absolute level of assurance which makes it possible that we may not detect all 
misstatements. Misstatements may arise due to fraud or error. They are considered to be material if, 
individually or in the aggregate, they could reasonably be expected to influence the economic decisions 
of users taken on the basis of the financial statements. 
 
A more detailed description of our responsibilities is set out in the appendix to our report. 
 
Report on other legal and regulatory requirements 
 
Our report on the Executive Board and the other information 
Pursuant to the legal requirements of Part 9 of Book 2 of the Dutch Civil Code (concerning our obligation 
to report about the Executive Board report and other information): 
 We have no deficiencies to report as a result of our examination whether the Executive Board report, 
to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of this Code, 
and whether the information as required by Part 9 of Book 2 of the Dutch Civil Code has been 
annexed.  
 We report that the Executive Board report, to the extent we can assess, is consistent with the 
financial statements. 
 
 
Our appointment 
We were appointed as auditors of TNT Express N.V. following the demerger of PostNL N.V. in 2011 by 
the Audit Committee and Supervisory Board following the passing of a resolution by the shareholders at 
the annual meeting held in 2011 representing a total period of uninterrupted engagement appointment of 
4 years. As per TNT Policy on Auditor Independence and Pre-approval, the Audit Committee must 
review the auditor at least once every three years and communicate the outcome of this review to the 
shareholders at the annual meeting. The last time this took place was in the shareholders meeting of 9 
April 2014. 
 
Amsterdam, 16 February 2016 
PricewaterhouseCoopers Accountants N.V. 
 
 
 
Original has been signed by 
drs. R. Dekkers RA

Statements 
Chapter 5  
 
 
 
134 
  
APPENDIX TO OUR AUDITOR’S REPORT ON THE FINANCIAL STATEMENTS 2015 OF 
TNT EXPRESS N.V. 
In addition to what is included in our auditor’s report we have further set out in this appendix our 
responsibilities for the audit of the accompanying financial statements and explained what an audit 
involves. 
 
The auditor’s responsibilities for the audit of the financial statements 
We have exercised professional judgment and have maintained professional scepticism throughout the 
audit in accordance with Dutch Standards on Auditing, ethical requirements and independence 
requirements. Our objectives are to obtain reasonable assurance about whether the financial statements 
as a whole are free from material misstatement, whether due to fraud or error. Our audit consisted, 
amongst others of: 
 Identifying and assessing the risks of material misstatement of the financial statements, whether due 
to fraud or error, designing and performing audit procedures responsive to those risks, and obtaining 
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not 
detecting a material misstatement resulting from fraud is higher than for one resulting from error, as 
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the intentional 
override of internal control. 
 Obtaining an understanding of internal control relevant to the audit in order to design audit 
procedures that are appropriate in the circumstances, but not for the purpose of expressing an 
opinion on the effectiveness of the company’s internal control. 
 Evaluating the appropriateness of accounting policies used and the reasonableness of accounting 
estimates and related disclosures made by Executive Board. 
 Concluding on the appropriateness of Executive Board’s use of the going concern basis of 
accounting, and based on the audit evidence obtained, concluding whether a material uncertainty 
exists related to events and/or conditions that may cast significant doubt on the company’s ability to 
continue as a going concern. If we conclude that a material uncertainty exists, we are required to 
draw attention in our auditor’s report to the related disclosures in the financial statements or, if such 
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence 
obtained up to the date of our auditor’s report and are made in the context of our opinion on the 
financial statements as a whole. However, future events or conditions may cause the company to 
cease to continue as a going concern. 
 Evaluating the overall presentation, structure and content of the financial statements, including the 
disclosures, and evaluating whether the financial statements represent the underlying transactions 
and events in a manner that achieves fair presentation. 
 
Considering our ultimate responsibility for the opinion on the company’s consolidated financial 
statements we are responsible for the direction, supervision and performance of the group audit. In this 
context, we have determined the nature and extent of the audit procedures for components of the group 
to ensure that we performed enough work to be able to give an opinion on the financial statements as a 
whole. Determining factors are the geographic structure of the group, the significance and/or risk profile 
of group entities or activities, the accounting processes and controls, and the industry in which the group 
operates. On this basis, we selected group entities for which an audit or review of financial information 
or specific balances was considered necessary. 
 
We communicate with the supervisory board regarding, among other matters, the planned scope and 
timing of the audit and significant audit findings, including any significant deficiencies in internal control 
that we identify during our audit. 
 
We provide the supervisory board with a statement that we have complied with relevant ethical 
requirements regarding independence, and to communicate with them all relationships and other 
matters that may reasonably be thought to bear on our independence, and where applicable, related 
safeguards. 
 
From the matters communicated with the supervisory board, we determine those matters that were of 
most significance in the audit of the financial statements of the current period and are therefore the key 
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes 
public disclosure about the matter or when, in extremely rare circumstances, not communicating the 
matter is in the public interest.

Statements 
Chapter 5  
 
 
 
135 
  
EXTRACT FROM THE ARTICLES OF ASSOCIATION ON APPROPRIATION OF PROFIT 
 
Article 30. Dividends. Reservations. 
30.1 Out of the profit the credit balance of the profit and loss account earned in the past financial year 
shall first be paid, if possible, a dividend on the preference shares of a percentage equal to the 
average twelve monthly EURIBOR (EURO Interbank Offered Rate) – weighted to reflect the 
number of days for which the payment is made – plus a premium, to be determined by the 
Executive Board, subject to the approval of the Supervisory Board, of at least one percentage point 
and at most three percentage points, depending on the prevailing market conditions. In the event 
the relevant preference shares are issued in the course of a financial year the dividend shall be 
calculated as a proportion of the time lapsed. If at any time the twelve monthly EURIBOR is no 
longer fixed, the dividend percentage shall be equal to the arithmetic mean of the average effective 
yields of the five longest-dated state loans, as calculated by the Central Bureau of Statistics 
(Centraal Bureau voor de Statistiek) and published in the Official Price List, over the last twenty 
stock-exchange business days before the date of issue, plus a premium, to be determined by the 
Executive Board and subject to the approval of the Supervisory Board, of at least one quarter of a 
percentage point and at most one percentage point, depending on the prevailing market conditions. 
If the distribution on the preference shares for any financial year as referred to in the preceding 
paragraph cannot be made or cannot be made in full because the profit does not permit it, the 
deficit shall be distributed as a charge to the distributable part of the shareholders’ equity. The 
dividend on preference shares shall be calculated on the paid up part of the nominal value. 
30.2 The Executive Board shall then subject to the approval of the Supervisory Board determine what 
part of the profit remaining after the application of article 30.1 is to be appropriated to reserves.  
30.3 The part of the profit remaining after the appropriation to reserves shall be at the disposal of the 
general meeting, except that no further distributions can be made on the preference shares.  
30.4 If a loss is sustained in any year, no dividend shall be distributed for that year. No dividend may be 
paid in subsequent years until the loss has been compensated by profits. The general meeting may, 
however, resolve on a proposal of the Executive Board which has received the approval of the 
Supervisory Board to compensate the loss out of the distributable part of the shareholders’ equity or 
also to distribute a dividend out of the distributable part of the shareholders’ equity.  
30.5 The Executive Board may resolve to distribute an interim dividend. Such a resolution shall be 
subject to the approval of the Supervisory Board. 30.6 No dividend shall be paid on the shares held 
by the company in its own capital. For the computation of the profit distribution, the shares on which 
according to this article 30.6 no dividend shall be paid, shall not be included. The provisions laid 
down before in this article 30.6 shall not be applicable in the event that the Executive Board 
resolves otherwise, which resolution shall be subject to the approval of the Supervisory Board.  
30.7 Sections 104 and 105 of Book 2 of the Dutch Civil Code shall also be applicable to 
distributions to shareholders. 
 
Article 31. Distributions in shares and distributions charged to the reserves. 
31.1 The Executive Board may resolve that all or part of the dividend on ordinary shares shall be paid in 
shares in the company instead of cash. In case of an interim distribution the Executive Board may 
also resolve that the payments shall take place to the debit of the distributable part of the 
shareholders’ equity. These resolutions of the Executive Board shall be subject to the approval of 
the Supervisory Board. 
31.2 The general meeting may resolve, on a proposal of the Executive Board which has received the 
approval of the Supervisory Board, to charge distributions to holders of ordinary shares to the 
distributable part of the shareholders’ equity. All or part of these distributions may also be paid in 
shares in the company instead of cash.

Statements 
Chapter 5  
 
 
 
136 
  
DIVIDEND 
 
In consideration of FedEx’s all-cash public offer to acquire all the issued and outstanding shares of TNT, 
the Executive Board of TNT decided with the approval of the Supervisory Board, to not pay a dividend 
over 2015. If TNT were to pay a dividend, the dividend amount would be subtracted from the offer price 
upon the purchase by FedEx of the shares from TNT’s shareholders. 
 
APPROPRIATION OF PROFIT  
 
The Executive Board of TNT Express has decided, with the approval of the Supervisory Board, to 
appropriate the loss of the period of €50 million to the reserves and to propose to compensate the loss 
out of the distributable part of the shareholders’ equity. The profit remaining at the disposal of the 
general meeting is zero. 
 
Appropriation of profit
2015
Profit/(loss) attributable to the shareholders
(50)
               
Appropriation in accordance with the Articles of Association:
Reserves adopted by the Executive Board and approved by the 
Supervisory Board (article 30, par.2)
50
                
Profit at disposal of the Annual General Meeting of Shareholders
0
                  
(in € millions)
 
 
GROUP COMPANIES OF TNT EXPRESS N.V. 
 
The list containing the information referred to in article 379 and article 414 of Book 2 of the Dutch Civil 
Code is ﬁled at the office of the Chamber of Commerce in Amsterdam. 
 
SUBSEQUENT EVENTS 
 
Information relating to subsequent events is disclosed in note 35.

Statements 
Chapter 5 
 
 
 
 
 
137 
II. CORPORATE RESPONSIBILITY STATEMENTS 
 
Consolidated statement of international standards 
138 
Consolidated statement of health and safety data 
138 
Consolidated statement of environmental data 
138 
Consolidated statement of other data (social and engagement) 
138 
Notes to the corporate responsibility statements 
139 
 
Notes to the international standards 
139 
1  OHSAS 18001 certification 
139 
2  Investors in People certification 
139 
3  ISO 14001 certification 
139 
4  ISO 9001 certification 
140 
 
Notes to the health and safety performance 
141 
5  Fatalities 
141 
6  Lost-time accidents 
141 
7  Absenteeism 
142 
8  Road traffic incidents/collisions 
143 
 
Notes to the environmental performance 
144 
9  CO2e emissions absolute 
144 
10  Own drivers trained in safe and eco-driving 
145 
11  Own vehicles in the European Union ≥ Euro 4 standard 
146 
12  Own vehicles applied with telematics 
146 
13  Own linehaul vehicles/trailers equipped with aerodynamic devices 
146 
14 Global CO2e efficiency 
147 
15  CO2e efficiency air transport 
147 
16  CO2e efficiency road transport 
147 
17  Efficiency of buildings 
148 
 
Additional notes 
149 
 
Notes to the social and engagement performance 
149 
18  Employee engagement 
149 
19  Diversity 
149 
20  Voluntary turnover 
150 
21  Learning and development 
150 
22  Customer satisfaction 
150 
 
Other information 
151

Statements 
Chapter 5 
 
 
 
 
 
138 
 
 
  
 
 
  
Consolidated statement of international standards
Year ended at 31 December
Notes
2015
variance %
2014
OHSAS 18001 certification (% of total FTE)
(1)
81%
0.0
81%
Investors in People certification (% of total headcount)
(2)
53%
(34.6)
81%
ISO 14001 certification (% of total FTE)
(3)
82%
0.0
82%
ISO 9001 certification (% of total FTE)
(4)
83%
(1.2)
84%
Consolidated statement of health and safety data
Year ended at 31 December
Notes
2015
variance %
2014
OSHA recordable fatalities
(5)
♦
0
0
Workplace fatalities (OHSA non-recordable)
(5)
♦
5
400.0
1
Public road fatalities (OHSA non-recordable)
(5)
♦
31
24.0
25
Lost-time accidents
(6)
♦
1,485
(3.5)
1,539
Lost-time accidents per 100 FTE
(6)
♦
2.67
(1.8)
2.72
Lost-time injury rate (LTIR) (per 200,000 w orking hours)
(6)
♦
2.73
(2.2)
2.79
Absenteeism (% of total standard w orking hours)
(7)
♦
3.5
(2.8)
3.6
Road traffic incidents/collisions per 100,000 kilometres
(8)
1.05
(2.8)
1.08
Figures with a (♦) fall within the reasonable assurance scope
Consolidated statement of environmental data
Year ended at 31 December
Notes
2015
variance %
2014
CO2e emissions of ow n operations (Scope 1 and 2) (ktonnes)
(9)
♦
1,437
9.3
1,315
CO2e emissions of subcontractor operations (Scope 3) (ktonnes)
(9)
1,637
3.2
1,587
Ow n drivers trained in safe and eco-driving (% of total drivers)
(10)
♦
25%
(3.8)
26%
Ow n vehicles in the European Union ≥ Euro 4 standard (% of total ow n vehicles)
(11)
♦
95%
11.8
85%
Ow n vehicles applied w ith telematics (% of total ow n PUD/LHL vehicles)
(12)
♦
13%
8.3
12%
Ow n linehaul vehicles/trailers equipped w ith aerodynamics 
(13)
♦
57%
(3.4)
59%
CO2e efficiency netw ork flights (European Air Netw ork + domestic) (g CO2e/tonnes.km)
(15)
♦
1,733
(5.2)
1,828
CO2e efficiency long haul air (g CO2e/tonnes.km)
(15)
♦
550
7.4
512
CO2e efficiency PUD vehicles (g CO2e/km)
(16)
♦
564
2.7
549
CO2e efficiency linehaul vehicles (g CO2e/km)
(16)
♦
917
(2.8)
943
CO2e efficiency buildings (kg CO2e/m2)
(17)
♦
23.0
0.9
22.8
Energy efficiency buildings (MJoules/m2)
(17)
♦
395
4.5
378
Sustainable electricity (% of total electricity)
(17)
♦
51%
6.3
48%
Figures with a (♦) fall within the reasonable assurance scope
Consolidated statement of other data (social and engagement)
Year ended at 31 December
Notes
2015
variance %
2014
Gender profile (% of females of total headcount)
(19)
28%
0.0
28%
Gender profile of management (% of females of total management)
(19)
27%
(3.6)
28%
Voluntary turnover (% of total headcount)
(20)
9%
(10.0)
10%
Training hours per FTE
(21)
16
(5.9)
17
Orange Experience Score
(22)
47
17.5
40
Figures with a (♦) fall within the reasonable assurance scope

Statements 
Chapter 5 
 
 
 
 
 
139 
NOTES TO THE CORPORATE RESPONSIBILITY STATEMENTS 
 
NOTES TO THE INTERNATIONAL STANDARDS 
 
1 OHSAS 18001 certification 
OHSAS 18001 sets out the minimum requirements for best practices in occupational health and safety 
management. It also provides a platform for work-related health and safety performance improvement at 
entity level, enhancing local focus and ownership for monitoring and implementing improvements. All 
TNT’s operating units are required to achieve and maintain OHSAS 18001 certification as a minimum. 
 
 
 
In 2015, one operating unit lost their certification.  
 
2 Investors in People certification 
TNT uses the Investors in People (IiP) standard to provide a consistent and structured approach to 
people management. In 2015, IiP rolled out a new standard. The IiP standard focuses on three 
performance headings: leading, supporting and improving. The standard requires, amongst others, that 
TNT identifies and communicates clear business objectives to all employees and provides performance 
feedback, development plans and adequate training. Living up to the IiP standard, ensures TNT’s 
employees receive the necessary learning and development opportunities they need, to be successful 
and thus create value for the business. Each year, performance evaluations are held with all employees, 
with a focus on their results, behaviour and personal development.  
 
 
 
TNT decided to fully assess the new standard as opposed to automatically re-certifying operating units. 
Partly as a result of this, 29 operating units lost their certification in 2015, while two achieved their 
certification.  
 
3 ISO 14001 certification 
TNT adopts the ISO 14001 environmental management system standard within its operations to provide 
a consistent and structured approach to the management of environmental aspects and the related 
impact. The standard also meets the demand of an increasing number of customers. All TNT’s operating 
units are required to achieve and maintain ISO 14001 certification as a minimum. 
 
 
 
OHSAS 18001 certification
GRI indicators: G4-LA6
(in percentage of total FTE working at certified sites)
2015
2014
International Europe
97%
98%
International AMEA
97%
99%
Domestics
71%
70%
Unallocated
70%
59%
Total 
81%
81%
Investors in People certification
GRI indicators: G4-LA9
(in percentage of total headcount working at certified sites)
2015
2014
International Europe
63%
100%
International AMEA
43%
92%
Domestics
55%
74%
Unallocated
33%
40%
Total
53%
81%
ISO 14001 certification
(in percentage of total FTE working at certified sites)
2015
2014
International Europe
96%
97%
International AMEA
97%
99%
Domestics
71%
70%
Unallocated
79%
78%
Total 
82%
82%

Statements 
Chapter 5 
 
 
 
 
 
140 
In 2015, one operating unit lost their certification. 
 
4 ISO 9001 certification 
TNT aligns its customer management approach to the ISO 9001 quality management standard to 
ensure that all customers are offered excellent service. The standard sets requirements for continuous 
quality improvement at entity level, challenging all entities on the service and quality they provide, and 
enables a customised approach to implement improvements. TNT aims to obtain ISO 9001 certification 
within all its operating units. 
 
 
 
In 2015, one operating unit lost their certification.  
ISO 9001 certification
(in percentage of total FTE working at certified sites)
2015
2014
International Europe
96%
97%
International AMEA
99%
99%
Domestics
72%
74%
Unallocated
81%
79%
Total
83%
84%

Statements 
Chapter 5 
 
 
 
 
 
141 
NOTES TO THE HEALTH AND SAFETY PERFORMANCE 
 
5 Fatalities 
In 2015, TNT changed its methodology on reporting fatalities, to fully align with OSHA (Occupational 
Safety and Health Administration (Form 300)) requirements. TNT discloses both OSHA recordable (a 
fatality as a result of an injury that is work-related, resulting from events or exposures, which occur on 
TNT's premises) and OSHA non-recordable fatalities (a fatality as a result of an injury/illness that is not 
work-related, or a fatality as a result of an incident on a public road).  
 
 
 
In 2014 and 2015, no OSHA recordable fatalities occurred. 
 
 
 
In 2015, five OSHA non-recordable fatalities occurred in which four people died due to heart attacks 
(three subcontractors and one TNT employee), and one TNT employee as a result of suicide.  
 
 
 
On the public road, three (2014: 5) TNT employees and 22 subcontractors (2014: 18) were involved in 
incidents in which 31 people died (27 third parties (2014: 20) and four subcontractor drivers (2014: 5). 
Most recorded fatal road incidents happened in Brazil, Germany and the United Kingdom, and have a 
close relation to the road risk conditions in these countries. 
 
6 Lost-time accidents 
Lost-time accidents (LTA) involving own employees are reported as both an absolute number and as a 
ratio to show the relative change. The average number of days lost per accident is generally used in the 
industry as an indication of the severity of the accidents. 
 
   
OSHA recordable fatalities
GRI indicators: G4-LA6
(in numbers)
2015
2014
International Europe
♦
0
0
International AMEA
♦
0
0
Domestics
♦
0
0
Unallocated
♦
0
0
Total 
♦
0
0
Figures with a (♦) fall within the reasonable assurance scope 
Workplace fatalities (OSHA non-recordable)
GRI indicators: G4-LA6
(in numbers)
2015
2014
International Europe
♦
0
1
International AMEA
♦
0
0
Domestics
♦
4
0
Unallocated
♦
1
0
Total 
♦
5
1
Figures with a (♦) fall within the reasonable assurance scope 
Public road fatalities (OSHA non-recordable)
GRI indicators: G4-LA6
(in numbers)
2015
2014
International Europe
♦
3
4
International AMEA
♦
1
1
Domestics
♦
18
17
Unallocated
♦
9
3
Total
♦
31
25
Figures with a (♦) fall within the reasonable assurance scope 
Lost-time accidents
GRI indicators: G4-LA6
(in numbers)
2015
2014
International Europe
♦
216
281
International AMEA
♦
36
39
Domestics
♦
976
1,030
Unallocated
♦
257
189
Total 
♦
1,485
1,539
Figures with a (♦) fall within the reasonable assurance scope

Statements 
Chapter 5 
 
 
 
 
 
142 
  
 
Both absolute LTAs and the LTA ratio showed a continued downward trend, due to the continued focus 
on the management of safety risk, and improvements to safety systems and processes at a local level. 
The increase in the Unallocated segment is mainly due to the shift of the road transit hubs from 
International Europe to the European Road Network which is part of Unallocated.  
 
 
 
The average number of days lost due to a lost-time accident provides an indication of the severity of the 
accident. 
 
  
 
The lost-time injury rate (LTIR) is a more stringent health and safety KPI, which has been retroactively 
calculated for 2014 and 2015 based on the lost-time injuries of TNT employees in relation to their 
working hours. This new KPI will be used from January 2016 to manage performance. The aim of this 
health and safety KPI is: Zero Harm, Zero Blame, with a maximum LTIR tolerance of 1.0 (1.0 = 1 lost-
time injury per 200,000 working hours). 
 
7 Absenteeism 
TNT’s approach to manage (long-term) absenteeism is to provide employees with a safe and timely 
return to work, regardless of the reason for being absent. In the event of a long-term absence, a ‘return 
to work interview’ is held in the form of an open discussion between employee and manager. This also 
gives management the opportunity to provide support to the employee and the possibility to improve the 
situation, where applicable. The employee’s return to work is also closely monitored and managed by 
human resources and a registered medical practitioner if required. 
 
 
 
Absenteeism slightly improved from 3.6% to 3.5% in 2015. 
Lost-time accidents ratio
GRI indicators: G4-LA6
(in lost-time accidents per 100 FTE)
2015
2014
International Europe
♦
1.71
2.09
International AMEA
♦
0.38
0.41
Domestics
♦
3.51
3.59
Unallocated
♦
4.53
3.82
Total 
♦
2.67
2.72
Figures with a (♦) fall within the reasonable assurance scope 
Average number of days lost due to a lost-time accident
GRI indicators: G4-LA6
(in days)
2015
2014
International Europe
♦
18.8
24.9
International AMEA
♦
27.9
23.2
Domestics
♦
14.8
18.7
Unallocated
♦
21.9
32.5
Total 
♦
16.9
21.6
Figures with a (♦) fall within the reasonable assurance scope 
Lost-time injury rate (LTIR)
GRI indicators: G4-LA6
(in lost-time injuries per 200,000 working hours)
2015
2014
International Europe
♦
1.65
2.00
International AMEA
♦
0.38
0.40
Domestics
♦
3.72
3.89
Unallocated
♦
4.64
3.74
Total 
♦
2.73
2.79
Figures with a (♦) fall within the reasonable assurance scope 
Absenteeism
GRI indicators: G4-LA6
(in percentage of standard working hours)
2015
2014
International Europe
♦
3.7%
3.9%
International AMEA
♦
1.1%
1.2%
Domestics
♦
3.8%
3.8%
Unallocated
♦
5.9%
6.0%
Total
♦
3.5%
3.6%
Figures with a (♦) fall within the reasonable assurance scope

Statements 
Chapter 5 
 
 
 
 
 
143 
8 Road traffic incidents/collisions 
The road traffic incident ratio provides an indication of the driving performance of TNT’s drivers. A road 
traffic incident is defined as a crash or collision involving an operational vehicle.  
 
 
 
The road traffic incident ratio improved by 2.8% to 1.05 incidents per 100,000 kilometres in 2015. 
Initiatives conducted in the United Kingdom confirmed that targeted action, including installing reversing 
cameras in vehicles and developing driver risk profiles, can significantly reduce the number of incidents.  
Road traffic incidents/collisions
GRI indicators: G4-LA6
(in number of  road traffic incidents/collisions per 100,000 kilometres)
2015
2014
International Europe
1.00
1.07
International AMEA
0.39
0.46
Domestics
1.30
1.31
Unallocated
0.12
0.14
Total
1.05
1.08

Statements 
Chapter 5 
 
 
 
 
 
144 
NOTES TO THE ENVIRONMENTAL PERFORMANCE  
 
9 CO2e emissions absolute 
For sector comparison purposes, the CO2e footprint, according to the GHG Protocol Corporate Standard 
(revised 2004), can be reported in three categories: 
 
Scope 1: covers all direct emissions generated by sources that are owned or controlled by the 
company, such as operational vehicles, aviation and heating. 
 
Scope 2: includes all emissions from the generation of purchased electricity consumed by the 
company. 
 
Scope 3: refers to indirect emissions that are a consequence of the company’s activities, but occur 
from sources not owned or controlled by the company. 
 
 
 
 
The total CO2e footprint is based on a new methodology using operational data that includes any 
transport activity required to deliver the shipment from door-to-door. A mix of value categories is used 
depending on data available and the transportation segment. TNT reported data is used when reliable 
and accurate data is captured and reported. In case this information is not available, default values are 
applied. (This replaces the previous methodology using secondary indicators such as kilometres driven 
and costs. As a result prior year data has been restated).  
 
In 2015, the CO2e footprint of TNT’s own and subcontractor operations (Scope 1, 2 and 3) increased by 
5.9% to 3,074 ktonnes. 
 
CO2e emissions according to the Greenhouse Gas Protocol
Emission source (in ktonnes)
2015
2014
Scope 1
PUD vehicles
115
115
Linehaul vehicles
118
118
Other operational vehicles
12
11
Total operational vehicles
245
244
European Air Netw ork and domestic flights
394
347
Long haul flights
593
624
Other flights
144
39
Total aviation
1,131
1,010
Gas 
12
11
Heating fuel
3
1
Total heating
15
12
Total Scope 1
1,391
1,266
Scope 2
District heating
1
1
Electricity
45
48
Total Scope 2
46
49
Scope 3
Subcontractors
1,637
1,587
Total Scope 3
1,637
1,587
Total own CO2 e  footprint (Scope 1 and 2)
1,437
1,315
Total CO2e footprint (Scope 1, 2 and 3)
3,074
2,902
GRI indicators: G4-EN15, G4-EN16 & G4-EN17

Statements 
Chapter 5 
 
 
 
 
 
145 
  
 
TNT’s own CO2e emissions (Scope 1 and 2) increased by 9.3% compared to 2014, mainly due to the 
implementation of more efficient but larger aircraft in European Air Network operations, combined with 
the large increase of cargo carried for other shippers (an increase of 105 ktonnes).  
 
  
 
TNT’s subcontractor CO2e emissions (Scope 3) increased by 3.2% to 1,637 ktonnes, mainly due to an 
increase of air subcontracted activities, to provide additional capabilities which were required to ship 
increased volumes in TNT’s air network (Unallocated). 
 
 
 
In 2015, 32% of the total CO2e emissions (own and subcontractors) was related to road transport, 66% 
to air transport and 2% to buildings. TNT relies on subcontractors for a substantial part of its business 
activities. In 2015, 53% of TNT’s CO2e emissions were attributed to subcontractors (2014: 55%). 
 
10 Own drivers trained in safe and eco-driving 
TNT drivers are trained on safe and eco-driving. This training is specifically focused on leveraging driver 
skills to improve fuel efficiency and reduce CO2e emissions.  
 
 
 
The reported percentage of own drivers trained in safe and eco-driving is only based on the number of 
drivers that were trained in 2015. Drivers are trained regularly, however not as a standard on an annual 
basis. 
CO2e emissions of own operations
GRI indicators: G4-EN15
(in ktonnes)
2015
2014
International Europe
29
31
International AMEA
46
44
Domestics
208
209
Unallocated
1,154
1,031
Total
♦
1,437
1,315
Figures with a (♦) fall within the reasonable assurance scope 
CO2e emissions of subcontractor operations
GRI indicators: G4-EN17
(in ktonnes)
2015
2014
International Europe
432
450
International AMEA
56
75
Domestics
138
151
Unallocated
1,011
911
Total 
1,637
1,587
(in ktonnes)
Year
Ow n 
operations
Subcontractor 
operations
% Ow n % Subcontractors
2015
245
750
25%
75%
2014
244
742
25%
75%
2015
1,131
887
56%
44%
2014
1,010
845
54%
46%
2015
61
0
100%
0%
2014
61
0
100%
0%
2015
1,437
1,637
47%
53%
2014
1,315
1,587
45%
55%
Air transport
CO2e emissions of ow n and subcontractor operations
GRI indicators: G4-EN15, G4-EN16 & G4-EN17
Road transport
Buildings
Total
Own drivers trained in safe and eco-driving 
(% of total own drivers)
2015
2014
International Europe
21%
7%
International AMEA
40%
21%
Domestics
21%
30%
Unallocated
49%
31%
Total 
25%
26%

Statements 
Chapter 5 
 
 
 
 
 
146 
11 Own vehicles in the European Union ≥ Euro 4 standard 
The objective of the European emission standards (Euro 4, 5 and 6) is to reduce emissions of: 
 particulate matters (PM10);  
 nitrogen oxides (NOx); and 
 carbon monoxide (CO). 
 
European legislation requires new trucks and vans to comply with the highest norms for these emissions 
to improve air quality in the European Union.  
 
 
 
 
 
By the end of 2015, the medium-term target of 90% of TNT’s fleet to be equal or above the Euro 4 
standard was exceeded with a level of 95%. The composition of TNT’s fleet of PUD and linehaul 
vehicles in European Union countries changed to include more Euro 6 compliant vehicles and therefore 
cleaner vehicles, particularly in the United Kingdom, where 500 new units of Euro 6 vehicles were 
added. Only 3% of the linehaul fleet and 6% of the PUD fleet in European Union countries are below the 
Euro 4 standard.  
 
12 Own vehicles applied with telematics 
Telematics help drivers to improve fuel-efficient driving and therefore reduce CO2e emissions. 
Automated transmission of data from the vehicle to a fleet management system will reduce 
administrative handling and provide management information. 
 
  
 
TNT had set a medium-term target of telematics being applied to 50% of own vehicles, with the aim of 
reducing the company’s overall carbon footprint. This target continues to be met by International Europe 
and Unallocated.  
 
13 Own linehaul vehicles/trailers equipped with aerodynamic devices 
Aerodynamic devices such as spoilers and side-skirts installed on linehaul vehicles and trailers improve 
fuel efficiency by reducing drag and therefore reduce CO2e emissions.  
 
European emission standards for PUD vehicles
(in percentage of total PUD vehicles in European Union countries)
2015
2014
Vehicles complying w ith Euro 6
♦
16%
0%
Vehicles complying w ith Euro 5
♦
71%
73%
Vehicles complying w ith Euro 4
♦
7%
15%
Vehicles younger than 5 years (excluding Euro 4, 5 and 6)
♦
4%
3%
Vehicles older than 5 years
♦
2%
8%
European emission standards for linehaul vehicles
(in percentage of linehaul vehicles in European Union countries)
2015
2014
Vehicles complying w ith Euro 6
♦
40%
5%
Vehicles complying w ith Euro 5
♦
54%
65%
Vehicles complying w ith Euro 4
♦
2%
4%
Vehicles younger than 5 years (excluding Euro 4, 5 and 6)
♦
2%
16%
Vehicles older than 5 years
♦
1%
10%
Own vehicles applied with telematics 
(in percentage of total number of vehicles)
2015
2014
International Europe
53%
50%
International AMEA
13%
21%
Domestics
6%
3%
Unallocated
63%
55%
Total 
13%
12%

Statements 
Chapter 5 
 
 
 
 
 
147 
  
 
Linehaul vehicles and trailers equipped with aerodynamic devices are most common in Domestics and 
are even part of standard specifications for TNT UK. Currently, this technology is not commonly 
available in International AMEA. 
 
14 Global CO2e efficiency 
In 2015, TNT introduced a new CO2e efficiency indicator expressed in the number of grammes of CO2e 
that are emitted to transport one metric tonne (1,000 kg) of cargo over a distance of one kilometre (g 
CO2e/tonnes.km), in order to track the benefits of both route and load factor optimisation initiatives. In 
2015, the global CO2e efficiency KPI including both road and air, for own and subcontracted activities 
amounted to 490 g CO2e/tonnes.km, which will be used as the baseline to track progress on a year-on-
year basis. The CO2e efficiency indicator using the new methodology is not comparable with the CO2e 
efficiency figures of air transport. 
 
15 CO2e efficiency air transport 
 
 
The CO2e efficiency for TNT’s European Air Network improved due to the replacement of aircraft and 
growth in volumes. The new aircraft are relatively more fuel-efficient. The deterioration of the efficiency 
of long haul flights is related to a decrease in volumes, and therefore, a drop in cargo load factor. 
 
At the end of 2015, TNT operated 56 aircraft. Since 2010, TNT’s air operations have been included in 
the EU Emission Trading Scheme (EU ETS). The EU ETS aims to reduce GHG emissions by putting a 
price on carbon and includes all flights departing from and arriving at an airport in the European 
Economic Area (EEA), according to the updated European Union regulation, effective 16 April 2014.  
 
16 CO2e efficiency road transport 
Due to the ongoing developments to further improve its global CO2e efficiency metrics and break it down 
to the lower level of the organisation, TNT still used the previous efficiency indicator, expressed in CO2e 
per kilometre, for its own vehicles in 2015.   
 
CO2e efficiency - PUD vehicles 
The number of PUD vehicles decreased from 6,595 in 2014 to 6,436 in 2015. The reduction occurred 
mainly in Brazil. In total, 1.8% of TNT’s PUD vehicles are powered by alternative fuels. 
 
  
 
Overall CO2e efficiency deterioration of PUD vehicles is visible in every reportable segment. In 2015, 
TNT further optimised routes to increase PUD stop density and to reduce kilometres driven.    
 
Own linehaul vehicles/trailers equipped with aerodynamics
(in percentage of total number of linehaul vehicles/trailers)
2015
2014
International Europe
12%
8%
International AMEA
1%
1%
Domestics
66%
66%
Unallocated
15%
16%
Total 
57%
59%
CO2e efficiency air transport
GRI indicators: G4-EN15
(in g CO2e / tonnes.km)
2015
2014
Netw ork flights (European Air Netw ork + domestic)
♦
1,733
1,828
Long haul flights
♦
550
512
Figures with a (♦) fall within the reasonable assurance scope 
CO2e efficiency of PUD vehicles
GRI indicators: G4-EN15
(in g CO2e / km)
2015
2014
International Europe
♦
420
418
International AMEA
♦
454
423
Domestics
♦
643
632
Unallocated
♦
383
313
Total 
♦
564
549
Figures with a (♦) fall within the reasonable assurance scope

Statements 
Chapter 5 
 
 
 
 
 
148 
CO2e efficiency - Linehaul vehicles 
The number of linehaul vehicles decreased from 1,179 in 2014 to 1,026 in 2015. The reduction occurred 
mainly in Brazil.  
 
 
 
The CO2e efficiency improvement of linehaul vehicles is visible in International AMEA and Domestics. 
Similar to the PUD fleet, TNT further optimised its European Road Network improving load factors and 
reducing distances, resulting in a higher CO2e per kilometre ratio for Unallocated. 
 
17 Efficiency of buildings 
TNT uses different types of facilities around the world, including depots, road hubs, air hubs, and offices. 
TNT owns or leases approximately 2.7 million m2 of buildings. The CO2e efficiency and the energy 
efficiency metrics of buildings combine all types of energy consumed in buildings and cover electricity, 
gas, heating fuel and district heating. In 2015, the total energy use of TNT’s buildings was 208.2 million 
kWh of electricity, 6.6 million m3 of gas, 1.0 million litres of heating fuel and 0.07 million GJoules of 
district heating. 
 
 
 
TNT’s CO2e efficiency of buildings overall remained flat with an improvement in International AMEA, 
offset by a deterioration in International Europe.  
 
 
 
 
 
In 2015, 51% of electricity used was generated by sustainable sources, which resulted in 41 ktonnes of 
avoided net CO2e emissions (2014: 37). The overall increase in sustainable electricity used can 
primarily be attributed to an increase in Domestics, as well as International AMEA, due to the first 
sustainable electricity contracts with electricity providers.  
CO2e efficiency of linehaul vehicles
GRI indicators: G4-EN15
(in g CO2e / km)
2015
2014
International Europe
♦
703
684
International AMEA
♦
675
733
Domestics
♦
949
985
Unallocated
♦
868
835
Total 
♦
917
943
Figures with a (♦) fall within the reasonable assurance scope 
CO2e efficiency of buildings
GRI indicators: G4-EN15 & G4-EN16
(in kg CO2e / m2)
2015
2014
International Europe
♦
23.6
22.4
International AMEA
♦
62.9
65.1
Domestics
♦
16.6
16.2
Unallocated
♦
21.3
20.5
Total 
♦
23.0
22.8
Figures with a (♦) fall within the reasonable assurance scope 
Energy efficiency of buildings
GRI indicators: G4-EN15 & G4-EN16
(in M joules / m2)
2015
2014
International Europe
♦
478
466
International AMEA
♦
378
377
Domestics
♦
316
301
Unallocated
♦
554
529
Total 
♦
395
378
Figures with a (♦) fall within the reasonable assurance scope 
Sustainable electricity
GRI indicators: G4-EN3
(in percentage of total electricity)
2015
2014
International Europe
♦
52%
54%
International AMEA
♦
2%
0%
Domestics
♦
53%
50%
Unallocated
♦
75%
75%
Total 
♦
51%
48%
Figures with a (♦) fall within the reasonable assurance scope

Statements 
Chapter 5 
 
 
 
 
 
149 
ADDITIONAL NOTES  
 
NOTES TO THE SOCIAL AND ENGAGEMENT PERFORMANCE 
 
18 Employee engagement 
As part of Outlook, in September 2014, TNT launched a new brand identity highlighting TNT’s people 
and unique European Road Network. The new tagline, TNT - The People Network, reflects TNT’s 
culture and drive to develop strong relationships between employees and customers. Within The People 
Network framework, TNT aims to continue to nurture the Orange spirit and cultivate a strong sense of 
engagement with employees.  
 
In 2015, as part of The People Network initiative, two countries (Slovenia and Portugal) were awarded 
with a TNT ‘selfie truck’, which displayed the faces of more than 95% of the respective country’s 
employees. In addition, TNT launched several internal engagement programmes, such as: the ‘Extra 
Mile’, the ‘Rising Star’, and the ‘Good Morning’ photo competition. The customer campaign ‘Keep 
Scoring with TNT’, which included an online football game, also featured significant employee 
involvement.  
 
19 Diversity 
 
 
 
 
The balance between male and female employees employed at TNT remained stable in 2015. The 
percentage of male managers increased slightly by 1%.  
 
TNT supports various in-company networks aimed at increasing awareness of diversity, including TNT 
Pride (dedicated to lesbian, gay, bisexual and transgender employees) and TNT Linc (a network 
dedicated to the professional development of women in TNT through mentoring, learning and 
networking). 
 
  
 
The breakdown of workforce per contract type has been included in the monitoring and reporting tool 
since 2014, to ensure the collection of accurate and complete data.  
 
Gender profile
GRI indicators: G4-10
(in percentage of headcount)
2015
2014
2015
2014
International Europe
60%
63%
40%
37%
International AMEA
67%
67%
33%
33%
Domestics
79%
77%
21%
23%
Unallocated
80%
77%
20%
23%
Total 
72%
72%
28%
28%
nnnnnMale
nnnnnFemale
Gender profile of management
GRI indicators: G4-10
(in percentage of headcount of total management)
2015
2014
2015
2014
International Europe
67%
69%
33%
31%
International AMEA
65%
66%
35%
34%
Domestics
78%
75%
22%
25%
Unallocated
84%
83%
16%
17%
Total 
73%
72%
27%
28%
nnnnnMale
nnnnnFemale
Labour contracts 2015
GRI indicators: G4-10
Part-time
Full-time
International Europe
92%
8%
20%
80%
International AMEA
73%
27%
1%
99%
Domestics
96%
4%
15%
85%
Unallocated
93%
7%
26%
74%
Total
91%
9%
15%
85%
           Permanent contract 
Permanent 
contract
Temporary 
contract

Statements 
Chapter 5 
 
 
 
 
 
150 
20 Voluntary turnover 
 
 
In 2015, voluntary turnover decreased by 1%, indicating employees’ strong sense of engagement with 
TNT and its People Network. 
 
21 Learning and development 
The TNT Global Learning team develops and coordinates all corporate learning and development 
activities utilising dedicated development resources. Learning solution delivery is coordinated at a local 
level utilising own employees and external partners as appropriate. The team provides learning and 
development in both classroom and online mediums, to support the development of both functional and 
behavioural competencies that enhance business performance. Total number of training hours per FTE 
in 2015 was 16 (2014: 17). 
 
22 Customer satisfaction 
TNT aims to exceed customer expectations. Analysis shows that satisfied customers are more loyal 
than unsatisfied customers. Understanding the root causes of customers’ dissatisfaction and using their 
feedback helps TNT develop strategies to improve customer retention.  
 
TNT conducts a quarterly customer satisfaction survey. This approach of conducting regular surveys 
supports continuous improvement. In 2015, TNT received well over 40,000 completed surveys from 
customers across all customer segments. TNT measured customer satisfaction as the percentage of 
customers that rate TNT’s performance as ‘meeting or exceeding expectations’. This customer 
satisfaction score improved from 89.5 in 2014 to 90.8 in 2015. 
 
TNT also calculated a net customer satisfaction score, called the ‘Orange Experience Score’, by 
subtracting the percentage of customers that rate its performance as ‘below expectations’ from the 
percentage of customers that rate it as ‘exceeding expectations’. This score increased from 40 in 2014 
to 47 in 2015, showing that TNT's focus on service improvement is clearly recognised by TNT’s 
customers. 
 
Voluntary turnover
GRI indicators: G4-LA1
(in percentage of headcount)
2015
2014
International Europe
9%
8%
International AMEA
14%
16%
Domestics
8%
9%
Unallocated
6%
7%
Total 
9%
10%

Statements 
Chapter 5 
 
 
 
 
 
151 
OTHER INFORMATION 
 
Corporate Responsibility reporting and assurance scope 
Corporate Responsibility reporting criteria 
Corporate Responsibility (CR) data are prepared in accordance with the reporting criteria and guidelines 
of the core application level of the Global Reporting Initiative (GRI) G4 (refer to Annex 1). TNT is also a 
signatory of the United Nations Global Compact and therefore reports on its 10 principles. Key 
performance indicators (KPIs) are defined in Annex 2. KPIs are selected on the basis of interactive 
stakeholder dialogue and the issues relevant to TNT’s operations. 
 
CR data are gathered monthly via a monitoring and reporting system. All figures are based, accordingly, 
on the data provided by the reporting entities in TNT through the CR reporting and monitoring tool. 
Conversion factors are taken from internationally-acknowledged organisations and instruments such as 
the European Standard EN 16258, Intergovernmental Panel on Climate Change, the International 
Energy Agency and the Greenhouse Gas Protocol. 
 
Corporate Responsibility reporting scope 
In accordance with TNT’s policy on CR reporting, all companies acquired in any given year are required 
to report CR data as from the following year. TNT entities that are divested (full or partial sale as a result 
of which TNT no longer retains a controlling interest) are excluded from the CR reporting scope for the 
entire year in which the divestment took place, and comparative figures are adjusted to reflect such a 
divestment.  
 
The 2015 annual report does not include the CR data of joint ventures to be in line with the ICFR 
requirements. As a result the joint ventures TNT Swiss Post AG, TNT Express Luxembourg SA, PNG 
Air Charter Services Limited and X-Air Services NV/SA, are excluded from the CR figures. TNT does 
rely on a large number of subcontractors to perform its daily business. TNT reports on the road traffic 
fatal accidents of its subcontractors, as well as absolute subcontractor CO2e emissions (estimated).  
 
The 2015 CR data are based on the same scope as the 2014 CR data. Global Business Services (GBS) 
is excluded from the reported figures as they were sold in 2015. In 2015, TNT started its own business 
in Ukraine and the CR data is included in the annual report.  
 
Unless the reporting criteria require absolute figures to be disclosed, figures are presented in a relative 
way (using percentages and ratios) to allow readers to monitor and measure progress year-on-year. 
Figures related to absolute CO2e emissions are all extrapolated unless stated otherwise. Extrapolation 
for buildings-related indicators is done on the basis of square metres. Where applicable, the coverage is  
defined as the number of FTEs working in entities that report data, divided by the total number of FTEs. 
TNT has taken all reasonable steps to ensure that the CR information in the 2015 annual report is 
accurate. 
 
 
 
Corporate Responsibility assurance scope 
TNT has engaged PricewaterhouseCoopers Accountants N.V. to provide reasonable assurance on 
certain 2015 CR metrics (refer to the 2015 assurance report) and limited assurance on all other 2015 
CR metrics. All indicators related to reasonable assurance have been audited and are marked by a (♦). 
Reasonable assurance is obtained through audit work, while other elements of the report have been 
reviewed. Limited assurance (obtained through review work) does not require exhaustive gathering of 
GRI indicators: G4-10
(in number of FTE and headcount)
FTE
Headcount
FTE 
Headcount
International Europe
♦
12,638
14,008
13,464
14,952
International AMEA
♦
9,429
8,999
9,515
9,261
Domestics
♦
27,833
27,205
28,656
27,871
Unallocated
♦
5,649
5,987
4,953
5,342
Total in CR reporting scope
♦
55,549
56,199
56,588
57,426
Out of CR scope1
546
0
897
866
Total TNT
56,095
56,199
57,485
58,292
1M ainly excluding Global Business Services (GBS)
Figures with a (♦) fall within the reasonable assurance scope
Labour force CR reporting scope
nnnnn2015
nnnnn2014

Statements 
Chapter 5 
 
 
 
 
 
152 
evidence, and therefore provides a lower level of assurance than audit work. Refer to PwC’s assurance 
report on page 153. 
 
The assurance work is performed in accordance with the Assurance Standard 3810N ‘Assurance 
Engagements Relating to Sustainability Reports’ as drawn up by the professional body of Dutch 
Accountants (NBA).  
 
Audit work focuses on obtaining reasonable assurance, substantiated by sufficient supporting evidence. 
Limited assurance (obtained through review work) does not require exhaustive gathering of evidence 
and therefore provides a lower level of assurance than audit work. 
 
An internal control framework (ICCR) is applicable for CR reporting processes to capture and report 
reliable CR data.

Statements 
Chapter 5 
 
 
 
 
 
153 
INDEPENDENT ASSURANCE REPORT 
 
To: the Executive Board of TNT Express N.V. 
 
The Executive Board of TNT Express N.V. (‘TNT’), Amsterdam engaged us to provide assurance on 
certain information (‘corporate responsibility information’) in the Annual Report of TNT. We believe these 
procedures fulfil the rational objective as disclosed by TNT in the section ‘Corporate Responsibility 
reporting scope’ on page 151. 
 
Our engagement consisted of a combination of reasonable assurance (leading to an ‘opinion’) and 
limited assurance (leading to a ‘conclusion’) on the corporate responsibility information in chapter 3, 
chapter 5 section II, and the annexes of the 2015 Annual Report of TNT (referred to as: ‘corporate 
responsibility information sections’). 
 We performed reasonable assurance on data and tables included in the corporate responsibility 
information sections which are marked with a rhombus (♦).  
 We performed limited assurance on all other elements (not marked with a rhombus, (♦)) included in 
the corporate responsibility information sections. 
 
Our opinion 
Based on the procedures we have performed and the evidence we have obtained, in our opinion the 
data and tables marked with a rhombus (♦) included in the corporate responsibility information sections 
of the Annual Report of TNT for the year ended 31 December 2015 are, in all material respects, 
presented reliably and adequately, in accordance with the TNT reporting criteria. 
 
Our conclusion 
Based on the procedures we have performed and the evidence we have obtained, nothing has come to 
our attention that causes us to believe that the other elements (not marked with a rhombus, ♦) in the 
corporate responsibility information sections of the Annual Report of TNT for the year ended 31 
December 2015 do not provide a reliable and appropriate presentation of: 
 the policy of TNT concerning the sustainable development as mentioned in the corporate 
responsibility information sections; and 
 the activities, events and performance of TNT in accordance with the company’s reporting criteria. 
This opinion and conclusion are to be read in the context of the remainder of our report. 
 
The scope of our assurance 
We performed procedures and obtained evidence on the data and tables in the corporate responsibility 
information sections in chapter 3, sections I till IV, chapter 5, section II and the annexes of the 2015 
Annual Report of TNT. The corporate responsibility information consists of: 
 the policy of TNT  concerning the sustainable development for the year ended 31 December 2015; 
 the activities, events and performance of TNT concerning the sustainable development for the year 
ended 31 December 2015; and 
 the scoping of the corporate responsibility information, disclosed by management in the paragraph 
Corporate Responsibility reporting scope, on page 151.  
 
We have audited the corporate responsibility information marked with a rhombus (♦) included in the 
corporate responsibility information sections of the Annual Report of TNT for the year ended 31 
December 2015. 
 
We have reviewed the other elements (not marked with a rhombus, (♦)) in the corporate responsibility 
information sections included in the Annual Report for the year 2015 of TNT. 
 
Limited assurance, leading to the above mentioned conclusion, is substantially less in scope than 
reasonable assurance in relation to both the risk assessment procedures, including an understanding of 
internal control, and the procedures performed in response to the assessed risks. 
 
Reasonable assurance, leading to the above-mentioned opinion, is expressed on the data and tables 
marked with a rhombus (♦).

Statements 
Chapter 5 
 
 
 
 
 
154 
The basis for our opinion and conclusion 
Professional and ethical standards applied 
We conducted our assurance engagement in accordance with Dutch law, including Standard 3810N 
‘Assurance engagements relating to sustainability reports’ (hereafter ‘Standard 3810N’). Our 
responsibilities under this standard are further described in the “Our responsibilities” section of this 
report. 
 
We are independent of TNT in accordance with the “Verordening inzake de onafhankelijkheid van 
accountants by assurance-opdrachten” (ViO) and other relevant independence requirements in the 
Netherlands. Furthermore we have complied with the “Verordening gedrags- en beroepsregels 
accountants” (VGBA) and other relevant regulations. 
 
Limitations in our scope 
The corporate responsibility information sections contain prospective information, such as ambitions, 
strategy, targets, expectations and projections. Inherent to this information is that actual future results 
may be different from the prospective information and therefore it may be uncertain. We do not provide 
any assurance on the assumptions and feasibility of this prospective information. 
 
The auditor is not expected to, and cannot, reduce audit risk to zero and cannot therefore obtain 
absolute assurance that the corporate responsibility information is free from material misstatement due 
to fraud or error. This is because there are inherent limitations of an assurance engagement, which 
result in most of the audit evidence on which the auditor bases the auditor’s opinion being persuasive 
rather than conclusive. 
 
Reporting criteria  
TNT developed its corporate responsibility reporting criteria on the basis of the G4 Guidelines of the 
Global Reporting Initiative (GRI), which are disclosed on pages 160-163, together with detailed 
information on the reporting scope on page 151. We consider the corporate responsibility reporting 
criteria to be relevant and appropriate for our examination. 
 
Understanding reporting and measurement methodologies 
The information in the scope of this engagement needs to be read and understood together with the 
reporting criteria, for which the Company is solely responsible for selecting and applying. The absence 
of a significant body of established practice on which to draw, to evaluate and measure non-financial 
information allows for different, but acceptable, measurement techniques and can affect comparability 
between entities and over time.  
 
Our assurance approach 
Materiality 
TNT developed its corporate responsibility reporting criteria on the basis of the G4 Guidelines of the 
Global Reporting Initiative (GRI), which are disclosed on pages 160-163, together with detailed 
information on the reporting scope on page 151. We consider the corporate responsibility reporting 
criteria to be relevant and appropriate for our examination. 
 
Work done 
We are required to plan and perform our work in order to consider the risk of material misstatement of 
the responsibility reporting sections. 
 
Our work is carried out by an independent and multi-disciplinary team (which is part of the group audit 
engagement team) with experience in corporate responsibility reporting and assurance and was 
performed at the head office in Amsterdam and during conducted visits to the significant group entities. 
Our main procedures included the following: 
 performing an external environment analysis and obtaining an understanding of the relevant social 
issues, relevant laws and regulations and the characteristics of the organisation; 
 evaluating the acceptability of the reporting policies and consistent application of this, such as 
assessment of the outcomes of the stakeholder dialogue and the process for determining the 
material subjects, the reasonableness of estimates made by management, as well as evaluating the 
overall presentation of the corporate responsibility information;

Statements 
Chapter 5 
 
 
 
 
 
155 
 evaluating the design and implementation and testing the operating effectiveness of the systems and 
processes for data gathering and processing of information as presented in the Report; 
 interviewing management and relevant staff at corporate and country level responsible for the 
corporate responsibility strategy and policies; 
 interviewing relevant staff responsible for providing the corporate responsibility information, carrying 
out internal control procedures on the data and the consolidation of the data in the corporate 
responsibility information sections; 
 evaluating the work performed by Internal Audit on selected corporate responsibility information 
including their visits to the entities in the United Arab Emirates and United States. The purpose of 
these visits was to evaluate and test the source data and to evaluate the design and implementation 
of and to test the controls and validation procedures at local level; 
 investigating internal and external documentation, in addition to interviews, to determine whether the 
information in the corporate responsibility information sections is adequately substantiated; 
 analytical review of the data and trend explanations submitted for consolidation at group level; 
 assessing the consistency of the corporate responsibility information and the information in the 2015 
Annual Report not in scope for this Assurance Report; and 
 assessing whether the corporate responsibility information has been prepared ‘in accordance’ with 
the Sustainability Reporting Guidelines version G4 of GRI. 
  
In addition to the procedures mentioned above, for the data and tables, as included in the responsibility 
reporting chapters and marked with a rhombus (♦) we performed the following: 
 assessing the systems and processes for data gathering, including testing the design, existence and 
the effectiveness of the relevant internal controls during the reporting year; 
 conducting analytical procedures and substantive testing procedures on the relevant data; 
 assessing the processing of other information, such as the aggregation process of data to the 
information as presented in the corporate responsibility information; and 
 corroborating internal and external documentation to determine whether the corporate responsibility 
information is substantiated adequately. 
 
Responsibilities 
The Executive Board’s responsibilities 
The Executive Board of TNT is responsible for the preparation of the responsibility reporting sections in 
accordance with the company’s reporting criteria, including the identification of the stakeholders and the 
determination of material subjects. Furthermore, the Executive Board is responsible for such internal 
control necessary to enable the preparation of the corporate responsibility information sections, that is 
free from material misstatement, whether due to fraud or error. 
 
Our responsibilities 
 Based on our assurance engagement in accordance with Standard 3810N, our responsibility is to: 
 express an opinion on the data and tables, as included in the  corporate responsibility information 
sections and marked with a rhombus (♦); and 
 express a conclusion on all other information (not marked with a rhombus, (♦)) in the corporate 
responsibility information sections.  
 
This requires that we comply with ethical requirements and that we plan and perform our work to obtain 
reasonable and limited assurance about whether the report is free from material misstatement. 
 
The procedures selected depend on the auditor’s judgment, including the assessment of the risks of 
material misstatement of the corporate responsibility information sections, whether due to fraud or error. 
In making those risk assessments, the auditor considers internal control relevant for the preparation of 
the corporate responsibility information sections in order to design procedures that are appropriate in the 
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s 
internal control. An assurance engagement aimed on providing limited and reasonable assurance also 
includes evaluating the appropriateness of the reporting framework used and the reasonableness of 
estimates made by management as well as evaluating the overall presentation of the corporate 
responsibility information sections. 
 
Amsterdam, 16 February 2016 
PricewaterhouseCoopers Accountants N.V. 
 
Original has been signed by  
drs. R. Dekkers RA

TNT Express Annual Report 2011 
Introduction and Key Figures 
156 
 
 
CHAPTER 6 INVESTOR RELATIONS AND SHARE PRICE 
PERFORMANCE 
 
I.  INTERACTING WITH THE CAPITAL MARKETS 
157 
II.  OUTSTANDING SHARES 
157 
III. SHARE PRICE PERFORMANCE 
157 
IV. DIVIDEND 
158 
V.  MAJOR SHAREHOLDERS 
158 
VI.  CREDIT RATING 
158

Investor relations and share price performance 
Chapter 6 
 
 
 
 
 
157
I. INTERACTING WITH THE CAPITAL MARKETS 
 
Contact with the investment community is dealt with by the members of the Executive Board, TNT’s 
investor relations professionals and, much less frequently, by the chairman of the Supervisory Board 
and TNT employees specifically mandated by the Executive Board. The CFO has the principal 
responsibility for investor relations. The Investor Relations department ensures timely, consistent and 
accurate disclosure of information to the financial community, and arranges the contacts between the 
Executive Board and the investment community. 
 
The Executive Board provides explanations on quarterly results either via group meetings or 
teleconferences, accessible by telephone and the internet. Meetings with institutional investors are also 
held to ensure that the investment community receives a balanced and complete view of TNT’s 
performance and the issues and opportunities the business is facing. In addition, TNT communicates 
with the financial community through press releases, the annual report, general meetings and its 
corporate website (www.tnt.com/corporate).  
 
TNT’s policy is to provide the financial community with equal and simultaneous information about 
matters that may be price sensitive. TNT does not compromise the independence of analysts in relation 
to the company and vice versa. Analysts’ reports and valuations are not assessed, commented upon or 
corrected, other than to highlight factual mistakes. TNT does not pay any fees to parties conducting 
research for analysts’ reports, or for the production or publication of analysts’ reports, with the exception 
of credit rating agencies.  
 
In 2015, TNT maintained a close dialogue with the capital markets through: 
– Quarterly results presentations and teleconferences 
– Day-to-day contacts via the Investor Relations department 
– Road show meetings after results releases 
– Ad hoc meetings with individual investors 
– The Annual General Meeting of Shareholders  
– The investor relations page on TNT’s corporate website (www.tnt.com/corporate)  
 
II. OUTSTANDING SHARES 
 
As per 31 December 2015, TNT had 548,898,900 ordinary shares outstanding. The ordinary 
unregistered shares of TNT Express N.V. are listed on Euronext Amsterdam (ticker symbol: TNTE; ISIN 
common share: NL0009739424) and included in the AEX index. The AEX index consists of a maximum 
of 25 of the top companies in the Netherlands, ranked on the basis of turnover and free-float-adjusted 
market capitalisation.  
 
TNT Express N.V. also sponsors a level 1 American Depository Receipts (ADR) programme (ticker 
symbol: TNTEY; CUSIP 87262N109). 
 
III. SHARE PRICE PERFORMANCE 
 
 
 
TNT’s share price increased by 41% over 2015.  
 
Share price performance (ticker symbol: TNTE)
Share price (€)
High
€ 7.81
Low
€ 5.20
Close
€ 7.79
Average number of shares in issue in 2015
548,649,122

Investor relations and share price performance 
Chapter 6 
 
 
 
 
 
158
TNT’s share price performance 2015 (rebased to 100)5 
70
80
90
100
110
120
130
140
150
Deutsche Post
TNT 
FedEx
UPS
 
IV. DIVIDEND  
 
POLICY  
 
TNT aims to meet shareholders’ return requirements in the long term through growth in the value of the 
company and in the short term through dividend distribution of around 40% of normalised income. 
Following Settlement Date, this policy may be discontinued as any dividend or distribution made in 
respect of shares after the Settlement Date will be deducted for the purpose of establishing the value 
per share in any statutory merger or other restructuring. 
 
DIVIDEND PAYMENTS 
 
Pending the intended acquisition by FedEx, TNT refrained from distributing a 2015 interim (pro forma) 
dividend, and will not pay a final dividend over 2015. 
 
V. MAJOR SHAREHOLDERS 
 
Pursuant to the Dutch Financial Markets Supervision Act (‘Wet op het financieel toezicht’), shareholders 
must disclose substantial percentage holdings in capital and/or voting rights in the company when such 
holdings reach, exceed or fall below: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 
95%. Such disclosure must be made to the Dutch Authority for the Financial Markets (‘AFM’) without 
delay. The company is notified by the AFM. 
 
The register of AFM disclosed that as per 31 December 2015: UBS Group AG; Pentwater Capital 
Management LP; Blackrock Inc.; Tweedy, Browne Company LLC; Artisan Investments LLC; Post NL 
N.V.; Her Majesty the Queen in right of Alberta; and B. Rosenstein have a substantial percentage 
holding in TNT Express N.V. exceeding 3%.  
 
VI. CREDIT RATING  
 
Management seeks to optimise the cost of capital while preserving the company’s financial stability and 
flexibility. TNT’s targeted credit ratings are BBB+ by S&P and Baa1 by Moody’s. Per January 2016 the 
credit ratings assigned to TNT were BBB (Stable) by S&P and Baa2 (Stable) by Moody’s. 
 
Financial calendar for 2016
16 February
Publication of 4Q15 and full-year results
06 April
Annual General Meeting of Shareholders
25 April
Publication of 1Q16 results
25 July
Publication of 2Q16 and half-year results
24 October
Publication of 3Q16 results
 
                                                           
5Source: Thomson Reuters

Annexes 
 
 
 
 
159 
 
ANNEXES 
 
ANNEX 1 GLOBAL COMPACT AND GRI G4 INDEX 
160 
ANNEX 2 GLOSSARY  
164

Annexes 
 
 
 
 
 
160 
ANNEX 1 GLOBAL COMPACT AND GRI G4 INDEX  
 
GLOBAL COMPACT 
Mr Gunning, CEO of TNT, confirms continued support to the Global Compact, and as a signatory, TNT 
is committed to all of the 10 principles regarding human rights, labour, environment and anti-corruption. 
 
1
2
3
4
5
6
7
8
9
10
Businesses should work against corruption in all its forms.
Businesses should uphold the elimination of all forms of forced and compulsory labour.
Businesses should uphold the effective abolition of child labour.
Businesses should uphold the elimination of discrimination in respect of employment and occupation.
Environment
Anti-Corruption
Businesses should support a precautionary approach to environmental challenges.
Businesses should undertake initiatives to promote greater environmental responsibility.
Businesses should encourage the development and diffusion of environmentally friendly technologies.
Businesses should uphold the freedom of association and the effective recognition of the right to collective 
bargaining.
Businesses should support and respect the protection of internationally proclaimed Human Rights.
Human Rights
Labour
Businesses should make sure that they are not complicit in Human Rights abuses.
 
 
GRI G4 INDEX 
This GRI Index table is based on the G4 guidelines of the Global Reporting Initiative (GRI). This index is 
in accordance with the Core criteria of GRI G4. 
 
G4 
General standard disclosure 
Page number/response 
External assurance 
Strategy and analysis 
  
  
G4-1 
CEO statement 
Letter to stakeholders, p.2 
Chapter 1, p. 8; Executive Board compliance 
statement 
Chapter 4, p. 30; Message from the chairman 
No 
Organisational profile 
  
  
G4-3 
Name of the reporting organisation p. 0; Introduction 
Yes 
G4-4 
Products and services 
Chapter 2, p. 13; General market and business 
profile 
No 
G4-5 
Location headquarters 
Chapter 2, p. 13; General market and business 
profile 
Yes 
G4-6 
Countries of operation 
Chapter 2, p. 13-18; Business performance 
Chapter 5, p. 151-152; CR reporting and 
assurance scope 
Yes 
G4-7 
Legal form of organisation 
p. 0; Introduction 
Yes 
G4-8 
Markets served 
Chapter 2, p. 13-18; Business performance 
No 
G4-9 
Scale of organisation 
Chapter 2, p. 13-18; Business Performance 
Chapter 5, p. 151; Labour force CR reporting 
scope 
Yes 
G4-10 
Workforce breakdown 
 
Chapter 5, p. 93; Labour force  
Chapter 5, p. 149; Labour contracts 2015 
Chapter 5, p. 151; Labour force CR reporting 
scope 
Yes 
G4-11 
Collective bargaining agreements In 2015, 69% of the employees is covered by 
collective bargaining agreements. 
Yes 
G4-12 
Organisation’s supply chain 
Chapter 2, p. 13; General market and business 
profile 
No

Annexes 
 
 
 
 
 
161 
G4 
General standard disclosure 
Page number/response 
External assurance 
 
 
 
 
G4-13 
Significant changes in size, 
structure, ownership or supply 
chain 
Chapter 2, p. 13-18; Business performance 
Chapter 6, p. 157-158; Investor relations and 
share price performance 
Partially 
G4-14 
Precautionary approach 
Chapter 4, p. 55-60; Risk management 
No 
G4-15 
External charters, principles or 
initiatives 
Chapter 3, p. 26; Supply chain and innovation 
platforms  
Annex 1, p. 160-163; Global Compact and GRI 
G4 
Yes 
G4-16 
Memberships of associations 
Chapter 3, p. 26; Supply chain and innovation 
platforms  
Annex 1, p. 160-163; Global Compact and GRI 
G4 
Yes 
Identified material aspects and boundaries 
 
G4-17 
Reporting scope 
Chapter 5, p. 151-152; CR reporting scope 
Chapter 5, p. 68; Changes in accounting 
policies and disclosures 
Yes 
G4-18 
Content defining process of the 
annual report 
Chapter 3, p. 20-21; Materiality assessment 
Previous annual reports, the CR multi-
stakeholder survey, feedback from 
benchmarks and management insights are the 
basis of defining the 2015 annual report 
content. Materiality and impact of the aspects 
are taken into account for the final selection. 
Yes 
G4-19 
Identified material aspects 
Chapter 3, p. 20-21; Materiality assessment 
 
Yes 
G4-20 
Aspect boundary per material 
aspect within the organisation 
Chapter 3, p. 20-21; Materiality assessment 
Health and safety and environment are given 
priority on TNT’s strategic agenda. The health 
and safety aspect is material within the 
organisation to ensure a safe working 
environment for the employees, agency 
workers and subcontractors. In addition the 
labour aspect is also important as TNT exists 
by the commitment of its people.  
Yes 
G4-21 
Aspect boundary per material 
aspect outside the organisation 
Chapter 3, p. 20-21; Materiality assessment 
Health, safety and environment are given 
priority on TNT’s strategic agenda. The health 
and safety aspect is material outside the 
organisation due to the emissions (PM10, NOx 
and CO, as included in euro norms) of 
transport activities that have impact on the 
health of people. The activities on the road can 
also have a safety impact on third parties in 
case of road traffic accidents (see Chapter 5, 
p. 141-143; note 5-8).  
The environmental aspect (emissions) is 
material outside the organisation due to the 
impact of the transport activities with respect to 
CO2e emissions and the related climate 
change. Human rights is material in relation to 
subcontractors. The aspects training, labour, 
and customer satisfaction are material within 
the boundaries of the organisation because  
these aspects mainly have an impact on TNT’s 
employees and the economic performance of 
the organisation. 
Yes 
G4-22 
Restatements 
Chapter 5, p. 151-152; CR reporting and 
assurance scope 
Yes 
G4-23 
Significant changes in scope and 
aspect boundaries 
Chapter 5, p. 151-152; CR reporting and 
assurance scope 
Yes 
Stakeholder engagement 
 
 
G4-24 
Stakeholder groups 
Chapter 3, p. 20-21; Materiality assessment 
Yes

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162 
G4 
General standard disclosure 
Page number/response 
External assurance 
G4-25 
Basis for identification of 
stakeholder groups 
Chapter 3, p. 20-21; Materiality assessment 
The identified stakeholder groups are annually 
evaluated and it is concluded that these 
groups are most relevant with the highest 
impact to TNT. 
Yes 
G4-26 
Approach to stakeholder 
engagement 
Chapter 3, p. 20-21; Materiality assessment 
Yes 
G4-27 
Key topics and concerns raised by 
stakeholders 
Chapter 3, p. 20-21; Materiality assessment 
Yes 
Report profile 
  
  
G4-28 
Reporting period 
p. 0; Introduction 
Yes 
G4-29 
Date of previous report 
p. 0; Introduction 
Yes 
G4-30 
Reporting cycle 
p. 0; Introduction 
Yes 
G4-31 
Contact point for questions 
regarding the report 
p. 0; Introduction 
Yes 
G4-32 
The ‘in accordance’ option 
Chapter 3, p. 20-21; Materiality assessment 
Yes 
G4-33 
External assurance 
Chapter 5, p. 126-134 and 153-155 
Partially 
Governance 
  
  
G4-34 
Governance structure 
Chapter 4, p. 37-48; Governance structure 
Yes 
Ethics and integrity 
  
  
G4-56 
Organisation’s values, principles, 
standards and norms of behaviour 
Chapter 4, p. 45; Business ethics 
Partially 
  
  
  
  
G4 
Specific standard disclosure 
Page number/response 
External assurance 
Economic 
  
  
Disclosure on Management Approach 
Chapter 1, p. 3-7; Report of the Executive 
Board 
 
G4-EC1 
Direct economic value 
Chapter 1, p. 3; Financial highlights 
Chapter 5, p. 63-120; Consolidated financial 
statements 
Yes 
G4-EC2 
Financial implications, risks and 
opportunities due to climate 
change 
Chapter 4, p. 55-60; Risk management 
No 
G4-EC7 
Indirect economic impacts 
Chapter 5, p. 141-143  and 144-148; Notes to 
the health and safety performance;  Notes to 
the environmental performance 
Yes 
Environmental 
  
  
Disclosure on Management Approach 
Chapter 3, p. 24-27; Environment 
 
G4-EN3 
Energy consumption within the 
organisation 
Chapter 5, p. 144-148; Notes to the 
environmental performance 
Yes 
G4-EN4 
Energy consumption outside the 
organisation 
Chapter 5, p. 144-148; Notes to the 
environmental performance 
Yes 
G4-EN5 
Energy intensity 
Chapter 5, p. 144-148; Notes to the 
environmental performance 
Yes 
G4-EN15 Direct GHG emissions (Scope 1) Chapter 5, p. 144-148; Notes to the 
environmental performance 
Yes 
G4-EN16 Energy indirect GHG emissions 
(Scope 2) 
Chapter 5, p. 144-148; Notes to the 
environmental performance 
Yes 
G4-EN17 Other indirect GHG emissions 
(Scope 3) 
Chapter 5, p. 144-148; Notes to the 
environmental performance 
Yes 
G4-EN18 GHG emissions intensity 
Chapter 5, p. 144-148; Notes to the 
environmental performance 
Yes

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163 
G4 
General standard disclosure 
Page number/response 
External assurance 
Social 
  
  
 
Disclosure on Management Approach 
Chapter 3, p. 22-24; Health and safety 
Chapter 5, p. 149-150; Notes to the social and 
engagement performance 
 
G4-LA1 
Employee turnover 
Chapter 5, p. 149; note 19  
The breakdown in age is not included in this 
annual report because it is not centrally 
available yet. 
Yes 
G4-LA6 
Accidents and absenteeism 
Chapter 5, p. 141-143; Notes to the health and 
safety performance 
Yes 
G4-LA9 
Training 
Chapter 5, p. 150; note 21  
Chapter 5, p. 145; note 10; Own drivers 
trained in eco-training 
Yes 
G4-HR12 Human rights 
Chapter 3, p. 28; Human rights 
Yes 
G4-SO8 
Compliance 
Chapter 1, p. 3-7; Report of the Executive 
Board 
Chapter 2, p. 13-18; Business Performance 
Yes 
G4-PR5 
Customer satisfaction 
Chapter 5, p. 150; note 22 
Yes

Annexes 
 
 
 
 
 
164 
ANNEX 2 GLOSSARY  
 
Acceptance Period 
The period during which shareholders can tender their shares to the offeror, which began at 9:00 hours 
CET, (3:00 hours New York time) on 24 August 2015 and ends, subject to extension in accordance with 
article 15 of the Decree or after receiving dispensation from the AFM for a further extension in 
accordance with Article 5:81 paragraph 3 DFSA, on the acceptance closing time. Refer to the corporate 
website of TNT (www.tnt.com/corporate) for more information. 
 
Adjusted operating income 
Adjusted operating income is calculated as operating income after adjusting for one-offs and is prepared 
by management to analyse the results, excluding non-recurring items for a better understanding of the 
business performance. The presentation and disclosure of adjusted operating income does not conform 
to IFRS. 
 
Aerodynamics 
Aerodynamics stand for technology which enables tractor-trailer truck to improve fuel efficiency through 
a drag reduction, with a seamless impact on either the operational utility of the trailers or the 
maintenance procedures.  
 
Air cargo sales 
An airport-to-airport air cargo transportation service. 
 
Absenteeism 
Total hours absent versus standard working hours. 
 
ADRs 
TNT has a sponsored level 1 American Depository Receipts (ADR) programme. The ADRs trade in the 
over-the-counter marketplace (ticker symbol: TNTEY; CUSIP US87262N1090). An ADR is a negotiable 
certificate issued by a U.S. bank representing a specified number of shares (or one share) in a foreign 
stock that is traded on a U.S. exchange.  
 
Alternative fuels 
Vehicles that are powered by alternative fuels are: biofuel vehicles, CNG (compressed natural gas 
vehicles, hybrid vehicles and electric vehicles.  
 
Carbon Disclosure Project 
The Carbon Disclosure Project is an independent not-for-profit organisation working to drive greenhouse 
gas emissions reduction and sustainable water use by business and cities. Refer to www.cdproject.net 
for more information. 
 
Carbon dioxide emissions 
Carbon dioxide emissions relate to the gas formed during the combustion of fossil fuel. Carbon dioxide 
(CO2) is referred to as a greenhouse gas. 
 
Civil society 
As part of the stakeholder dialogue, the civil society cluster includes academic and research institutes, 
financial and investment service organisations, government agencies, industry associations and 
international organisations, NGOs and trade unions. 
 
Climate change risks 
Risks (and opportunities) posed by climate change that have the potential to generate substantive 
changes in operations, revenue or expenditure for the organisation. Changes in the climate system and 
weather patterns resulting in more frequent and intense storms, changes in sea level, temperature and 
water availability, but also impact on workforce due to health effects or the need to relocate operations. 
 
CO2 efficiency 
CO2 efficiency expresses the efficiency of TNT’s business in terms of CO2 emissions, i.e. the CO2 
emitted per service provided, per letter or parcel delivered. 
 
CO2e (Carbon dioxide equivalent) 
The radiation effect of all greenhouse gases (carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), 
hydrofluorocarbons (HFC5), perfluorocarbons (PFC5) and sulphur hexafluoride (SF6)) expressed as a 
concentration of carbon dioxide. 
 
CO2-neutral 
Carbon-neutral is where the net CO2 equivalent emissions from activities are zero.

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165 
Corporate governance 
The OECD (refer to reference below in this glossary) defines corporate governance as the system by 
which corporations are directed and controlled. The corporate governance structure specifies the 
distribution of rights and responsibilities among different participants such as the board, managers, 
shareholders and other stakeholders, and defines the rules and procedures for making decisions. In 
doing so, it also provides the structure through which company objectives are set, the means of attaining 
those objectives and monitoring performance. 
 
Corporate responsibility 
Corporate responsibility is the umbrella term for the obligation a company has in considering the social 
(corporate social responsibility) and environmental (sustainability) impact of its activities and to go 
beyond this obligation in the treatment of economic, environmental and social activities to sustain its 
operations, financial performance and ultimately its reputation. 
 
CR Materiality Matrix 
The Corporate Responsibility (CR) Materiality Matrix reflects the importance and materiality of CR areas 
to stakeholders and to TNT. These areas are categorized in three dimensions: social, environmental 
and economic. 
 
Customer privacy 
Substantiated complaints regarding breaches of customer privacy and losses of customer data. 
 
Customer satisfaction score 
An annual worldwide customer satisfaction survey is conducted by TNT to measure customer 
satisfaction with all customers across all customer segments. TNT measures customer satisfaction as 
the percentage of customers that rate TNT’s performance as ‘meeting or exceeding expectations’.  
 
Depot 
This is the location where transport vehicles load and unload goods, either from collections or for 
deliveries. In addition to serving as operational platforms, TNT’s depots also include Sales, Marketing, 
Finance & Accounting, Customer Service and IT departments.  
 
Enhanced liability option 
In a number of countries, TNT offers enhanced carrier liability on all express and economy express non-
document consignments up to a maximum value of €25,000 or the declared invoice value of your goods, 
whichever is the lower. 
 
Employment 
As defined by GRI this reflects employee diversity with respect to gender, age group, employee 
turnover, new employee hires, full time and part time employees including benefit differences, parental 
leave, etc.  
 
EU ETS 
The EU emissions trading system (EU ETS) is the cornerstone of the European Union's policy to combat 
climate change and aims at reducing greenhouse gas emissions by putting a price on carbon. TNT 
complies with EU ETS through a monitoring plan on TNT’s emissions and tonnes.kilometre data which 
is verified by an independent and accredited verifier.  
 
European Economic Area (EEA) 
The EEA includes all 28 European Union member states including Iceland, Norway and Liechtenstein. 
 
European emission standards 
Euro 4, Euro 5 and Euro 6 are mandatory European emission standards (EU directives) applicable to 
new road vehicles sold in the European Union that define levels of vehicular emissions like particular 
matters (PM), nitrogen oxides (NOx) and carbon monoxide (CO). 
 
European Air Network  
The European Air Network are all the destinations served by short haul aircraft, including onward 
connecting feeder flights. 
 
European Road Network 
TNT’s European Road Network manages the international road linehaul connections of TNT. The 
headquarters is in Duiven (The Netherlands), where the international road hub is situated.

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166 
European Union 
The European Union consists of the following countries: Austria, Belgium, Bulgaria, Croatia, Cyprus, 
Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, 
Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, 
Sweden and the United Kingdom. 
 
EVCA 
European Private Equity and Venture Capital Association. Refer to www.evca.eu for more information.  
 
Extra Mile 
Extra Mile is an employee recognition programme showcasing the outstanding things colleagues do 
every day to contribute to achieving TNT’s strategic goals. 
 
FedEx Offer 
The recommended public all-cash offer by FedEx Acquisition B.V. (the offeror), a wholly-owned indirect 
subsidiary of FedEx Corporation (FedEx), to all holders of issued and outstanding ordinary shares with a 
nominal value of EUR 0.08 (eight eurocents) each including all American depositary shares representing 
ordinary shares (each, an ADS), each ADS representing one ordinary share, in the share capital of TNT 
Express N.V. to purchase for cash their shares on the terms and subject to the conditions and 
restrictions set forth in the Offer Memorandum. Refer to the corporate website of TNT 
(www.tnt.com/corporate) for more information. 
 
Full time equivalents (FTEs) 
FTEs are the total number of hours worked by the headcount divided by the local number of contract 
hours (for example: 40 p/w or 196 p/m). 
 
Gateway 
A gateway is a specific dedicated hub that forms the link between TNT’s air and road operations. Its 
activities include consolidating or separating shipments, but it does not have a full sorting activity. The 
gateway is often the international entry and exit point for a country.  
 
Global Business Services (GBS) 
GBS is a dedicated and centralised unit of TNT, that identifies, develops and implements shared-service 
centre solutions, to reduce costs by consolidating and standardising administrative and transactional 
processes (Finance, HR, Procurement, Data Management and Commercial/Operational Back Office) 
into one or more shared-service centres. 
 
Global Network Operations (GNO) 
The GNO is responsible for the planning and execution of the TNT worldwide international Network, and 
is functionally responsible for all operations. 
 
Global Strategic Accounts Organisation (GSO) 
The GSO centrally manages and coordinates all TNT’s global accounts to ensure that TNT provides 
those customers with service of the highest quality.  
 
Global Reporting Initiative (GRI) 
The GRI is a multi-stakeholder process and independent institution whose mission is to develop and 
disseminate globally-applicable sustainability reporting guidelines for voluntary use by organisations that 
report on the economic, environmental and social dimensions of their business. The GRI incorporates 
participation of business, accountancy, investment, environmental, human rights and research and 
labour organisations from around the world. Starting in 1997, the GRI gained independence in 2002, is 
an official collaborating centre of the United Nations Environment Programme, and works with the 
United Nations Global Compact. Refer to www.globalreporting.org for more information. 
 
Greenhouse Gas Protocol 
The Greenhouse Gas Protocol Initiative (GHG Protocol) was established in 1998 to develop 
internationally-accepted accounting and reporting standards for greenhouse gas emissions from 
companies. 
 
Headcount 
Headcount is the number of own employees on the payroll in active duty working for fully-consolidated 
companies. 
 
Hub 
A hub is a nodal point in a network, connecting multiple locations together to ensure optimum 
connectivity. TNT’s hubs include: central hubs (Liège and Duiven), road transit hubs, air hubs, global

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167 
transit hubs, country hubs and gateways. Many hubs are characterised by their sorting activity, which 
handles shipments from many inbound sectors to a number of outbound sectors. 
 
Integration Committee 
The integration of FedEx and TNT will be the responsibility of FedEx and the Supervisory and Executive 
Boards of TNT. In order to facilitate such integration, an integration committee will be established as of 
the Settlement Date consisting of 4 (four) members, 2 (two) of which will be Mr Gunning and Mr De 
Vries (and if any such executive resigns, he or she will be replaced by another executive of TNT) and 
the other 2 (two) will be FedEx representatives (Mr Cunningham and Mr Henning) (and if any 
representative resigns, he or she will be replaced by another representative of FedEx) (the ‘Integration 
Committee’) for a minimum period of at least 2 (two) years after the Settlement Date. The chairman of 
the Integration Committee will be a FedEx representative and will have a casting vote. The Integration 
Committee will determine an integration plan and submit it to FedEx and the Supervisory and Executive 
Boards of TNT, monitor its implementation, and do all things necessary to assist and optimise the 
integration of FedEx and TNT. 
 
Internal promotion 
The number of TNT employees appointed to vacancies in management positions at the end of a 
reporting period. This refers to the number of actual appointments, not the number of FTE positions. 
 
International Organization for Standardization (ISO) 
The ISO is a network of national standards institutes from 146 countries working in partnership with 
international organisations, governments, industry, business and consumer representatives. The ISO is 
the source of ISO 9000 standards for quality management, ISO 14000 standards for environmental 
management and other international standards for business, government and society. Refer to 
www.iso.org for further information. 
 
Investors in People (IiP) 
Developed in 1990 by a partnership of leading businesses and national organisations, Investors in 
People helps organisations to improve performance and realise objectives through the management and 
development of their staff. Refer to www.investorsinpeople.co.uk for further information. 
 
ISO 9001 (quality management) 
The ISO 9000 standards cover an organisation’s practices in fulfilling customers’ quality requirements 
and applicable regulatory requirements while aiming to enhance customer satisfaction and achieve 
continual improvement of its performance in pursuit of these objectives. 
 
ISO 14001 (environmental management) 
The ISO 14001 standard is an international standard for controlling environmental aspects and 
improving environmental performance, minimising harmful effects on the environment and achieving 
continual improvements in environmental performance. 
 
Key Performance Indicators (KPIs) 
KPIs are measurements that focus on achieving outcomes critical to the current and future success of 
an organisation. These indicators should deal with matters that are linked to the organisation’s mission 
and vision, and are quantified and influenced where possible. 
 
Less than Truck Load (LTL) 
LTL carriers collect and consolidate freight from various senders onto enclosed trailers for linehaul to the 
delivering depot or to a hub/gateway. 
 
Linehaul 
In the transport industry, linehaul refers to the road transport movements between hubs.  
 
Lost-time accident (LTA) 
For the purpose of CR reporting, LTAs are defined as the number of employees that are absent from 
work as a result of a work related accident for at least one day in the reporting period, excluding the day 
that the accident occurred. 
 
Lost-time injury rate (LTIR) 
Lost-time injuries are defined as occurrences that result in a fatality, disability or time lost from work of 
one day or more. The lost-time injury rate shows the number of lost time injuries per 200,000 man hours 
worked. Therefore, this number gives a picture of how save the workplace is for its workers.

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168 
Management positions by gender 
Management positions are defined as the number of females/males employed in management positions 
or above (i.e. with responsibilities for other employees (including subcontractors) or with budget 
responsibility). 
 
Market presence 
As defined by GRI, this is the contribution of an organisation to the economic well-being of employees. 
This includes the social licence to operate (e.g. the competitiveness of wages, hiring senior 
management from local community and diversity). 
 
Network 
In the transport industry, a network is the sum of facilities on which consignments are moved. TNT’s 
network, which is composed of its depots and hubs, supports the company’s standard solutions (core 
product and services). 
 
Road traffic incident 
A road traffic incident is defined by TNT as a crash or collision involving a TNT vehicle. A vehicle 
incident can also result into an accident to be reported if the employee is also injured or dead. A road 
traffic incident excludes superficial damage to windscreens or paintwork, damage due to environmental 
conditions, vandalism, animals and theft. 
 
NOx 
NOx (NO and NO2) refers to nitrogen oxides. Nitrogen oxides are produced during combustion, 
especially at high temperature. 
 
Offer Memorandum 
The offer document describing the terms and conditions of and restrictions applicable to the Offer, of 
which for the avoidance of doubt the position statement does not form a part. Refer to the corporate 
website of TNT (www.tnt.com/corporate) for more information. 
 
Orange Experience Score (OES) 
OES is a way to measure customer satisfaction and is calculated by subtracting the percentage of 
customers who feel TNT performed below expectations from the percentage of customers who feel TNT 
exceeded their expectations. The score can be a value between -100 and +100. 
 
Organisation for Economic Co-Operation and Development (OECD) 
The OECD comprises 34 member countries that share a commitment to democratic government and the 
market economy. Member countries – sometimes referred to as OECD countries – represent the world’s 
most developed countries. Refer to www.oecd.org for more information. 
 
On-time delivery 
Delivery of a consignment within the timeframe set for the service in question. 
 
OHSAS 18001 (occupational health and safety management) 
OHSAS 18001 is a standard for occupational health and safety management systems. It is intended to 
help organisations control occupational health and safety risks and was developed in response to 
widespread demand for a recognised standard for certification and assessment. OHSAS 18001 was 
created through collaboration of several of the world’s leading national standards bodies, certification 
organisations and consultancies. Refer to www.ohsas-18001-occupational-health-and-safety.com for 
more information. 
 
Occupational Safety and Health Administration (OSHA) 
OSHA is the main federal agency charged with the enforcement of safety and health legislation in the 
United States of America. 
 
OSHA non-recordable fatality 
A fatality as a result of an injury/illness that is not work-related, or a fatality as a result of an incident on a 
public road.  
 
OSHA recordable fatality 
A fatality as a result of an injury that is work-related, resulting from events or exposures, which occur on 
TNT's premises. 
 
Particulate Matter 
Particulates, alternatively known as particulate matter (PM), including fine particles and soot, are tiny 
subdivisions of solid matter suspended in a gas or liquid. The notation PM10 is used to describe 
particles of 10 micrometers or less.

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169 
Perfect Depot 
The Perfect Depot programme is part of the Outlook strategy, and aims to build a high quality, efficient 
and agile depot network across TNT. 
 
Perfect Transaction 
Perfect Transaction is a company-wide and cross-functional initiative to improve the order to invoice 
process. Perfect Transaction is not an isolated project. It is a means to achieve a transformation in the 
TNT culture and way of working.  
 
Pick-up and Delivery (PUD) 
The process that involves all movements from the sender to the collecting depot and from the delivering 
depot to the receiver. 
 
Safe and eco-drive training 
In-house or externally provided training to improve safety and fuel efficiency performance of drivers (for 
example: cruise-control driving, accelerating, breaking and other activities, such as maintaining good tire 
pressure). 
 
Settlement  
The settlement of the FedEx Offer entailing that shareholders who have tendered shares will receive the 
offer price in respect of each tendered share, and that the offeror shall acquire each tendered share, 
within 5 (five) business days following the unconditional Date. Refer to the corporate website of TNT 
(www.tnt.com/corporate) for more information. 
  
Settlement Date 
The date on which Settlement occurs. 
 
SME 
Small and medium-sized enterprises. 
 
Sustainable electricity 
Sustainable electricity is electricity from ‘green’ or ‘renewable’ sources such as solar, wind, geothermal, 
biomass, hydroelectric and ocean energy purchased during the reporting period for power and lighting of 
all company locations (where this can be established from utility suppliers’ invoices or other means). It 
does not include nuclear energy. 
 
Telematics 
Telematics refers to vehicle-based systems that integrate GPS sensors with wireless communication 
and computer capabilities. These systems can provide fleet owners and operators with extensive 
information and intelligence on vehicle location and performance, driver behaviour/efficiency and a wide 
range of other parameters. 
 
Total Quality Management (TQM) 
Total Quality Management (TQM) is a comprehensive and structured approach to organizational 
management that seeks to improve the quality of products and services through ongoing refinements in 
response to continuous feedback. 
 
Training hours 
Training hours are the number of hours spent on training by the total of employees on payroll during the 
reporting period (both on-and off-job and both internal and external programmes). 
 
TSR 
Total shareholder return. 
 
Voluntary turnover 
Voluntary turnover is the number of TNT employees on permanent contract (full-time or part-time) who 
resigned from the company of their own free will. This includes all resignations but not redundancies, 
dismissals, retirement or transfers. 
 
Working hours 
The definition of working hours is based on the total number of individually-calculated hours adjusted for 
overtime, leave or similar deviations. 
 
‘Zero-emission’ supply chain solutions 
The smart, stackable ‘zero-emission’ supply chain solutions, designed and piloted through TNT City 
Logistics initiative, contribute to cleaner, less congested city centres. The solutions work by eliminating 
sources of inefficiency from the supply chain (including that of the suppliers and customers) in several

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170 
ways, such as integrating networks and infrastructure, bundling multiple parcel deliveries or shifting to 
off peak period. They also reduce CO2 and pollution by replacing conventional vehicles with ‘zero-
emission’ transport, with the aim of securing crucial access to city centres. 
 
‘Zero-emission’ last-mile solutions 
The ‘zero-emission’ last-mile solutions such as tricycles or electric small vans contribute to reduce city 
centre congestion, noise and pollution. Combined with optimised networks and infrastructure, they help 
to mitigate TNT's environmental footprint and improve operational efficiency at city level.

TNT Express N.V. 
Taurusavenue 111 
2132 LS Hoofddorp 
P.O. Box 13000 
1100 KG Amsterdam 
The Netherlands  
 
Tel +31 88 393 9000  
www.tnt.com/corporate