RNS Number:7345H
TPG N.V.
20 February 2003





TPG delivers solid set of results in 2002



TPG has today reported its full year 2002 results

Financial highlights

  * Growth of 5.4% in net income from continuing operations, in line with
    outlook
  * Net income of Euro599 million (2001: Euro585 million)
  * Operating cash flow of Euro1,032 million, an increase of 33% over 2001
  * Earnings from operations up 7% on revenue growth of 5%
  * Dividend of Euro0.40 per share, up 5.3% from the previous year

CEO Peter Bakker:

"TPG has again been able to deliver an improved profit performance within our
guidance range, notwithstanding the depressed economic climate which persisted
throughout the year. Even more importantly, we have generated a significant
increase in operating cash flow. 2003 is likely to be another challenging year
and, including the impact of additional pension costs, a low single digit net
income growth is expected. Excluding the additional pension costs, we expect net
income from continuing operations to show medium to high single digit growth.
Our longer term double digit growth target remains."


TPG                                                           2002                2001               %
                                                                                                   Change
                                                             Euro mil               Euro mil
Revenues                                                       11,782              11,218            5.0%
Earnings from operations                                        1,207               1,128            7.0%
EBITA                                                           1,212               1,156            4.8%
Operating Income (EBIT)                                         1,058               1,017            4.0%
Net income from continuing operations                             585                 555            5.4%
Net profit on sale of non-core business                            14                  30          -53.3%
Net income                                                        599                 585            2.4%
Net cash provided by operating activities                       1,032                 773           33.5%
Net debt (see note 3)                                           1,404               1,729          -18.8%
Earnings per share (Euro)                                           1.26                1.23            2.4%
Dividend per share (Euro)                                           0.40                0.38            5.3%


                                            2002                                        2001
                               Euro mil                   Euro mil               Euro mil                   Euro mil
Divisional summary                         Euro mil     Operating                         Euro mil     Operating
                               EBITA                   income              EBITA                   income
                                          Goodwill                                    Goodwill
                                        amortisation                                amortisation

Mail                              804       (30)          774                  781      (19)          762
Express                           253       (59)          194                  167      (57)          110
Logistics                         150       (65)          85                   180      (63)          117
                                  *1,207    (154)         1,053               *1,128    (139)         989
Non-allocated items               5          -            5                   28         -            28

(see note 2)
                                  1,212    (154)          1,058               1,156    (139)          1,017

* Earnings from operations



Group overview


TPG has delivered a solid set of results in 2002 which show growth in net income
from continuing operations of 5.4%, within the guidance range that was
consistently maintained throughout the year. Earnings from operations
(aggregated EBITA of the three divisions) grew by 7% on a total revenue growth
of 5%.


A record operating cash flow of Euro1,032 million was generated in the year, an
increase of 33% over 2001, with almost two thirds of the extra cash coming from
improved working capital management. In addition we were able to hold capital
expenditure at last year's level. This cash performance has enabled net debt to
be reduced by almost 19% to Euro1.4 billion and an increased dividend to be
declared.

Review of operations


Mail has delivered a strong performance in 2002 in a difficult business
environment. The decline in addressed mail volumes in the Netherlands in the
latter part of the year has developed in line with our expectations. The
underlying decline in the year of 3% was due in part to substitution by
electronic media, but it was accelerated by reduced demand for direct mail and
data management services as a result of the slow economy. This trend was seen
not only in the Netherlands but also across most other European countries. We
expect demand for these services to pick up when the economy recovers. Despite
these volume trends, the overall operating margin has been maintained and even
slightly improved through rigorous and focussed cost management. This is the
third consecutive year that our highly efficient cost management approach has
overcome the decline in volumes and a modest pricing environment to enable
margins to be improved.


The Cost Flexibility programme remains firmly on track. The first of the three
main components, the Commercial programme, which involves the rationalisation of
commercial activities and the retail post office network, is now in roll out
phase and already delivering savings. Automated house number sortation, the
catalyst for many of the savings in sorting and distribution, has now been
agreed with the first new machines to be installed later this year. Agreement
with the unions on the third main component, the new labour conditions for the
new-style mail deliverers has now been satisfactorily concluded.


The international business continues to expand at a steady pace. In the last two
years good progress has been made with the European Mail Networks and Data and
Document Management (Cendris) revenues together growing by over half to almost
Euro0.6 billion. In recent months we have expanded our networks in Germany, the
Czech Republic and Slovakia and have received a full long term licence to
deliver bulk mail in the UK.


Express has achieved record earnings and significant operating margin
enhancement in the year, which is all the more remarkable given the wider
depressed economic conditions particularly in Europe. Our success is
attributable to an unrelenting focus on providing the fastest and most reliable
service together with a consistent commercial policy universally applied across
the division. This strategy has produced profit improvements in all business
units in 2002 with the best results coming from those units that have the
highest revenue quality yield improvements. The fourth quarter of 2002 was the
thirteenth consecutive quarter of positive revenue quality yields. This trend is
expected to continue in 2003 and produce further improvements in margins, helped
by the return to full year profitability in Australia.


Logistics has had a difficult year, marked by a slowdown in the global logistics
market as production volumes declined across many sectors. The economic
uncertainty has caused outsourcing decisions to take longer or be postponed and
has put pressure on our own margins. Despite this difficult background, we
achieved a 5.4% organic growth in revenues and have maintained a steady flow of
new contract wins and a healthy new business development pipeline.


The programme of cost reduction and efficiency initiatives which was put in
place at the end of 2002 to improve margins has been drilled down into all
logistics business units with central support teams appointed for each
initiative to ensure the actions are implemented.


Demand for outsourced logistics services remains strong and high single digit
growth in the market is expected in the coming years. TPG is well positioned to
benefit from this growth by leveraging our global footprint and sector expertise
and delivering a consistent and innovative service offering.

Financial analysis


Net income includes a profit of Euro14 million on the disposal of non-core
business, mainly TPG's shares in TKP, the administrator of TPG pensions in the
Netherlands. The profit on disposal has therefore been deducted in arriving at
net income from continuing operations in line with previous practice, once more
emphasing the quality of our 2002 results.


Amortisation of goodwill increased by 10.8% to Euro154 million mainly as a result
of acquisitions made last year. Net financial expense rose by 16.1% mainly due
to higher interest rates on the Eurobond issued at the end of 2001 and a number
of smaller one-off items. The effective tax rate improved from 36.3% to 35.9%.


The significant improvement in cash generation is largely attributable to our
value based management programme which, for the first time in 2002, focussed
performance measurement on value creation as measured by improvements in
economic profit.







Dividend

TPG intends to pay a final dividend for 2002 of Euro0.25, resulting in a full year
cash dividend of Euro0.40 per ordinary share. This represents an increase of 5.3%
over the previous year and a pay-out ratio of 31.7%, in line with the current
policy range of 30 - 35%.
Pension costs

Income Statement

An additional gross pension cost of Euro37 million (Euro24 million net of tax) will be
charged in the income statement in 2003 compared to the previous year in respect
of defined benefit and early retirement schemes. This is due to the
deterioration in the capital markets in 2002, and a lower assumed long-term rate
of return on pension assets. This additional cost is more favourable than the
guidance given at the time of the third quarter results announcement due to
lower benefit obligations coming out of the year end actuarial calculations and
a slightly improved market value of pension plan assets.


Balance sheet

The funded status at the end of 2002 for all defined benefit and early
retirement pension schemes is a net underfunding of Euro473 million compared to
Euro206 million at the end of 2001. This consists of an unfunded liability for
early retirement schemes of Euro486 million and a positive funded status of Euro13
million for the defined benefit pension schemes.


Cash flow

TPG's Dutch pension funds have reduced the weight of equity investments during
2002 to 35%. Nevertheless due to the current low coverage ratio and stricter
guidelines issued by the pensions regulator in the Netherlands, there is an
estimated additional cash funding requirement of Euro110 million in 2003.

Prospects


TPG's performance in 2002 has demonstrated the resilience of its business model
and further performance enhancements are again targeted. The economic climate
however remains uncertain and there are as yet few signs that a rebound from the
current difficult trading environment will happen in the short term. It is
expected therefore that 2003 will continue to be challenging.


We expect medium to high single digit growth in 2003, in terms of net income
from continuing operations and excluding the additional pension costs, barring
any further deterioration in global trading conditions. We expect low single
digit net income growth in 2003 taking into account the additional pension
costs. Our longer term double digit net income growth target remains.
Significant events in 4th Quarter 2002

Oct 3          Agreement on international express delivery
               products signed with Portuguese Post Office

Oct 16         Pre-arrival TNT Express customs clearance
               system (PACS) unveiled

Oct 23         North American Express services enhanced

Nov 4          Direct door to door air express delivery
               service to and from China launched

Nov 8          Acquisition of majority stake in the Dimar
               Group in Czech Republic and Slovakia

Nov 18         Tariff decision of Ministry of Economic
               Affairs announced

Dec 19         Partnership signed with World Food
               Programme

Dec 23         UK long term mail licence received




Significant events after year end 2002

Jan 17         Sponsorship of World Press Photo announced

Jan 24         Acquisition of Werbeagentur Fischer in
               German unaddressed mail

Feb 3          Contract for outsourcing of KPN logistics
               activities completed

Feb 12         Logistics contract with Pirelli in Germany
               signed

Feb 17         Logistics contract for new Volkswagen
               Touran in Germany announced

Feb 19         Collective labour agreement for new mail
               deliverers agreed with unions







  * Strong overall performance with stable operating margin
  * Cost management again outweighs Dutch volume decline
  * Quality of delivery maintained at high level
  * International expansion continues at steady pace



                                                                    2002              2001          % Change
                                                                   Euro mil             Euro mil
Revenues                                                           4,005             3,896              2.8%
EBITA                                                                804               781              2.9%
Operating margin                                                   20.1%             20.0%




  * Mail revenues and earnings grew by 2.8% and 2.9% respectively in the year
    despite a decline in volumes in the Netherlands. The resulting operating
    margin improved slightly to 20.1% from 20.0% last year.


  * Continuing tight cost controls in Mail Netherlands' operations and the
    first cost savings from the Commercial part of the Cost Flexibility
    programme (approximately Euro7million) have enabled the operat-ing margin to be
    stabilised year on year.


  * Start-up costs in the year in European Mail Networks and Data and Document
    Management were Euro13 million. Provisions made in respect of the Commercial
    Cost Flexibility programme were more than offset by the impact of successful
    negotiations on cross border terminal dues.


  * The fourth quarter operating margin improved to 22.1% from 21.4% in the
    same period last year mainly due to cost savings from the Commercial Cost
    Flexibility programme and from changes in the parcels organisation.


  * The quality of next day mail delivery in the Netherlands remained stable
    at above 95% for the full year, in line with the government target.


    Revenue Analysis

                                    2002        2001       % Change            Org%        Acq%         FX%
                                    Euro mil       Euro mil
Mail Netherlands                    2,785       2,763        0.8%              0.8%         0%          0%
Cross Border                         651         654        -0.5%              -0.9%       1.8%        -1.4%
European Mail Networks               359         305        17.7%              6.6%        11.1%        0%
Data & Document Management           210         174        20.7%              2.3%        19.0%       -0.6%
Mail                                4,005       3,896        2.8%              1.1%        2.0%        -0.3%


  * Mail Netherlands revenues grew in the year by 0.8%. Total addressed mail
    volumes declined by 0.7% but were more than offset by positive price and mix
    effects and the successful euro coin distribution project. Addressed mail
    volumes benefited in the year from the impact of elections and one-off new
    business. Excluding these two items, addressed mail volumes showed a 3.0%
    underlying decline.


  * Domestic letter mail volumes fell by 1.2% due to the ongoing decline in
    letterbox mail and customised bulk mail mainly driven by cost cutting and
    automation programmes at large clients such as banks.


  * Direct mail volumes remained flat year on year despite an overall decline
    in printed media expenditures in the Netherlands. Excluding one-off new
    business, direct mail volumes declined by 4.1%.


  * Other revenues in Mail Netherlands were lower than the previous year due
    to a reduced level of income from sale of properties.





  * Cross Border revenues fell by 0.5% in the year. The strong position of the
    euro against the US dollar caused a negative foreign exchange conversion
    impact of 1.4%. The Spring joint venture achieved organic growth of 6.5%
    driven primarily by increased European business.


  * Revenues from European Mail Networks increased by 17.7% in the year, of
    which 11.1% was contributed by acquisitions. Organic growth was negatively
    impacted by local environmental taxes on unaddressed mail in Belgium.
    Excluding Belgium, organic revenues grew by 15.5% despite the depressed
    economic conditions in Europe affecting expenditures on direct mail.





  * Revenues from Data and Document Manage-ment (brand name Cendris) grew by
    20.7% fuelled by acquisitions including Dimar in the Czech Republic. Data
    management activities have been affected by depressed direct marketing
    expenditures in Europe, whereas mailroom revenues continue to show good
    growth.





  * Significant earnings and operating margin enhancements

  * Positive revenue quality yields in all business units

  * Fourth quarter profit in Australia

  * Record levels of on-time delivery performance


                                                                     2002               2001            % Change
                                                                    Euro mil              Euro mil
Revenues                                                            4,398              4,139                6.3%
EBITA                                                                 253                167               51.5%
Operating margin                                                     5.8%               4.0%


  * Express finished the year strongly, delivering a 6.3% growth in revenues
    and a 51.5% increase in earnings in the year. The resulting operating margin
    of 5.8% is a significant improvement from the 4.0% margin recorded last
    year. Excluding Australia, the operating margin was 6.5% compared to 5.2%
    last year. All business units achieved solid year on year earnings growth,
    driven in every case by strong positive revenue quality yields.


  * The fourth quarter operating margin of 9.1% was a significant improvement
    over the 6.5% margin reported in the same quarter last year.


  * The recovery in the Australia business continues with an overall profit
    being achieved in the fourth quarter due to reduced costs and improved
    operational performance. Operating losses for the year were cut back to Euro10
    million compared to Euro28 million in the previous year.


  * The significant increase in earnings and operating margin is largely due
    to deployment everywhere of a sensible commercial policy that is focused on
    winning and keeping profitable small to medium size customers by selling
    simplified no discount contract rate agreements through a proven sales
    territory management system.


  * Record levels of on-time delivery performance were achieved in the year
    and these have provided the foundations for solid profit growth.


  * Capacity in the European air network was increased by approximately 15% in
    the year whilst average costs remained at a similar level to the previous
    year. Average fleet utilisation levels were optimised and this has helped to
    produce better service quality.





    Revenue Analysis

                                    2002        2001       % Change            Org%        Acq%         FX%
                                    Euro mil       Euro mil
Express Europe                      3,625       3,368        7.6%              5.6%        2.4%        -0.4%
Express ROW                          773         771         0.3%              5.7%        0.3%        -5.7%
Express                             4,398       4,139        6.3%              5.7%        2.0%        -1.4%







  * Total Express year on year organic revenue growth was 5.7%. The strongest
    organic revenue growth areas were France, Asia, the Americas and the Middle
    East. Revenues obtained from acquisitions (mainly the Bleckmann fashion
    retail business) added a further 2.0% to revenue growth. This was partly
    offset by a negative foreign exchange impact of 1.4% arising mainly from the
    weakening of the UK pound, and various South American and Asian currencies,
    against the euro.


  * Organic revenue growth in Europe was 5.6% fuelled by a year on year
    improvement in revenue quality yield of 2.9%. Core consignments grew by 5.3%
    and core kilos carried increased by 1.8% over the previous year.


  * In the Rest of the World, organic revenue growth was 5.7%. Excluding
    Australia, where revenues declined year on year, organic growth was 21.4%.



  * Improved organic revenue growth particularly in the second half year

  * Lower earnings due to economic conditions and one-off issues

  * Action plan in place for short term margin protection
  * Healthy business development pipeline maintained


                                                                2002              2001           % Change
                                                               Euro mil             Euro mil
Revenues                                                       3,389             3,125               8.4%
EBITA                                                            150               180             -16.7%
Operating margin                                                4.4%              5.8%



  * Logistics revenues grew by 8.4% in the year fuelled by the commencement of
    new contracts. Earnings however fell by 16.7% due to the combined impact of
    the economic slowdown, delays in contract start-ups, various specific
    operational difficulties, and adverse foreign exchange movements.


  * The depressed economic conditions in 2002 have resulted in a decline in
    volumes on existing business in many countries, especially the UK, France
    and Italy. In multi-user environments, this has led to an under-utilisation
    of warehouse capacity and lower margins.


  * New contracts with an annualised revenue of ++563 million were won in 2002
    compared to ++600 million in the previous year. This slightly lower level of
    contract wins has mainly resulted from delayed customer outsourcing
    decisions due to the economic climate. Contract renewals in the year had an
    annualised revenue of ++460 million. Contract terminations amounted to
    annualised revenues of ++195 million.


  * Operational difficulties in the start-up phase of several contracts in the
    UK have resulted in the non-recovery of certain costs. These problems have
    now been resolved and tariff structures successfully renegotiated.
    Integration issues in France, now largely overcome, have also added to the
    pressure on margins.


  * Adverse foreign exchange movements reduced earnings on conversion to euros
    by Euro8 million in the year.


  * The fourth quarter operating margin declined to 3.3% partly due to the
    incidence of some of the one-off costs mentioned above together with a high
    level of contract start-up costs in North America.


  * Due to the continued pressure on margins, a detailed action plan has been
    instigated consisting of a series of cost and business development
    initiatives designed to improve margins in the short term. These include
    overhead reduction programmes, best practice implementation and improvements
    in key account and sector management structures.


  * The value of the total business development pipeline at the end of the
    year remains healthy at ++1.75 billion, similar to the position at the end
    of the third quarter. The higher certainty element of the pipeline has
    increased to ++0.4 billion from just under ++0.3 billion at the end of the
    third quarter.





    Revenue Analysis

                                    2002        2001       % Change            Org%        Acq%         FX%
                                    Euro mil       Euro mil
Logistics                           3,389       3,125        8.4%              5.4%        6.1%        -3.1%



  * Organic revenue growth in the year was 5.4% with the second half ending
    more strongly with organic growth of over 8% in line with expectations. New
    contracts added 10.9% growth and the volume/mix effect from existing
    business added a further 1.3%. This was offset by a loss of 6.8% from
    terminated contracts.


  * Acquisitions (primarily Transports Nicolas in France and TNT DFDS
    Transport in the Nordic region) contributed 6.1% to the total revenue
    growth. Adverse foreign exchange movements reduced overall revenue growth by
    3.1%.


  * Revenues in Europe increased by 13.9 %. North America revenues fell by
    8.1% due to a negative foreign exchange conversion to Euros and the impact
    of the termination of a joint venture in the first half year. Strong growth
    in revenues was achieved in the rest of the world, particularly China, Asia
    and Australia.

Euro Million                     Q1 2001    Q2 2001    Q3 2001    Q4 2001    Q1 2002    Q2 2002    Q3 2002    Q4 2002
Group
Revenues                             2,776      2,787      2,642      3,013      2,898      2,899      2,805      3,180
Earnings from operations               277        278        210        363        298        305        222        382
Non-allocated items (note 2)            87       (22)          4       (41)        (5)       (10)          8         12
EBITA                                  364        256        214        322        293        295        230        394
Goodwill amortisation                 (33)       (35)       (34)       (37)       (38)       (38)       (39)       (39)
Operating Income (EBIT)                331        221        180        285        255        257        191        355
Financial income and expenses         (30)       (26)       (29)        (8)       (27)       (25)       (31)       (25)
Income taxes                         (105)       (70)       (56)      (104)       (85)       (81)       (60)      (115)
Results from affiliates                           (2)          2        (1)                   (3)        (1)        (1)
Minority interests                                                      (3)                   (3)                   (2)
Net Income                             196        123         97        169        143        145         99        212
Net profit on sale of non-core        (28)        (5)                     3                                        (14)
business (note 3)
Net Income from continuing             168        118         97        172        143        145         99        198
operations




Average number of shares (mil)       475.3      478.0      475.0      475.0      475.0      475.0      475.0      475.0
Earnings per share (Euro)                0.41       0.26       0.20       0.35       0.30       0.31       0.21       0.45




Net cash provided by operating         322         34        161        256        254        337        214        227
activities
Capital expenditure on                (65)      (114)      (155)      (147)       (79)      (130)      (111)      (152)
property, plant and equipment
and other intangible assets
Disposals of property, plant             7         27         36         21          3         18         19         23
and equipment and other
intangible assets
Free cash flow                         264       (53)         42        130        178        225        122         98




Number of employees                131,426    135,539    139,065    138,563    141,643    143,097    148,285  150,365
Full time equivalent employees     103,270    106,782    111,976    109,589    112,261    112,751    113,711  113,444

Euro Million                   Q1 2001     Q2 2001    Q3 2001     Q4 2001    Q1 2002     Q2 2002     Q3 2002     Q4 2002
Mail
Mail Netherlands
Revenues                           685         655        620         803        712         665         631         777
Growth %                          1.5%        0.2%       4.4%        4.7%       3.9%        1.5%        1.8%       -3.2%
Organic                           1.5%        0.2%       4.4%        4.7%       3.9%        1.5%        1.8%       -3.2%
Acquisition                       0.0%        0.0%       0.0%        0.0%       0.0%        0.0%        0.0%        0.0%
Fx                                0.0%        0.0%       0.0%        0.0%       0.0%        0.0%        0.0%        0.0%
Addressed mail pieces (mil)      1,393       1,328      1,225       1,618      1,412       1,333       1,201       1,575
Working days                        64          61         65          63         64          61          65          63
Cross Border
Revenues                           161         158        160         175        163         156         155         177
Growth %                         -3.0%       -2.5%       3.2%        2.3%       1.2%       -1.3%       -3.1%        1.1%
Organic                          -4.1%       -1.4%       1.3%        1.1%      -3.9%       -2.5%       -1.2%        3.4%
Acquisition                       0.0%        0.0%       3.2%       -0.6%       3.9%        3.7%        0.0%        0.0%
Fx                                1.1%       -1.1%      -1.3%        1.8%       1.2%       -2.5%       -1.9%       -2.3%
European Networks
Revenues                            57          78         74          96         85          88          86         100
Growth %                          3.6%       39.3%      42.3%       45.5%      49.1%       12.8%       16.2%        4.2%
Organic                          -5.5%        8.6%       0.2%        0.3%      16.9%        3.0%        0.0%        8.4%
Acquisition                       9.1%       30.7%      43.2%       45.8%      31.8%       10.1%       16.2%       -4.2%
Fx                                0.0%        0.0%      -1.1%       -0.6%       0.4%       -0.3%        0.0%        0.0%
Data & Doc Management
Revenues                            35          44         46          49         50          50          46          64
Growth %                          6.1%       18.9%      48.4%       53.1%      42.9%       13.6%        0.0%       30.6%
Organic                           6.1%       -3.6%       6.4%       10.3%       4.6%        0.9%       -4.3%        8.1%
Acquisition                       0.0%       22.5%      42.0%       42.8%      38.3%       12.7%        4.3%       24.5%
Fx                                0.0%        0.0%       0.0%        0.0%       0.0%        0.0%        0.0%       -2.0%
Total Mail
Revenues                           938         935        900       1,123      1,010         959         918       1,118
Growth %                          1.0%        2.9%       8.2%        8.4%       7.7%        2.6%        2.0%       -0.4%
Organic                           0.3%        0.3%       4.0%        4.0%       3.5%        0.9%        0.7%       -0.7%
Acquisition                       0.5%        2.8%       4.9%        4.1%       4.0%        2.1%        1.6%        0.7%
Fx                                0.2%       -0.2%      -0.7%        0.3%       0.2%       -0.4%       -0.3%       -0.4%
Earnings from operations           208         189        144         240        218         195         144         247
Operating margin                 22.2%       20.2%      16.0%       21.4%      21.6%       20.3%       15.7%       22.1%
Goodwill amortisation              (4)         (5)        (4)         (6)        (7)         (8)         (6)         (9)
Operating income (EBIT)            204         184        140         234        211         187         138         238

Euro Million                       Q1 2001    Q2 2001    Q3 2001   Q4 2001   Q1 2002    Q2 2002     Q3 2002    Q4 2002
Express
Express Europe
Revenues                                 839        837        810      882        892        900         881        952
Growth %                                5.8%       3.3%       1.6%    -2.3%       6.3%       7.5%        8.8%       7.9%
Organic                                 6.1%       4.2%       3.7%    -2.0%       2.3%       6.9%        6.1%       7.3%
Acquisition                             0.6%      -1.3%      -1.1%    -0.1%       3.0%       1.9%        2.8%       1.8%
Fx                                     -0.9%       0.4%      -1.0%    -0.2%       1.0%      -1.3%       -0.1%      -1.2%
Core consignments (mil)                 32.0       31.6       28.8     33.0       32.9       33.8        30.2       35.2
Core kilos (mil)                       521.8      505.8      487.3    550.2      519.8      522.5       494.3      566.4
Core revenue quality yield              7.5%       5.7%       2.8%     2.2%       2.0%       2.4%        2.8%       4.3%
improvement
Express ROW
Revenues                                 186        198        192      195        183        195         190        205
Growth %                               -4.6%      -3.4%     -13.1%   -11.8%      -1.6%      -1.5%       -1.0%       5.1%
Organic                                 1.0%       1.2%      -4.6%    -7.1%      -4.8%       5.0%        7.4%      14.9%
Acquisition                             0.0%       0.0%       0.2%     0.1%       0.5%       0.0%        0.5%       0.0%
Fx                                     -5.6%      -4.6%      -8.7%    -4.8%       2.7%      -6.5%       -8.9%      -9.8%
Total Express
Revenues                               1,025      1,035      1,002    1,077      1,075      1,095       1,071      1,157
Growth %                                3.7%       2.0%      -1.6%    -4.2%       4.9%       5.8%        6.9%       7.4%
Organic                                 5.1%       3.6%       2.0%    -3.0%       1.1%       6.6%        6.3%       8.6%
Acquisition                             0.5%      -1.0%      -0.9%    -0.1%       2.5%       1.5%        2.4%       1.6%
Fx                                     -1.9%      -0.6%      -2.7%    -1.1%       1.3%      -2.3%       -1.8%      -2.8%
Working days                              63         60         65       62         62         61          65         62
Earnings from operations                  34         39         24       70         42         65          41        105
Operating margin                        3.3%       3.8%       2.4%     6.5%       3.9%       5.9%        3.8%       9.1%
Goodwill amortisation                   (14)       (14)       (15)     (14)       (14)       (15)        (15)       (15)
Operating Income (EBIT)                   20         25          9       56         28         50          26         90






Euro Million                      Q1 2001    Q2 2001    Q3 2001    Q4 2001    Q1 2002    Q2 2002    Q3 2002    Q4 2002
Logistics
Revenues                                722        822        752        829        818        852        822        897
Growth %                              69.1%      72.7%      43.5%      10.2%      13.3%       3.6%       9.3%       8.2%
Organic                               17.5%      11.5%      10.9%       2.3%       4.4%       0.8%       7.0%       8.9%
Acquisition                           53.6%      61.5%      36.2%       7.7%       7.1%       6.9%       6.3%       4.8%
Fx                                    -2.0%      -0.3%      -3.6%       0.2%       1.8%      -4.1%      -4.0%      -5.5%
Revenue by geography:
Europe                                  471        548        519        592        569        611        598        645
North America                           200        213        175        178        190        177        155        182
ROW                                      51         61         58         59         59         64         69         70
Revenues by sector:
Automotive                                                                          337        331        291        325
Tyres                                                                                46         46         58         69
FMCG                                                                                131        150        179        195
Hi-tech electronics                                                                  94         94         86        110
Publishing / media                                                                   56         57         57         68
Other                                                                               154        174        151        130
Earnings from operations                 35         50         42         53         38         45         37         30
Operating margin                       4.8%       6.1%       5.6%       6.4%       4.7%       5.3%       4.5%       3.3%
Goodwill amortisation                  (15)       (16)       (16)       (16)       (17)       (16)       (16)       (16)
Operating Income (EBIT)                  20         34         26         37         21         29         21         14

                                                                      2002         2001
                                                                     Euro mil        Euro mil
Net sales                                                               11,662       10,979
Other operating revenues                                                   120          239
Total operating revenues                                                11,782       11,218
Salaries and social security contributions                             (4,027)      (3,836)
Depreciation, amortisation and impairments                               (490)        (437)
Other operating expenses                                               (6,207)      (5,928)
Total operating expenses                                              (10,724)     (10,201)
Operating income                                                         1,058        1,017
Financial income and expenses                                            (108)         (93)
Income before income taxes                                                 950          924
Income taxes                                                             (341)        (335)
Results from investments in affiliated companies                           (5)          (1)
Minority Interests                                                         (5)          (3)
Net income                                                                 599          585
Effective tax rate                                                       35.9%        36.3%
Net income per ordinary share and per ADS (1) (in                         1.26         1.23
++)
Net income per diluted ordinary share and per ADS                         1.26         1.23
(2) (in ++)



1) Based on the average amount of 475,021,075 ordinary shares, including ADS
(2001: 475,008,754)

2) Based on the average amount of 475,022,482 diluted ordinary shares, including
ADS (2001: 475,084,174)

After proposed appropriation of net income
                                                                          2002        2001*
                                                                         Euro mil        Euro mil
Net income                                                                     599          585
Depreciation, amortisation and impairments                                     490          437
Changes in pension liabilities                                               (111)         (92)
Changes in other provisions                                                   (14)         (89)
Changes in deferred taxes                                                     (16)            4
Changes in working capital                                                      84         (72)
Net cash provided by operating activities                                    1,032          773
Acquisition of group companies                                               (128)        (229)
Disposal of group companies                                                      4
Acquisition of affiliated companies                                           (11)        (101)
Disposal of affiliated companies                                                10            5
Capital expenditure on property, plant and equipment                         (398)        (454)
Capital expenditure on intangible assets                                      (74)         (27)
Disposals of property, plant and equipment                                      53           91
Disposals of intangible assets                                                  10           59
Changes in other financial fixed assets                                         12         (47)
Changes in minority interests                                                    4            5
Net cash used in investing activities                                        (518)        (698)
Changes in shareholders' equity                                              (189)        (184)
Long-term liabilities acquired                                                  63        1,247
Long-term liabilities repaid                                                  (67)         (65)
Changes in short-term bank debt                                              (405)        (873)
Net cash used by financing activities                                        (598)          125
Changes in cash and cash equivalents                                          (84)          200
Cash and cash equivalents at beginning of period                               451          250
Exchange rate differences on cash items                                       (18)
Cash and cash equivalents from acquisition and
disposal of group companies                                                      8            1
Changes in cash and cash equivalents                                          (84)          200
Cash and cash equivalents at end of period                                     357          451

* Reclassifications have been made to increase comparability with current year
presentation of other

intangible assets separate from property, plant and equipment.

After proposed appropriation of net income

                                                                                    2002          2001*
                                                                                   Euro mil          Euro mil
Assets
Fixed assets
Intangible assets                                                                  2,766          2,847
Property plant and equipment                                                       2,130          2,117
Financial fixed assets                                                               677            623
Total fixed assets                                                                 5,573          5,587
Current assets
Inventory                                                                             56             56
Accounts receivable/prepayments                                                    2,280          2,360
Cash and cash equivalents                                                            357            451
Total current assets                                                               2,693          2,867
Total assets                                                                       8,266          8,454
Group equity
Shareholders' equity                                                               2,842          2,486
Minority interests                                                                    18             13
Total group equity                                                                 2,860          2,499
Provisions
Retirement schemes                                                                    35             46
Deferred tax liabilities                                                             133            147
Other provisions                                                                     126            111
Total provisions                                                                     294            304
Pension liability                                                                    742            869
Liabilities
Interest bearing liabilities                                                       1,761          2,180
Non Interest bearing liabilities                                                   2,609          2,602
Total liabilities                                                                  4,370          4,782
Total liabilities and group equity                                                 8,266          8,454

* Reclassifications have been made to increase comparability with current year
presentation of other

intangible assets separate from property, plant and equipment.






Capital expenditure on property, plant and equipment and other intangible assets
                                                                           2002         2001
                                                                          Euro mil        Euro mil
Mail                                                                        127          137
Express                                                                     183          190
Logistics                                                                   159          152
Corporate                                                                     3            2
Total                                                                       472          481







Movement in shareholders' equity
                                                                            2002           2001
                                                                           Euro mil          Euro mil
Opening balance at 1 January                                               2,486          2,082
Net income for the period                                                    599            585
Cash dividend                                                              (190)          (181)
Stock dividend                                                                               30
Foreign exchange effects                                                    (54)           (33)
Repurchase of shares                                                                          3
Other                                                                          1
Balance at 31 December                                                     2,842          2,486



Net Income
                                                                            2002          2001
                                                                           Euro mil         Euro mil
Net income under Dutch GAAP                                                  599           585
Adjustments for:
Employment schemes                                                          (12)          (80)
Goodwill amortisation                                                        154             3
Other intangible assets amortisation                                         (2)             -
Financial instruments                                                       (11)             -
Real estate sale                                                            (16)             -
Sale and leaseback transaction                                               (4)             -
Depreciation on restoration of previously recognised                           4             4
impairments
Depreciation of capitalised software                                        (10)          (12)
Long-term contract incentive payment                                         (6)             -
Pension curtailment gain                                                       2             -
Tax effect of adjustments                                                     19          (16)
Net Income under US GAAP                                                     717           484
Net income per ordinary share and per ADS 1 (in Euro)                       1.51          1.02
Net income per diluted ordinary share and per ADS 2 (in                     1.51          1.02
Euro)

1)     Based on the average amount of 475,021,075 ordinary shares, including ADS
(2001: 475,008,754)

2)     Based on the average amount of 475,022,482 diluted ordinary shares,
including ADS (2001: 475,084,174)

Shareholders' Equity
                                                                                  At 31 December
                                                                                    2002           2001
                                                                                   Euro mil          Euro mil
Shareholders' equity under Dutch GAAP                                              2,842          2,486
Adjustments for:
Employment schemes                                                                   152            164
Dividend                                                                             119            114
Goodwill                                                                          (63)91           (63)
Other intangible assets amortisation                                                 (2)              -
Financial instruments                                                               (20)              -
Real estate sale                                                                    (16)              -
Sale and leaseback transaction                                                       (4)              -
Restoration of previously recognised impairments, net of                            (11)           (15)
depreciation
Capitalised software                                                                   -             10
Long-term contract incentive payment                                                 (6)              -
Pension curtailment gain                                                               2              -
Deferred taxes on adjustments                                                       (37)           (56)
Shareholders' equity under US GAAP                                                 3,110          2,640



1. Accounting policies

Accounting policies have remained unchanged in the year to 31 December 2002.

2. Non-allocated items

The amount of profit (loss) relating to non-allocated items is as follows:


                                                             2002                          2001

                                                             Euro mil                        Euro mil
Profit on sale of non-core business                           14                            26
Sale of exceptional real estate                                -                            78
Australia restructuring                                        -                           (30)
Other non-allocated costs                                     (9)                          (46)
Total non-allocated items                                      5                            28

3. Net debt

Net debt is calculated as follows:


                                                             2002                          2001

                                                             Euro mil                        Euro mil
Interest bearing liabilities                                 1,761                        2,180
Cash and cash equivalents                                    (357)                        (451)
Net debt                                                     1,404                        1,729




4. Composition of the Group

There have been no material changes in the composition of the Group during the
year to 31 December 2002.


5. Employees

Total number of employees at 31 December 2002 was 150,365 compared to 138,563 at
31 December 2001.

Financial Calendar 2003




Tuesday 1 April          Annual General Meeting of Shareholders

Thursday 3 April          Ex-dividend listing of TPG shares

Friday 11 April          Payment of final dividend

Friday 25 April          Publication of 2003 first quarter results



Monday 4 August          Publication of 2003 first half year results

Wednesday 6 August     Ex-dividend listing of TPG shares

Wednesday 13 August     Payment of interim dividend

Monday 27 October          Publication of 2003 third quarter results





Financial Calendar 2004



Thursday 19 February     Publication of 2003 full year results

Wednesday 7 April     Annual General Meeting of Shareholders

Tuesday 13 April     Ex-dividend listing of TPG shares

Wednesday 21 April     Payment of final dividend




Jon Downing
Director of Investor Relations
Contact:
Phone     +31 20 500 62 41
Fax     +31 20 500 75 15
Email     jon.downing@tpg.com


Emilie de Weert
Manager of Investor Relations
Contact:
Phone     +31 20 500 62 42
Fax     +31 20 500 75 15
Email     emilie.de.weert@tpg.com

Tanno Massar

Director of Media Relations
Contact:

Phone     +31 20 500 61 71
Fax     +31 20 500 75 20
Email     tanno.massar@tpg.com




Published by:

TPG N.V.

Neptunusstraat 41-63

2132 JA Hoofddorp

P.O. Box 13000

1100 KG Amsterdam

Phone     +31 20 500 60 00
Fax     +31 20 500 70 00
Email      tpg.communication@tpg.com

Internet     www.tpg.com



Responsible for content and editing:

TPG Investor Relations



Designer:

Gary P. Hartmann




Forward-looking statements warning and safe harbour statement under the Private
Securities Litigation Reform Act of 1995

Certain information contained in this press release is forward looking. 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. In
addition to the assumptions specifically mentioned in this press release, there
are a number of other factors that could cause actual results and developments
to differ materially from those expressed or implied by these forward-looking
statements. Although not exhaustive, the following factors could cause such
differences: substitution of alternative methods for delivering information for
TPG's Mail and Express services; regulatory changes leading to further
liberalisation in the Dutch and European postal markets, including changes
resulting from pending proceedings with the Dutch regulator; intensifying
competition in the mail, express and logistics businesses; decisions of
competition authorities regarding proposed joint ventures or acquisitions; costs
of complying with governmental regulations; general economic conditions,
government and regulatory policies, and business conditions in the markets
served by us, including adverse impacts of terrorist attacks, anthrax incidents
and war or the outbreak of hostilities on the world and the U.S. economies and
TPG's Mail, Express and Logistics businesses and potentially higher operating
costs; higher costs of insurance coverage for future claims caused by acts of
war, terrorism, sabotage, hijacking and other similar perils; impact of the
current economic downturn and other risks and trends in the world economy and
the timing, speed and magnitude of any economic recovery; ability to achieve
cost-savings and realise productivity improvements and the success of
investments, joint ventures and alliances; fluctuations in fuel costs; changes
in currency and interest rates; increased price transparency resulting from the
adoption of the euro; changes in TPG's credit rating and their impact on TPG's
financing costs and requirements; changes in TPG's relationship with the State
of the Netherlands; limited back-up facilities in the event of major disruptions
at key sites; incidents resulting from the transport of hazardous materials;
mismatches between TPG's investment in infrastructure (aircraft, depots and
trucks) and actual market growth or increases in market share) or between
infrastructure requirements and capacity; strikes, work stoppages and work
slowdowns and increases in employee costs; costs of completing acquisitions or
divestitures and integrating newly acquired businesses; and changes to the
international conventions regarding the limitation of liability for the carriage
of goods. These factors and other factors that could affect these
forward-looking statements are described in TPG's annual report on Form 20-F and
TPG's other reports filed with the United States Securities and Exchange
Commission. TPG disclaims any obligation to publicly update or revise these
forward-looking statements, whether to reflect new information or future events
or circumstances or otherwise.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

FR TMMPTMMMTMPJ