method. Key pro rata information regarding those joint ventures in which we have joint decisive influence over operations is set forth below:

of the special share gives the State the right to approve certain actions, including:

• issuing shares in our capital;
• restrictions on or exclusions of the pre-emptive rights of holders of our ordinary shares;
• mergers, demergers and dissolutions with respect to us and Royal TPG Post B.V.;
• certain capital expenditures;
• certain dividends and distributions; and
• certain amendments to our articles of association and the articles of association of Royal TPG Post B.V., including any amendment to the articles of association with respect to
  • a modification of the objects clause that relates to performance of the concession obligations,
  • the creation of new classes of shares, profit sharing certificates or other securities entitling the holder thereof to the earnings and/or shareholders’ equity of the company,
  • the cancellation of the special share,
  • the cancellation of the preference shares B,
  • the transfer of the special share, and
  • the amendment of the rights attached to the special share.

No change is currently proposed to the status of the State’s special share. However, as part of its intention to reduce its involvement in our affairs, the State is considering the possibility

supplies from such undertakings, or such undertakings source supplies from TPG. In the year ended 31 December 2004, sales made by TPG companies to its joint ventures amounted to €125 million (2003: 136). Purchases from joint ventures amounted to €24 million (2003: 24).The net amounts due from joint venture entities amounted to €49 million (2003: 35). As at 31 December 2004 loans receivable from affiliated companies as disclosed in notes 3 and 5, amounted to €8 million (2003: 35). All transactions with joint ventures and affiliated companies are conducted in the normal course of business and under normal terms and conditions.

0 28 SEGMENTAL INFORMATION

We report our operations in three primary segments: mail division, express division and logistics division. The mail division provides services for collecting, sorting, transporting and distributing domestic and international mail. The express division provides demand door-to-door express delivery services for customers sending documents, parcels and freight. The logistics division provides supply chain management services. The segments have been determined based primarily on how management views and evaluates our operations. The operating information for the segments identified are as follows:

Programme were €9 million (2003:5), including our contribution to relieve the victims of the tsunami disaster in Asia. The other costs were €24 million (2003:9), which is excluded for the €9 million release of an insurance provision in 2003, an increase of €6 million. This increase was mainly due to strengthening the corporate head office functions as a result of remedial actions, including higher costs for advisors.

Following the outcome of an unfavourable court decision with regard to the timing of the deductibility of the settlement amount paid for fiscal filing purposes in October 2004, we have decided to unwind the contract in accordance with the resolutive condition in the contract as per 23 December 2004. For Dutch GAAP purposes the termination of the contract led to a repayment by the insurance company (for an amount of €134 million), which was accounted for as a reduction in our salary costs. For US GAAP purposes however, we have unwounded the deposit asset with a remaining balance of €130 million at the moment of termination of the contract. Due to the cancellation of the contract the reconciling item relating employee schemes no longer exists as per 31 December 2004.

during the third quarter of 2003 was €159 million higher than for Dutch GAAP purposes.

In 2004 we acquired Wilson, see also note 1. For Dutch GAAP purposes we have recognised an amount of €236 million as goodwill relating to the Wilson aquisition (out of a total goodwill paid in 2004 of €265 million). For US GAAP purposes we have identified an amount of €85 million for Wilson (out of a total of €96 million) as other long lived intangible assets, mainly related to customer lists. In total, the addition of goodwill in 2004 under US GAAP amounted to €169 million. In 2004 we have also reclassified the amount from goodwill to other long lived intangibles assets recognised relating prior years acquisitions (amounting to € 26 million).

The changes in the carrying amount of goodwill for the year ended 31 December 2004, are as follows:

considers these intangibles to be part of goodwill. In 2004, a €19 million (2003: 3) additional amortisation charge for these intangibles was required for US GAAP purposes.

At 31 December 2004, we had no acquired intangible assets with indefinite useful lives.

The aggregate amortisation expense for the year ended 31 December 2004 was €96 million (2003: 47). The following table summarises the estimated amortisation expense for the coming five years:

million shares was completed on 5 January 2005 and repurchased for €259 million.

Under Dutch GAAP, the first tranche of 7.6 million shares representing an amount of €150 million, have been accounted for in the balance sheet as a debit against equity. Any related transaction costs (€1 million) have been debited against equity both under Dutch GAAP and under US GAAP. The transfer of the legal ownership for the second tranche took place on 5 January 2005. Under Dutch GAAP the second tranche is presented as a commitment not appearing in the Balance sheet. Under US GAAP (SFAS 150), the second tranche (of 13.1 million shares) classifies as a financial instrument that should be accounted for as a liability rather than as equity. Therefore, we have reclassified an amount of €259 million (including €1 million interest costs) from equity to liabilities in our balance sheet as per 31 December 2004.

REAL ESTATE SALES

or vested options or performance shares is known. Similarly for Dutch GAAP purposes, we will recognise the total compensation expense for our performance share plan in the years in which the shares vest.

Under our 2003 and 2004 bonus-matching scheme, 25% of an employee’s annual bonus is paid in shares of TPG. Should the employee retain at least 50% of the shares awarded to him or her under the short term incentive for a period of three years, the company will match those shares on a one-to-one basis at no cost to the employee. For Dutch GAAP purposes, there are two cost components to this scheme. The first cost component relates to 25% of the employee’s annual bonus. This component is recognised as compensation expense in the year to which bonus relates. The second cost component relates to the shares that will be matched on the third anniversary of the grant date. The total compensation cost for this second component is recognised as compensation expense evenly over the three year vesting period. The total compensation cost for this second component is equal to the maximum number of bonus shares that may be matched, multiplied by the underlying share price on the date of grant. For US GAAP purposes, since the final number and cost of the bonus shares to be matched is not known, the compensation expense to be recognised for this plan differs from that recognised under Dutch GAAP and is therefore included in “Other”.

At 31 December 2004, the impact of the above-mentioned accounting difference was not significant enough to cause a material compensation expense reconciling adjustment for US GAAP purposes.

GUARANTEES

OTHER DIFFERENCES

Under Dutch GAAP, provisions were made for constructive obligations for early retirement to some part-time employees in one of our group companies. Under US GAAP these provisions were not permitted as we were not legally obligated to make these payments at year-end 2004. This difference resulted in a €1 million reconciling adjustment between our net income and shareholders’ equity under Dutch GAAP to those under US GAAP as at year-end 2004.

has been made for this difference as the joint ventures, in which we hold an investment, are operating entities for which we have joint control over the financial operating policies with all other parties holding an interest in the respective joint venture.

We prepare our statement of cash flows in accordance with Dutch GAAP, which is consistent with International Financial Reporting Standards (IAS 7). As allowed under the SEC’s rules applicable to Form 20-F, no adjustment has been made for this difference.

No goodwill arose on investments accounted for by the net asset value method (equity method) in 2004 (2003: 0). Under Dutch GAAP, this is shown separately on the balance sheet. Under US GAAP, this goodwill would be classified as an equity investment. This difference does not result in a reconciliation to US GAAP net income.

NET INCOME AND SHAREHOLDERS’ EQUITY RECONCILIATION STATEMENTS

In December 2003, the FASB issued a revised version of SFAS 132R. It does not change the measurement or recognition of those plans required by FASB Statements No. 87, Employers’ Accounting for Pensions, No. 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, and No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions. This Statement only retains the disclosure requirements contained in FASB Statement No. 132, Employers’ Disclosures about Pensions and Other Postretirement Benefits, which it replaces. It requires additional disclosures to those in the original Statement 132 about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other defined benefit post retirement plans. Since the other post retirement plans and our pension plans are incorporated in one pension plan it can’t be separated and therefore this requirement is not applicable for TPG N.V.