Section 1 General information and significant accounting policies
NV Nederlandse Spoorwegen has its registered office on Laan van Puntenburg in Utrecht, the Netherlands (Chamber of Commerce number 30012558). The company’s consolidated financial statements for the 2022 financial year include the company and its subsidiaries (hereinafter referred to as the ‘Group’) and the Group’s share in associates and companies that it controls jointly with third parties. NV Nederlandse Spoorwegen is the holding company of NS Groep NV, which in turn is the holding company of the operating companies that carry out the Group’s various business operations. The figures for the consolidated financial statements of NS Groep NV are materially the same as the consolidated figures for NV Nederlandse Spoorwegen. The operating companies of NS Groep NV are listed in note 34. The Group's activities consist mainly of passenger transport, the management and development of property and the operation of station locations.
The Executive Board prepared the financial statements on 22 February 2023. In its preliminary report to the General Meeting of Shareholders, the Supervisory Board advised that the financial statements should be adopted unaltered. On 22 February 2023, the Executive Board and Supervisory Board approved the publication of the financial statements. Adoption of the financial statements is on the agenda of the General Meeting of Shareholders on 2 March 2023.
In accordance with Section 2:402(1) of the Dutch Civil Code, the separate financial statements of NV Nederlandse Spoorwegen only include an income statement in abbreviated form.
Acquisition and disposal of companies
In 2022, the Group reached agreement with the franchising authorities for the WestfalenBahn and Mittel Deutschland franchises about the conditions for continuing the franchises. To this end, it has acquired the shares in PTS GmbH, WestfalenBahn GmbH, and Abellio Rail Mitteldeutschland GmbH as of February 1, 2022, March 1, 2022 and July 1, 2022 respectively (see further note 1).
In line with its strategy, which dictates that international activities should be in the interest of passengers in the Netherlands, NS has been preparing its departure from the British market with the consent of the shareholder. As of 31 May 2022, Abellio Transport Group Ltd and its group companies (hereinafter: Abellio UK) are presented as assets and liabilities held for sale and business activities have been discontinued. The sale transaction is expected to be completed at the end of February 2023. See note 2 for a further explanation.
The notes to the financial statements have been prepared exclusive of discontinued operations, unless stated otherwise.
Significant accounting policies
Below is a description of the accounting policies for consolidation, the measurement of assets and liabilities and the determination of the result of the Group. These policies are in accordance with IFRS, insofar as they are accepted by the EU, and are applied consistently to all information that is presented. Furthermore, insofar as applicable, the financial statements comply with the legal regulations as included in Title 9 of Book 2 of the Dutch Civil Code. The Group applies the historical cost price system as measurement basis, unless stated otherwise.
Capitalisation of development costs
In recent years, NS has worked on modernising its IT landscape and improving IT management processes. Partly as a result of this, a shift has taken place within NS in working methods within the IT domain in order to improve the alignment with current IT developments. As a result of this shift, NS has revised its working method with regard to IT expenditure. With effect from 2022, expenditure related to development environments will, in principle, no longer be capitalised, but charged to the income statement. NS has established internal control measures that periodically assess whether costs have been recognised in development environments that qualify for capitalisation. The changed working method has led to higher operating expenses in 2022 of € 89 million, divided between personnel costs (€ 36 million), capitalised production (€ 38 million) and subcontracted work (€ 15 million).
In addition, NS applies a change in accounting estimate to better align with the actual economic life of assets as a result of IT developments that follow one another at an increasingly rapid pace. To this end, all IT assets capitalised under intangible assets have been reassessed from 2020 onwards. This has led to an acceleration of depreciation (useful life from 5 to 3 years) for an amount of € 28 million, which has been recognised prospectively.
For the years 2023, 2024 and 2025, the total effect of the adjusted working method and the change in accounting estimate on the operating result is € 106 million negative, € 87 million negative and € 34 million negative, respectively.
Important (result) developments
The effects of the COVID-19 crisis on passenger behaviour still has a significant impact on NS’s financial performance. In addition, the staff shortages and the partial scaling-down of the timetable have had an impact on the result in 2022. As a result of the intended sale of the UK activities, the assets and liabilities in 2022 have been included under assets and liabilities held for sale and the results for 2021 and 2022 are presented under discontinued operations (see note 2).
The Group’s result from continuing operations was € 391 million, partly due to the reversal of impairment losses in the Netherlands amounting to € 385 million (note 16). The result from continuing operations was also positively influenced by additional contributions from the Dutch government amounting to € 286 million (note 3).
The net financing result amounts to € 178 million positive (2021: € 331 million negative). The positive financing result is largely due to the release of part of the provision for guarantees in connection with the insolvency proceedings in Germany (€ 77 million) and a positive accounting result as a result of acquisition accounting of € 108 million (see note 1) in relation to reacquired activities in Germany. This finance income in 2022 should be seen in conjunction with the negative net financing result in 2021. The negative financing result in 2021 was caused by the write-down of a participating interest and loans to zero, costs of restructuring, terminating a number of franchises and provisions made regarding guarantees and settlement of possible other liabilities related to the insolvency proceedings concerning Abellio Germany.
A tax expense of € 37 million has been recognised (2021: € 343 million tax income). The effective tax rate differs from the regular tax rate. This is mainly due to an upward revaluation of the deferred tax asset for temporary differences by € 74 million, mainly related to an expected release of deferred impairments in the coming two years and the aforementioned financing results (Germany) that are not taxed (see note 11).
The following events have had a substantial impact on the Group’s financial figures:
In 2022, partly as a result of the nationwide measures and changed passenger behaviour, the number of passengers and therefore the passenger revenue were still significantly below the pre-COVID-19 level. NS (largely) continued the timetable, partly at the explicit request of the Ministry of Infrastructure and Water Management. NS makes use of the measure of the Ministry of Infrastructure and Water Management with the promise of an availability payment for the public transport sector, as a vital sector, as compensation for maintaining the timetable with a decrease in passenger revenue for the period until 31 December 2022. The availability payment amounts to 93% of the indexed 2019 cost level that is eligible for the availability payment, less 100% of the revenues realised in 2022. With reference to the changed economic circumstances in the Netherlands, a reassessment was made in 2022 of the impairments recognised in 2020 (see note 16) and this led to the reversal of the impairment for an amount of € 385 million.
As of 31 May 2022, Abellio Transport Group Ltd and its group companies (hereinafter: Abellio UK) are presented as assets and liabilities held for sale. It is expected that the sale transaction will be completed by the end of February 2023. As at 31 May 2022, the Group ceased to depreciate all the property, plant and equipment of Abellio UK. Prior to the qualification as “assets and liabilities held for sale”, the carrying amount of Abellio Transport Group Ltd and its group companies was determined in accordance with the reporting system applied by the Group. Subsequently, as of 31 December 2022, it was determined that there was an impairment loss, as the net carrying amount of assets and liabilities of Abellio Transport Group Ltd and its group companies was higher than the expected realisable value (minus expected costs to sell). This led to an impairment loss of € 157 million. The net results of the UK operations, including these impairment losses, are included in “Result from discontinued operations” (see note 2).
In Germany, as of 30 June 2021, a restructuring was deemed necessary by means of so-called ‘Schutzschirmverfahren’ (special insolvency proceedings under German law) in order to avoid the continuation of onerous contracts. The special insolvency proceedings are provisional, where local management remains on board under the supervision of a court-appointed ‘trustee’ in order to find a viable solution. The former shareholders lose control in these proceedings. As of 30 June 2021, this has led to the deconsolidation of Abellio Germany. In 2022, Abellio Germany completed its restructuring for various franchises. With the repurchase of the shares, NS has regained control over PTS GmbH (as of 1 February 2022), WestfalenBahn GmbH (as of 1 March 2022) and Abellio Rail Mitteldeutschland GmbH (as of 1 July 2022). From those dates, these entities have again been included in the consolidation (see note 1). Operations in North Rhine-Westphalia and Baden-Württemberg ceased in January 2022 and were transferred to operators designated by the PTAs, because an additional fee for operating the franchises could not be agreed with the PTAs. In addition, it has been agreed that the onerous DISA contract will be continued by Abellio Rail Mitteldeutschland until December 2024 (instead of December 2032), at the expense of NS, to give the PTAs sufficient time to tender the contract again. The insolvency proceedings regarding the former German holding company Abellio GmbH are still ongoing. The legal completion of these proceedings can take some time. The nature of insolvency proceedings is unpredictable. The operating result and cash flow in future years may therefore be affected by an (un)favourable outcome compared to the current estimates that have been made. The provision has been updated as of 31 December 2022 (see also note 31 provisions).
A more detailed analysis of the result is included in the ‘Finance in brief’ section of the NS Annual Report.
The Group prepared the financial statements for the 2022 financial year on a going concern basis, which assumes the continuity of ongoing business activities and the realisation of assets and settlement of liabilities as part of its normal business activities.
The Group has prepared financial forecasts, among other things for the twelve months from the date of approval of these financial statements, which include an estimate of the ongoing business impact of COVID-19. The Group has concluded that it is appropriate to prepare the financial statements on a going concern basis and that there is no material uncertainty. To reach this conclusion, the Group has calculated several scenarios and there is room in each of the scenarios for possible disappointing revenues and/or expenses.
As of 31 May 2022, Abellio UK is presented as held for sale. It is expected that the sale transaction will be completed by the end of February. Due to the changed contract forms in the United Kingdom, whereby the revenue risk is limited for Abellio, liquidity risks from normal business operations are limited. Conservative estimates have been made with regard to the UK and included in the liquidity forecasts. For Germany, estimates have been made for the expected outflow of funds required to complete the insolvency proceedings.
The key assumptions and uncertainties in the Group’s liquidity forecast further relate to:
lower level of passenger revenue compared to 2019 as a result of changing passenger demand. for 2023, the Ministry of Infrastructure and Water Management has pledged to provide a one-off transition safety net of € 150 million for the entire sector. NS’s share is expected to amount to € 45 million. No pledges have been made for the period thereafter. An advance of 80% has been forecast for the public transport transition safety net for 2023. Furthermore, the Group expects to receive the remaining 20% availability payment for 2022 in 2023;
uncertainties about cost levels due to shortages on the labour market, raw material prices and inflation;
the student public transport contract. The point of departure is that this will continue in its regular form, and these revenues for 2023 will be received in full in advance in the financial forecast period;
timing of investments in new rolling stock (especially ICNG);
estimates made for the expected outflow of funds required for the settlement of the initiated insolvency proceedings in Germany.
The liquidity available to the Group as at 31 December 2022 amounts to € 1,141 million. This amount is including the security received from Eneco based on a Credit Support Agreement under the energy contract for the Dutch main rail network of € 396 million, and including investments in two money market funds (a total of € 745 million). In addition, the Group can make use of credit facilities totalling € 950 million. Of these credit facilities, € 500 million relates to a ‘revolving credit facility’ (available until 20 December 2027) and € 200 million to a credit facility used before 31 December 2023 to contract a long-term loan. A financing facility is also available under which one or more long-term loans can be contracted until 17 December 2024 for a maximum cumulative amount of € 250 million. The Group expects to be able to make use of alternative financing options should the situation so require.
Based on the above, the Group concludes that it is appropriate to prepare the financial statements on a going concern basis and there is no material uncertainty.
New standards and amendments to standards that are mandatory from 2022
As of 1 January 2022, the Group has adopted the following new standards and amendments to standards, including all consequent changes deriving from them in other standards. These new or amended standards have not had a significant impact on the Group's consolidated financial statements:
amendments to IFRS 3 Business Combinations; IAS 16 Property, Plant and Equipment; IAS 37 Provisions, Contingent Liabilities and Contingent Assets; and annual improvements 2018-2020 (effective 1 January 2022).
New standards and amendments to standards that are mandatory from 2023 or later
The Group has not voluntarily applied new standards, amendments to existing standards or interpretations that are mandatory only with effect from the financial statements for 2023 or later.
The following new or amended standards have no significant impact on the consolidated financial statements of the Group:
amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of accounting policies (effective 1 January 2023);
amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of accounting estimates (effective 1 January 2023);
amendments to IAS 12 Income Taxes: Deferred tax in respect of assets and liabilities arising from a single transaction (effective 1 January 2023);
amendments to IAS 1 Presentation of Financial Statements classification of liabilities as current or non-current (effective 1 January 2024);
amendments to IFRS 16: lease liability in a sale and lease back (effective 1 January 2024);
IFRS 17 Insurance contracts; including amendments to IFRS 17 (effective 1 January 2023);
amendments to IFRS 17 Insurance contracts: Initial application of IFRS 17 and IFRS 9 – Comparative figures (effective 1 January 2023).
Estimates and assessments
The preparation of the financial statements requires the Executive Board to make judgements and estimates that affect the application of accounting policies and the reported value of assets and liabilities, and income and expenses. The estimates and corresponding assumptions are based on experiences from the past and various other factors that could be considered reasonable under the circumstances. The actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on a regular basis. Revisions of estimates are recognised in the period in which the estimate is revised or in future periods if the revision relates to those periods.
The most important estimates and assessments concern:
going concern assumption (as included above in the “Going concern assumption” section);
business acquisitions (note 1);
fair value of assets and liabilities resulting from termination of operations in the United Kingdom and presentation as assets and liabilities held for sale (note 2);
deferred tax assets (note 12);
trade and other receivables (note 19);
other provisions (including for settlement in Germany)/arrangements not included on the balance sheet (note 31 and note 33).
The policies for financial reporting set out below have been applied consistently to all the periods presented in these financial statements.
Accounting policies for consolidation
The Group has control over an entity if its involvement with that entity means that the Group is exposed to or is entitled to variable returns and that it has the power to influence those returns by virtue of its say in that entity. The financial statements of the subsidiaries are incorporated in the consolidated financial statements as from the date on which control commences until the date on which control ceases.
In the event of a loss of control over the subsidiary, the subsidiary's assets and liabilities, any minority interests and other equity components associated with the subsidiary are no longer recognised in the balance sheet. Any surplus or deficit is recognised in the income statement. If the Group retains an interest in the former subsidiary, that interest is recognised at fair value at the date on which control ceases.
Acquisition of subsidiaries
Business combinations are recognised according to the acquisition method as at the date on which control is transferred to the Group. The remuneration for the acquisition is assessed at its fair value, as are the net identifiable assets that are acquired. Any goodwill deriving from this is assessed annually for impairments. Any book profit from a bargain purchase is recognised directly in the income statement. Transaction costs are recognised at the time when they are incurred.
Elimination of transactions on consolidation
Intra-group balances and transactions plus any unrealised gains and losses on transactions within the Group or revenues and expenses from such transactions are eliminated. Unrealised gains arising from transactions with investments accounted for using the equity method are eliminated in proportion to the Group's interest in the investment. Unrealised losses are eliminated in the same way as unrealised gains, but only insofar as impairment is not indicated.
Assets held for sale and discontinued operations
The Group classifies non-current assets and groups of assets disposed of as held for sale if their carrying amount will be recovered principally through a sales transaction and not through their continued use. Non-current assets classified as held for sale are recognised at the lower of carrying amount and fair value less costs to sell. The criteria for classification as held for sale are considered met only when the sale is highly probable, and the asset or group of assets being disposed of is immediately available for sale in its current condition. Actions required to complete the sale must indicate that it is unlikely that significant changes will be made to the sale or that the decision to sell will be reversed. Management must be committed to the plan to sell the asset and the sale is expected to be completed within one year of the date of classification.
An activity is disclosed as a discontinued operation if it is a part of the Group that has either been disposed of or classified as held for sale, represents a separate major line of business or geographic area of operations and is part of one coordinated plan to dispose of a separate major line of business or geographic business area.
Tangible, intangible and right-of-use assets are not written down once they are classified as held for sale. Assets and liabilities classified as held for sale are presented separately as current assets or current liabilities.
Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the income statement.
Additional information is provided in note 2. All other notes to the financial statements contain amounts for continuing operations, unless otherwise stated.
Foreign currency transactions
Transactions denominated in foreign currency are translated to the functional currency of the Group entity concerned at the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities that are denominated in foreign currencies are translated to the functional currency at the exchange rate prevailing on the balance sheet date. Non-monetary assets and liabilities denominated in foreign currency that are measured at fair value are translated to the functional currency using the exchange rates that prevailed at the dates when the fair values were determined. Non-monetary assets and liabilities denominated in foreign currency that are measured at historical cost are not retranslated.
The exchange rate differences arising on translation of the following items are recognised in other comprehensive income:
financial liabilities that are designated as a hedge of the net investment in a foreign operation;
qualifying cash flow hedges, insofar as the hedge is effective.
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated into euros at the exchange rates prevailing on the reporting date. The revenues and expenses of foreign operations are translated into euros at the average exchange rate, which approximates the exchange rate on the transaction date.
Currency translation differences are included in the other comprehensive income and accounted for in the translation reserve. If the Group ceases to have control, significant influence or joint control due to the disposal of a foreign operation, the cumulative amount in the translation reserve will be reclassified to profit or loss when the profit or loss from the disposal is recognised. If the Group only sells part of its interest in a subsidiary, while retaining control, a proportionate share of the cumulative amount will be reassigned to the minority interest. If the Group only sells part of its interest in an associate or joint venture, while retaining significant influence or joint control, a proportionate share of the cumulative amount will be re-allocated to the income statement.
Determination of fair value
A number of the Group's accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values for measurement and/or disclosure purposes were determined using the following methods.
In view of the nature, diversity and locations (station areas), the fair value of the investment property portfolio is not determined on a regular basis unless impairment is indicated. The fair value is expected to exceed the carrying amount of the investment property. Investment property is measured at cost, less accumulated depreciation and accumulated impairment losses.
Investments in non-current financial assets
The fair value of investments in debt instruments is determined using the price on the reporting date. The fair value of the equity investment (Eurofima) has been determined on the basis of the latest available financial statements.
Prepayments on shares
The fair value of prepayments on PTS and WestfalenBahn shares were determined on the basis of expected future cash flows of these entities.
The fair value of derivatives is based on derivative market quotations, taking account of current interest rates and the estimated creditworthiness of the contract counterparties.
Assets held for sale
The assets held for sale are stated at fair value, with the fair value being based on the direct realisable value less expected costs to sell.
Non-derivative financial liabilities
The fair value of non-derivative financial liabilities is determined for disclosure purposes and is calculated based on the present value of future repayments and interest payments, discounted at the market interest rate as at the reporting date.
The Group is under no obligation to comply with the requirements of IFRS 8 because it is not listed on a stock exchange. Segment information with a breakdown of revenue and FTEs by geographical area has been included in order to comply with the requirements of Dutch legislation and regulations.
Accounting policies for the consolidated cash flow statement
The cash flow statement is drawn up using the indirect method, using a comparison between the initial and final balances for the financial year in question. The result is then adjusted for changes that did not generate revenue or expenses during the financial year. The cash flows from discontinued operations are included separately in the cash flow statement in order to reconcile with the various items in the financial statements.