Section 1 General information and material accounting policies

General Information

NV Nederlandse Spoorwegen has its registered office on Laan van Puntenburg 100 in Utrecht, the Netherlands (Chamber of Commerce number 30012558). The company’s consolidated financial statements for the 2024 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 33. 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 4 March 2025. In its preliminary report to the General Meeting of Shareholders, the Supervisory Board advised that the financial statements should be adopted unaltered. On 4 March 2025, 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 10 March 2025.

In accordance with Section 402(1) of Book 2 of the Dutch Civil Code, the company financial statements of NV Nederlandse Spoorwegen only include an income statement in abbreviated form.

Acquisition and disposal of companies

As at 31 March 2024, ATH Rail Transport Beteiligungsgesellschaft Deutschland GmbH (hereinafter: ATH GmbH) and its subsidiaries were included as held for sale. On 15 October 2024, the Group transferred its shares in ATH GmbH to BeNEX GmbH. As of the transfer date, ATH GmbH and its group companies are no longer consolidated. See note 1 for a further explanation.

In 2024, control was regained over holding entity Abellio GmbH. This entity has been reconsolidated with effect from 1 May 2024. The consolidation of Abellio GmbH has no significant impact on the consolidated financial statements of the Group.

The notes to the financial statements have been prepared exclusive of discontinued operations, unless stated otherwise.

Important (result) developments

The Group’s result from operating activities was -€148 million. The main causes were:

  • A long-term drop in passenger numbers since the COVID-19 pandemic combined with loss of revenue and additional costs due to external factors, such as strikes with a cause outside NS and infrastructure problems such as works, disruptions and speed limits.

  • Higher costs in a number of areas, including personnel, infrastructure, rolling stock, replacement transport services and energy. NS has not passed on the full impact of the high inflation of recent years in train fares. In 2024, NS did not increase fares for most rail tickets at the government's request. NS received a one-off compensation payment of €120 million for this (see note 2).

  • The net effect of the impairment test in the Netherlands of €23 million (consisting of an impairment at year-end 2024 of €90 million and a lower depreciation charge for 2024 of €113 million, see note 15).

  • Accelerated depreciation of capitalised IT assets of €25 million (see note 14).

The net financing result amounts to €30 million positive (2023: €48 million positive). The positive financing result is largely attributable to the allocation of €47 million in construction period interest to assets under construction (see material accounting policies) and the release of €14 million in foreseen liabilities and guarantees in relation to the insolvency proceedings in Germany (2023: €66 million), see note 30.

Since 31 March 2024, ATH Rail Transport Beteiligungsgesellschaft Deutschland GmbH and its subsidiaries have been recognised as assets and liabilities held for sale. The transaction was completed on 15 October 2024 by transferring the shares in ATH GmbH to BeNEX GmbH. As of the transfer date, ATH GmbH is no longer consolidated. The net results of the discontinued operations in Germany were -€22 million (2023: -€122 million) and are stated under ‘Result from discontinued operations’ (see note 1).

A tax expense of €6 million has been recognised (2023: €111 million tax income). The effective tax rate differs from the regular tax rate. This is largely due to a €37 million downward adjustment of deferred tax assets and the above-mentioned release of the provision in Germany that has not been taxed (see note 10).

A more detailed analysis of the result is included in the ‘Finance in brief’ section of the NS Annual Report.

Material accounting policies

Below is a description of the material 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 endorsed 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. The financial statements are presented in euros and all values have been rounded to the nearest million unless otherwise stated.

Capitalisation of construction period interest during construction phase of new rolling stock

The Group started to allocate construction period interest to assets under construction with effect from 2024. Construction period interest of €47 million was capitalised in 2024, of which €22 million related to 2022 and 2023. For the years before 2022, the capitalisation of construction interest has a very limited impact given the low borrowing rate. In the financial year, a sum of €47 million was capitalised under Assets under construction, of which €13 million has since been transferred to the Rolling stock category as part of the total commissioning.

New standards and amendments to standards that are mandatory from 2024

  • 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);

  • amendments to IAS 7 The statement of cash flows and IFRS 7 Financial instruments: Disclosure: Supplier finance agreements (issued 25 May 2023).

New standards and amendments to standards that are mandatory from 2025 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 2025 or later.

  • IFRS 18 Presentation and Disclosure in Financial Statements (as of 1 January 2027)

  • IFRS 19 Subsidiaries without Public Accountability: Disclosure (as of 1 January 2027)

  • Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (as of 1 January 2025).

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 of 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);

  • impairments (note 15);

  • deferred tax assets (note 11);

  • useful life of rolling stock (note 12);

  • inventories (note 17); 

  • other provisions and off-balance sheet arrangements (note 30 and note 32).

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

Subsidiaries

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 as 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 in the income statement.

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 depreciated or amortised 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 1. All other notes to the financial statements contain amounts for continuing operations, unless otherwise stated.

Foreign currency

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.

Foreign operations

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:

Real estate assets

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. Real estate assets are 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.

Derivatives

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.

Energy-mechanism commitment

The energy-mechanism commitment has been measured at fair value, with partial use of unobservable market sources (level 3). See note 25 for a further explanation.

Segmented information

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.

Going-concern assumption

The Group prepared the financial statements for the 2024 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 changed passenger behaviour. 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.

The key assumptions and uncertainties in the Group’s liquidity forecast relate to:

  • compensation for a foregone 2025 fare increase for the amount of €42 million in 2025;

  • the student public transport contract. The point of departure is that this will continue in its regular form, and these revenues for 2026 will be received in full in advance in the financial forecast period (January 2026);

  • uncertainty about the level of revenue from passengers as a result of changes in passenger demand;

  • uncertainties about cost levels due to shortages on the labour market, raw material prices and inflation;

  • uncertainties about timing of investments in new rolling stock and therefore uncertainties about inflow of new rolling stock and outflow of existing rolling stock.

The liquidity available to the Group at the end of 2024 amounts to €1,481 million. This amount includes investments in two money market funds totalling €1,032 million. The Group has obtained an existing loan facility from a bank, of which €25 million remains. Drawings are to be made by 23 April 2027 and are linked to payments to the supplier under an investment project.

The Group also has access to a revolving credit facility (available until 20 December 2027) totalling €500 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 that there is no material uncertainty.

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