32. Off-balance sheet arrangements

A number of investigations are ongoing against NS and/or group companies and various claims have been filed that are being contested by NS. Provisions have been made for these where deemed necessary. A number of important issues are explained below.

Long-term contracts

At the end of 2025, there will be a number of multi-year financial obligations to third parties. These primarily relate to lease agreements for trains, company cars, and reproduction equipment. Secondly, there are multi-year contracts for services provided by third parties in the areas of automation, maintenance, and cleaning.

Energy contracts

As at 31 December 2025, the purchase obligation for traction electricity contracts, given the volumes already hedged, the Programme Responsibility (PV) fee, and the surcharge for green electricity, amounts to €298 million (year-end 2024: €384 million). For the years 2025–2027, the purchase obligation relates to the contractual value of the traction electricity purchased for those years, the expected remuneration for PV and the expected surcharge for green electricity. The contract value of any traction electricity purchased for delivery in 2028 and thereafter is also part of this purchase obligation.

EPC offers NS the option to purchase traction electricity for the period after 2027. This purchased traction electricity will be included in a new supply contract if this contract is not renewed. NS has two renewal options of one year each, subject to EPC's approval. Upon renewal of this contract, this purchased traction electricity will become part of the existing (renewed) contract.

The expected volume of traction electricity to be used in 2025 is almost entirely covered. The expected volumes for the years 2026–2030 are partially covered (100% for 2026, 100% for 2027, 43% for 2028, 25% for 2029, and 4% for 2030). Additional costs such as transport costs and energy tax are not included in the purchase obligation shown. Based on the daily determined risk position and the subsequent settlement between NS and EPC, NS provided €17 million (year-end 2024: €16 million) in cash collateral to EPC as security for the risks EPC runs in relation to this contract as at 31 December 2025.

For further information on energy contracts, see note 26.

Fiscal unity

All Dutch subsidiaries belonging to the Group for corporate income tax purposes are included in the NV Nederlandse Spoorwegen fiscal unity. As a result, the Group is jointly and severally liable for the tax liabilities of the subsidiaries included in the fiscal unity.

Investment commitments

At year-end 2025, the Group has outstanding investment commitments from continuing operations of €1,499 million (2024: €1,175 million), mainly for the purchase and overhaul of trains and investments in station environments.

Contingent liabilities

Of the Group's share in the issued share capital (converted to €162 million) of Eurofima, €32 million has been paid up. The Group has a callable payment obligation and guarantee obligations of €293 million. The obligation may be called upon if Eurofima's equity position gives cause to do so.

Contingent assets

The Group has various outgoing claims and/or disputes that have not been valued because the outcome of these cases is uncertain.

Guarantees

The Group has provided guarantees amounting to €216 million (31 December 2024: €261 million) in relation to the performance of former franchises in the United Kingdom and Germany.

Franchises

During 2025, the Group has the following franchises in the Netherlands.

Main rail network transport franchise 2025-2033

The new HRN franchise, which was awarded to NS Reizigers BV by the Ministry of Infrastructure and Water Management (I&W) in December 2023, commenced on 1 January 2025. The franchise runs until December 2033. The franchise agreement, which is public and can be consulted online, sets out the conditions under which NS provides train services on the main rail network. In return for providing these services, NS receives a subsidy of €13 million per year.

The new franchise includes a bonus-malus system similar to that in the 2015-2024 franchise. If NS fails to achieve the minimum targets in any given year, it will owe a sum of money to I&W. In addition, targets have been agreed for 2029 and 2033. If these targets are (more than) achieved, NS will receive a bonus, while NS will owe a sum of money if the targets are not achieved.

Given the uncertainty about the recovery of passenger numbers after the coronavirus crisis and structural changes in travel behaviour, a risk-sharing measure has been agreed in the new franchise with regard to the development of the number of passenger kilometres. Up to a certain limit, deviations in passenger kilometres are considered a normal business risk that is entirely at the expense and risk of NS. Outside these limits, 75% will be borne by the franchise grantor and 25% by NS. Any payments from NS to I&W and vice versa are capped.

The franchise sets the maximum return on the franchise at 6.3% (average ROI / average invested capital). Any return above this limit must be repaid by NS to the franchise grantor.

Agreements have been made with the government regarding the transfer and use of production resources during the transition or termination of the franchise for the main rail network.