Section 1 General information and material accounting policies

General information

NV Nederlandse Spoorwegen is located at Laan van Puntenburg 100 in Utrecht in the Netherlands (Chamber of Commerce number 30012558) and is a 'public limited company'. The company's consolidated financial statements for the 2025 financial year (period from 1 January 2025, to 31 December 2025) comprise the company and its subsidiaries (hereinafter referred to as the Group) and the Group's interest in participating interests and companies over which joint control is exercised 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 various business activities of the group. The figures in the consolidated financial statements of NS Groep NV are materially the same as the consolidated figures of NV Nederlandse Spoorwegen. The operating companies of NS Groep NV are listed in note 33. The Group's activities mainly concern passenger transport, real estate management and development, and the operation of station locations in the Netherlands.

The Executive Board prepared the financial statements on 2 March 2026. In its preliminary advice to the General Meeting of Shareholders, the Supervisory Board recommended that the financial statements be adopted unchanged. The Executive Board and Supervisory Board approved the publication of the financial statements on 2 March 2026. The General Meeting of Shareholders will decide on the adoption on 13 March 2026.

Pursuant to Section 2:402(1) of the Dutch Civil Code, a concise profit and loss account is sufficient for the company financial statements of NV Nederlandse Spoorwegen.

Acquisition and sale of companies

No companies were acquired or sold in 2025.

Important developments (in terms of results)

The Group's operating result was €460 million positive. The most important developments are:

  • The increase in revenue in 2025 compared to 2024 is due to a slight increase in passenger kilometres and the price increases that were implemented.

  • The increase in expenses in 2025 compared to 2024 is mainly due to higher wage costs as a result of collective labour agreement increases and higher energy costs. Part of the increase is mitigated by the fact that no franchise fee is payable for 2025, but a franchise subsidy has been received.

  • As a result of the heavy labour scheme as agreed in the collective labour agreement, a provision for the heavy labour scheme has been made at the expense of the result for an amount of €188 million.

  • The net effect of the impairment test in the Netherlands was €582 million (consisting of a reversal of the impairment at year-end 2025 of €468 million and a lower depreciation charge for 2025 of €114 million, see note 15).

The net financing result is €28 million negative (2024: €30 million positive). The development of the financing result in 2025 compared to 2024 is caused by higher interest expenses of €12 million, lower allocation of construction interest to works and equipment under construction for an amount of €21 million in 2025 (2024: €47 million) and a release of provisions and guarantees in relation to the insolvency proceedings in Germany of €14 million in 2024, see note 30.

A tax expense of €54 million has been recognised (2024: €6 million tax expense). The effective tax rate differs from the regular tax rate. This is mainly due to the revaluation of deferred tax assets in the amount of €58 million (see note 10).

A more detailed analysis of the result is included in the 'Financial performance' section of the NS Annual Report.

Material accounting policies

The following is an explanation of the material principles for consolidation, the accounting of assets and liabilities, and the determination of the Group's result. These principles are in accordance with IFRS, as adopted by the EU, and are applied consistently to all information presented. Furthermore, where applicable, the statutory provisions regarding the financial statements as included in Title 9, Book 2 of the Dutch Civil Code are complied with. Unless otherwise stated, the Group uses the historical cost system as its accounting policy. The financial statements are presented in euros and all values are rounded to the nearest million, unless otherwise indicated.

New standards and amendments to standards that are mandatory from 2025

With effect from 1 January 2025, the Group has adopted the following new standards and amendments to standards, including all resulting amendments to other standards. These new or amended standards have not had a significant impact on the Group's consolidated financial statements:

  • Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Convertibility;

New standards and amendments to standards that are mandatory from 2026 or later

The Group has not voluntarily applied any new standards, amendments to existing standards, or interpretations that are not yet mandatory for the 2026 financial statements or later.

The following standards are effective from January 1, 2027:

  • IFRS 18 Presentation and disclosure in the financial statements. The Group will examine the impact of this guideline on the presentation of the income statement and the inclusion of so-called 'non-GAAP measures' in the financial statements in the coming period.

  • IFRS 19 Subsidiaries not subject to public accountability: Disclosure requirements.

Change in estimate for depreciation of equipment

In the first half of 2025, NS launched an investigation into whether the current depreciation policy for rolling stock is still in line with current insights into the maintenance of rolling stock. Previously, rolling stock was initially depreciated on a straight-line basis over a period of 20 years, after which any modernisations were then depreciated over 18 years. This investigation concluded that this depreciation concept is no longer appropriate for part of the rolling stock fleet.

NS applied a technical lifespan of 20 years to all rolling stock, followed by modernisation, with these investments being depreciated over a period of 18 years. However, in the first half of 2025, it was determined that a longer service life is possible for part of the rolling stock if an appropriate periodic maintenance regime is implemented and modernisation is not automatic. For these types of rolling stock, modernisation after 20 years is therefore no longer the automatic starting point, and the expected service life is now 30 years. As at July 1, 2025, this part of the equipment will be depreciated on a straight-line basis over 30 years, with further maintenance and repair expenses being recognised directly as costs in the income statement throughout the entire period of use.

This change in the estimate has led to a reduction in depreciation charges in 2025 of €38 million and an increase in maintenance costs of €1 million. For the next two years, depreciation charges are expected to be €76 million lower per year, while maintenance costs are expected to be €8 million higher in 2026 and €35 million higher in 2027.

The change in estimate has been accounted for prospectively in accordance with IAS 8.

Estimates and assessments

The preparation of the financial statements requires the Board of Directors to make judgments and estimates that affect the application of accounting policies and the reported value of assets and liabilities and income and expenses. The estimates and related assumptions are based on past experience and various other factors that are considered reasonable under the circumstances. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed periodically. Revisions to 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 significant estimates and assessments relate to:

  • going concern assumption (as included in the section 'Going concern assumption');

  • impairment (note 15);

  • deferred tax assets (note 11);

  • economic useful life of rolling stock (note 12);

  • inventories (note 17);

  • liabilities arising from employee benefits (including the heavy labour scheme) (note 29)

  • other provisions and arrangements not included in the balance sheet (note 30 and note 32).

The accounting policies set out below have been applied consistently for the periods presented in these consolidated financial statements.

Principles for consolidation

Subsidiaries

The Group controls an entity if, based on its involvement with the entity, it is exposed to or has rights to variable returns and has the ability to influence those returns through its control over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control is first acquired until the date on which it ceases.

Upon loss of control over the subsidiary, the assets and liabilities of that subsidiary, any minority interests, and other assets 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 accounted for using the acquisition method as at the date on which control is transferred to the Group. The consideration transferred for the acquisition is measured at fair value, as are the net identifiable assets acquired. Any resulting goodwill is tested annually for impairment. 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

Intragroup balances and transactions, as well as any unrealised gains and losses on transactions within the Group or income 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 to the extent that there is no indication of impairment.

Non-current assets held for sale and discontinued operations

The Group classifies non-current assets and groups of assets that are being disposed of as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. Non-current assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. The criteria for classification as held for sale are only considered to be met when the sale is highly probable, and the asset or group of assets being disposed of is immediately available for sale in its present condition. Actions necessary to complete the sale should indicate that it is unlikely that significant changes to the sale will be made 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 component of the Group that has either been disposed of or classified as held for sale, represents a separate major line of business or geographical area of operations, and is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations.

Property, plant, and equipment, intangible assets, 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 indicated.

Foreign currency

Foreign currency transactions

Transactions denominated in foreign currencies are translated into the relevant functional currency of the group entities at the exchange rate prevailing on the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate prevailing on the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated into the functional currency at the exchange rates prevailing on the dates when the fair values were determined. Non-monetary assets and liabilities denominated in foreign currencies 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 designated as hedges of the net investment in a foreign operation;

  • eligible cash flow hedges to the extent that 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 rate prevailing on the reporting date. The income 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 recognised in other comprehensive income and included in the translation reserve. If the Group loses control, significant influence, or joint control upon the sale of a foreign operation, the cumulative amount in the translation reserve is transferred to profit or loss when the gain or loss on the sale is recognised. If the Group sells only part of its interest in a subsidiary, while retaining control, the relevant proportionate share of the cumulative amount is reattributed to the minority interest. If the Group sells only part of its interest in an associate or joint venture, while retaining significant influence or joint control, the relevant proportionate share of the cumulative amount is transferred to the income statement.

Fair value measurement

A number of the Group's accounting policies and disclosures require the determination of the fair value of both financial and non-financial assets and liabilities. For accounting and disclosure purposes, fair value has been determined using the following methods:

Real estate

Given the nature, diversity, and locations (station environments) of the real estate portfolio, fair value is not determined periodically unless there are indications of impairment. The fair value is expected to exceed the carrying amount of the real estate objects. Real estate objects are valued at cost less cumulative depreciation and cumulative impairment losses.

Investments in financial fixed assets

The fair value of debt investments is determined on the basis of the price on the reporting date. The fair value of equity investments (Eurofima) is determined on the basis of the most recent available financial statements.

Derivatives

The fair value of derivatives is determined on the basis of derivative market quotations, taking into account the current interest rate and the estimated creditworthiness of the counterparties to the contract.

Assets held for sale

Assets held for sale are measured at fair value, with the fair value based on the direct proceeds less expected selling costs.

Non-derivative financial liabilities

The fair value of non-derivative financial liabilities is determined for disclosure purposes and calculated based on the present value of future repayments and interest payments, discounted at the market interest rate on the reporting date.

Energy mechanism liability

The energy mechanism liability is measured at fair value, partly using unobservable market sources (level 3). For further explanation, see note 25.

Segmented information

The Group is not required to comply with the requirements of IFRS 8, as it is not listed on a stock exchange. In order to comply with Dutch legislation and regulations, segment information is included by geographical area with regard to revenue and FTEs.

Principles consolidated cash flow statement

The cash flow statement is prepared using the indirect method and is based on a comparison between the opening and closing balances for the financial year in question. The result is adjusted for changes that did not result in receipts or expenditures during the financial year. 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 has prepared the financial statements for the 2025 financial year on the basis of the going concern principle, which assumes the continuity of current business activities and the realisation of assets and settlement of liabilities in the normal course of business.

The Group has prepared financial forecasts, including for the twelve months from the date of approval of these financial statements, which also 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 various scenarios, each of which allows for the possibility of disappointing revenues and/or expenses.

The main assumptions and uncertainties in the liquidity forecast relating to the Group concern:

  • Public transport student card contract: the assumption is that this will continue in its regular form and that these revenues for 2026 will be received in full in advance during the period of the financial forecast;

  • uncertainties about the level of passenger revenues as a result of changes in passenger demand;

  • uncertainties about cost levels as a result of labour market shortages, raw material prices, and inflation;

  • uncertainties about the timing of investments in new rolling stock and, consequently, uncertainties about the inflow of new rolling stock and the outflow of existing rolling stock.

The Group's available liquidity amounted to €1,298 million as at 31 December 2025. This amount includes investments in two money market funds totaling €861 million. The Group has an existing loan facility, of which €25 million remains, obtained from a bank, whereby drawings must be made before 23 April 2027, and whereby drawings are linked to payments to the supplier under an investment project.

The Group can also make use of a revolving credit facility (available until 20 December 2029) totaling €325 million.

The Group expects to be able to make use of alternative financing options if the situation so requires.

Based on the above, 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.

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