Section 1 General information and significant accounting policies

General Information

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 2020 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 the same as the consolidated figures for NV Nederlandse Spoorwegen. The operating companies of NS Groep NV are listed in note 32. 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 24 February 2021. In its preliminary report to the General Meeting of Shareholders, the Supervisory Board advised that the financial statements should be adopted unaltered. On 24 February 2021, 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 2021.

Pursuant to Section 402(1) of Book 2 of the Dutch Civil Code, a summarised income statement is sufficient in the company financial statements of NV Nederlandse Spoorwegen.

Acquisition and disposal of companies

There were no material acquisitions or disposals in 2020.

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.

Impact of COVID-19

The Group’s net result was €2,581 million negative, partly due to significant impairments (note 14) and a provision for termination payments (note 29) with a total negative impact of €2,343 million. The result was also positively influenced by governmental contributions (note 1) and lower franchise costs in the United Kingdom (note 7). The governmental contributions are shown in the table below. The balance sheet total decreased mainly as a result of the above.

The COVID-19 outbreak in March 2020 had substantial impact on the Group as follows:

• In the Netherlands, in the first lockdown, the number of travellers initially fell to 10% of the comparable period in 2019. NS maintained the timetable (for the most part), partly at the explicit request of the Ministry of Infrastructure and Water Management (I&W). NS makes use of the I&W measure with the pledge to the public transport sector, as a vital sector, of an availability payment (beschikbaarheidsvergoeding) as compensation for the decline in passenger revenue for the period up to and including 30 September 2021. Discussions with the Ministry are still ongoing for the period after 30 September 2021. The availability payment amounts to 93% of the eligible costs, less 100% of the revenues realised during the period from 15 March 2020 to 30 September 2021. Because of downward passenger projections for the longer term, the group has developed plans to cut costs. Part of this is the reduction of FTEs, as also explained in the section of the Annual Report entitled ‘2020: A year dominated by COVID-19’. Discussions with the trade unions and Central Works Council are currently ongoing and this plan therefore contains uncertainty.

• In the United Kingdom, when COVID-19 broke out, the contracting authorities the Department of Transport (hereinafter: DfT) and Transport Scotland (hereinafter: TS) amended the contract terms and conditions for Greater Anglia, East and West Midlands and ScotRail until 30 September 2020 by means of ‘Emergency Measures Agreements’ (hereinafter: EMAs). The contracting authority DfT subsequently followed up on the term of the EMAs with ‘Emergency Recovery Measures Agreements’ (ERMAs) for Greater Anglia, East and West Midlands. These ERMAs have been signed by Abellio. Upon expiration of this form of contract, the contracts may then be converted into new ‘direct award’ contracts. These contractual changes shifted the risk related to passenger revenue to the contracting authorities. As one of the conditions of entering into these ERMAs, the DfT requires a termination payment/net asset payment. A provision has been made for this. Constructive discussions are in progress with Transport Scotland regarding a further extension of the ERMA in respect of the ScotRail franchise. It is assumed that this will be continued from March 2021 to the end of the original franchise period (March 2022).

• Abellio Germany has gross contracts, with no risk being taken on passenger revenues, so that the financial impact of the COVID-19 pandemic is relatively limited. In 2020, Abellio Germany nevertheless incurred a loss due to higher than compensated personnel costs, a difficult start of new franchises, and fines for, among other things, deteriorating punctuality whose causes were beyond Abellio’s control.

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

Additional contributions on franchise contracts in the Netherlands and abroad had the following impact on recognised revenues in 2020. These mainly concern the availability payment for train-related transport in the Netherlands and the amended contract conditions in the United Kingdom.

In addition, in the United Kingdom, the Group received €330 million for the Greater Anglia franchise as a contribution deducted from the franchise fee paid.

With reference to the impact of COVID-19 and the above developments, the Group assessed the value of its assets for possible impairment. Mainly due to the projected decrease in passenger revenue growth in the Netherlands, the new contract forms in the United Kingdom and the aforementioned losses in Germany, the Group recognised the following impairments and provisions.

Continuity assumption

The Group prepared the financial statements for the 2020 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 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.

With regard to the expected cash flow in respect of the hedging the risks arising from the Abellio franchises, conservative estimates have been made and included in the liquidity forecasts. Amended contract forms in the United Kingdom have reduced future liquidity risks from normal business operations.

The most important assumptions and uncertainties in the liquidity forecast relating to the Dutch operations relate to:

• setbacks in passenger revenue. Until at least 30 September 2021, 93% of the eligible costs less passenger revenues are covered by the public transport availability payment;

• timing of the receipt of the 2020 availability payment and advances for 2021 where the group assumes that these will be received in full during the financial forecast period. This concerns an amount of approximately €680 million;

• the student public transport contract will continue in its regular form and these revenues for 2022 will be received in full in advance in the financial forecast period;

• timing of investments in new rolling stock (ICNG and SNG);

• possibility of deferral of payment of payroll taxes in the amount of approximately €450 million. Repayment will begin on 1 October 2021 and will take place over 36 months.

The Dutch liquidity available to the Group at the end of 2020 amounts to more than €600 million. In addition, the Group can draw on a credit facility of €645 million and financing agreements in the amount of €300 million were concluded in December 2020, which are available to the Group as of March 2021. Furthermore, the Group expects to be able to use alternative financing options should the situation so require.

Based on the above, the Group has come to the conclusion that it is appropriate to prepare the financial statements on a going concern basis and that there is no material uncertainty.

New standards and amendments to standards that are mandatory from 2020

As of 1 January 2020, 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 References to the Conceptual Framework in IFRS Standards (effective 1 January 2020);

• Amendments to IFRS 3 Business Combinations (effective 1 January 2020);

• Amendments to IAS 1 and IAS 8: Definition of Material (effective 1 January 2020);

• Interest Rate Benchmark Reform (amendments to IFRS 9, IAS 39 and IFRS 7 and IFRS 16 (effective 1 January 2020).

• Amendment to IFRS 16 Leases Covid-19-related rent concessions (effective 30 June 2020)

New standards and amendments to standards that are mandatory from 2021 or later

The Group has not voluntarily opted for the early adoption of any new standards or amendments to existing standards or interpretations that are only mandatory with effect from the financial statements for 2021 or later.

The following new or amended standards have no significant impact on the consolidated financial statements of the Group:

• Amendments to IFRS 4 Insurance Contracts – deferral of IFRS 9

• Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform – Phase 2

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;

• Impairments (note 3 and 14);

• infrastructure levies and franchise fees (note 7);

• deferred tax assets (note 10)

• trade and other receivables (note 17)

• provision for termination payments/net asset payments (note 29);

• other provisions/off-balance sheet arrangements (note 29 and note 31)

• leases (note 30)

The estimates concerning leases mainly relate to reasonable certainty of any extension and termination options.

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 shortfall is recognised in the income statement. If the Group retains an interest in the former subsidiary, that interest is recognised at the fair value on the date on which the Group ceased to exercise control.

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 gain from a beneficial sale 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.

Currency translation

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 costs of foreign operations are converted into euros at an average exchange rate that 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.

Investment property

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.

Derivatives

The fair value of derivatives is based on the derived market prices, taking account of the current interest rates and estimated creditworthiness of the counterparties to the contract.

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. For finance leases, the market interest rate is determined by reference to similar lease arrangements.

Segment reporting

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.