Abellio Germany

Market context

In Germany the direct financial impact of the coronavirus pandemic has been limited because the risk of lost revenue lies with the Public Transport Authorities, the clients of Abellio Germany. However, there are external factors other than the coronavirus pandemic that have made the operation on the German market loss-making as in previous years and have led to unforeseen costs:

• Increased track maintenance leads to higher costs for replacement transport and penalties for not achieving the performance targets for punctuality, while the transport operators have no influence on this.

• The collective labour agreement for train crews and developments in the labour market have led to higher personnel and training costs.

• Circumstances beyond the control of the train operators occurred and yet penalties were imposed. An example of this was the severe snowstorm in the winter of 2021 in central Germany.

The increase in costs is not sufficiently covered by the indexation mechanisms included in the transport contracts, nor is this compensated in any other way. None of the parties involved could foresee these additional costs when the bids were made or when the individual transport contracts were signed. All bids for these contracts date from before 2016 and no new contracts have been added since then. The regional railway sector is facing similar operational and financial problems, leaving other public transport companies in the same position as Abellio Germany. For example Keolis also ended its operations in North Rhine-Westphalia on 31 December.

Rising costs in recent years have had a very negative impact on Abellio Germany’s results and have led to losses. Due to these unforeseen circumstances, Abellio Germany foresaw a situation with losses in the longer term, which was not sustainable without significant financial support and/or changes to these contracts. Abellio Transport Holding bv, the shareholder of Abellio Germany, has financed these losses with the support of NS since the situation became clear. This was done on the assumption that Abellio Germany would come up with long-term solutions together with the public transport authorities.

Discussions with public transport authorities and internal measures

Abellio Germany entered into discussions with the public transport authorities at an early stage and asked for compensation for the costs of external factors. In order to continue the German operations, it was essential to agree on a structural adjustment in the compensation for cost increases caused by external factors. This also applies to the compensation for penalties imposed for not achieving certain performance targets and costs for replacement transport due to infrastructure works. In parallel with the discussions with the public transport authorities, Abellio Germany also took internal measures to increase efficiency and reduce costs. However, these internal measures are not sufficient in themselves, as they do not outweigh the increased external costs. Abellio Germany has discussed this with the relevant public transport authorities, but it has turned out to be a lengthy process. In 2020, basic principles were agreed with these authorities. For the North Rhine-Westphalia and central Germany regions, a decisive answer was expected in the first half of 2021, proposing a long-term solution. Unfortunately, the negotiations did not lead to compensation for the unforeseen circumstances and Abellio Germany was forced to file for provisional insolvency proceedings with the courts (on 30 June 2021). The aim of these proceedings was to find a viable long-term solution by restructuring the activities and loss-making contracts of all entities of Abellio Germany.

Restructuring of Abellio Germany

On 30 June 2021, the German court granted the request of Abellio Germany and its subsidiaries to initiate so-called Schutzschirmverfahren (special insolvency proceedings). These provisional insolvency proceedings under German law were initiated for each of the legal entities. This made it possible to work on a solution per entity together with the most important clients, rather than a solution for the whole of Abellio Germany. The ruling by the German insolvency court of Berlin Charlottenburg resulted in Abellio Germany losing control as a shareholder of the entities. As the consolidation criteria were no longer met, NS deconsolidated all German entities as of 30 June 2021 and valued them at nil. As a result of the court rulings, the local management has been placed under the supervision of a court-appointed receiver. They together had to draw up plans to restructure the entities.

Outcome of the insolvency proceedings

On 1 October 2021, the German insolvency court started the main proceedings for all German Abellio entities, with the expectation that a solution for the loss-making franchises could be found for each of the entities together with the public transport authorities. The status of the insolvency proceedings for each entity is described below. NS would like to emphasise that the outcome of the insolvency proceedings in Germany, given its nature, cannot be predicted and could materially adversely affect future operating results.

WestfalenBahn and PTS

WestfalenBahn and PTS both operated profitably until the start of the insolvency proceedings on 30 June 2021. These entities had to be included in the proceedings because they were an integral part of Abellio Germany. In February 2022, the shares in WestfalenBahn and PTS were transferred to a new German holding company within the NS group after the insolvency proceedings were closed. As the proceedings had not yet been completed by 31 December 2021, the companies remained deconsolidated at year-end 2021.

Abellio Rail Mitteldeutschland

A restructuring plan for Abellio Rail Mitteldeutschland is being discussed with the local public transport authorities. This will be laid down in an insolvency plan to be approved by the meeting of creditors and the court. The essence of the agreement is that the STS contract will continue until its expiry date (December 2030) and that the DISA contract will end early (December 2024 instead of 2032). This will give the public transport authorities sufficient time to organise a new tendering procedure for the DISA franchise. When the insolvency proceedings are terminated, presumably sometime in the first half of 2022, the shares will revert to NS.

Abellio Rail Baden Württemberg

An agreement was reached between the company’s administrator and the local public transport authority to transfer the shares in Abellio Rail Baden Württemberg, including the transport contract with Stuttgarter Netz/Neckartal, to the local transport company (SWEG) as of 1 January 2022. SWEG is owned by the State of Baden-Württemberg.

Abellio Rail in North Rhine-Westphalia

In September 2021, Abellio Germany and the public transport authorities concluded an agreement to secure passenger transport until 31 January 2022. This continuation agreement laid the foundations for the negotiation of a long-term solution. However, these negotiations failed despite the fact that Abellio Germany and the shareholder ATHBV went to great lengths to reach a solution.

Abellio Germany made an offer to the public transport authorities to continue three of the five transport contracts until their normal expiry dates (2028-2034) and to terminate the contracts with S-Bahn Rhein-Ruhr and Rhein-Ruhr-Express early in December 2023. This would give the public transport authorities sufficient time to retender these two contracts. Abellio Germany believes that under the current circumstances this was the best solution both financially and operationally for the employees, passengers and the public transport authorities. The public transport authorities demanded a substantial termination fee on top of an amount equal to the guarantee that Abellio was willing to finance. Abellio Germany and its shareholder ATHBV considered this additional demand by the public transport authorities to be too high. This led the public transport authorities to reject Abellio Germany’s offer. All five contracts were transferred to other operators on 1 February 2022 by means of emergency two-year contracts at significantly higher costs than Abellio’s proposal. Abellio Germany was excluded from the tender procedure. The handover to the three new operators took place on 31 January 2022. Since the public transport authorities rejected the offer, Abellio Germany has focused on an orderly transfer of the train service and related activities.

Abellio GmbH

Abellio GmbH is the German holding company and is also subject to the court-ordered restructuring programme.

Rail franchises in Germany

Abellio Germany was founded in 2004 as a regional carrier in Essen and in 2008 NS acquired the company (Abellio GmbH; ‘Abellio Germany’). In 2021, Abellio Germany operated rail franchises in Baden-Württemberg, North Rhine-Westphalia, Lower Saxony and central Germany (Saxony, Saxony-Anhalt and Thuringia). Abellio in Germany is also the owner of the Neuss-based cleaning and security company PTS, which provides services to several franchises run by Abellio and other operators in Germany.

Financial result 2021

Abellio Germany has been deconsolidated as of 30 June 2021. In the first half of 2021, Abellio Germany achieved revenues of € 378 million (full year 2020: € 744 million). The consolidated result in the first half of the year was a negative EBIT of € -22 million (full year 2020: € -127 million, including asset impairments of € 84 million). In addition, since 1 July 2021, NS has financed the costs of restructuring and terminating the contracts in Baden-Würtenberg and North Rhine-Westphalia, expected to amount to approximately € 101 million. After the restructuring, Abellio’s operations are expected to at least be self-financing. 

Outlook 2022

The insolvency proceedings for WestfalenBahn, PTS were terminated in February 2022 and are expected to be terminated for Abellio Rail Mitteldeutschland in the first half of 2022. The shares of these entities will be transferred to a new German holding company within the NS group and these entities will subsequently be consolidated again. Abellio Rail in North Rhine-Westphalia will be liquidated by the trustee. The total number of employees is expected to decrease from just over 3,000 FTEs on 30 June 2021 to around 1,500 FTEs in 2022 due to the smaller number of franchises. The new German organisation is based on the functional structure implemented for all of Germany in 2021, with one central management team, which will be appropriate for the scope of the future operations. After successful completion, the two remaining operators will work together to ensure synergy and better alignment of existing processes. This will take place in line with the NS strategy to contribute to better connections between the Netherlands and Germany, in the interest of Dutch travellers.