Abellio

Abellio Transport Holding BV and Transport Holding Germany BV  (together ‘Abellio’) are fully-owned subsidiaries of NS and operate in the passenger transport markets in the United Kingdom (UK) and Germany.

NS’s foreign strategy

Abellio was founded in 2002 to prepare NS for the liberalisation of the European rail market and help NS to achieve its objectives in the Netherlands. In 2018, NS revised its foreign strategy in respect of Abellio, which covers Abellio UK and Abellio Germany. In short, activities abroad have since had to serve the interests of passengers in the Netherlands, for example by improving cross border connections.

As a result of the revised foreign strategy, Abellio UK has no longer been of strategic interest to NS. NS has been working on exiting the British market, which initially took some time due to the uncertain British rail market and the high guarantees that NS had outstanding for the UK rail contracts (originally circa €0.5 billion). Fundamental changes to the UK’s rail system have now been implemented and in 2022 NS has been granted approval from its shareholder, the Dutch Ministry of Finance, to divest its British activities. As from 31 May 2022, Abellio Transport Group Ltd and its subsidiaries have been classified as ‘activities held for sale’. The activities are expected to be transferred to Abellio UK’s current management by way of a management buyout (MBO) at the end of February 2023. After completion of the transfer, the UK current management will manage the unwinding of the old franchise contracts, including the remaining outstanding guarantees by NS for these franchises of circa € 0.3 billion at the end of 2022, and legacy items on behalf of NS.

NS’s activities in UK and Germany

The rail markets in both UK and Germany have been difficult to operate in in the past years. In the UK a reform of the national railway industry is ongoing, which anticipates to achieve better alignment between track and train, to facilitate future climate targets and a return of growth in mobility. During 2022 the business environment continued challenging with a relatively unstable political environment in UK  and adverse economic circumstances with high inflation and a series of national strikes. Passenger railway contracts have historically been tendered as net contracts, meaning that passenger revenue risk is taken by the operator and any subsidy received is calculated on costs net of revenue. Since the start of the corona virus pandemic for most UK railway contracts a temporary emergency agreement has been in place to compensate for the loss of passenger revenue due to the pandemic. These have gradually moved into National Rail Contracts (NRCs) where most of the revenue risk, cost risk and investments are for the account of the franchising bodies. In September 2021 NRCs have been concluded for Greater Anglia and West Midlands and in October 2022 for East Midlands. The emergency agreement for ScotRail has ended on 31 March 2022 and the contract has been subsequently handed back to the Scottish Government.

In Germany the financial corona impact was minimal as most passenger railway contracts are tendered as gross contracts, meaning that passenger revenue risk is retained by the tendering Public Transport Authority (PTA) and any subsidy received is based on the gross costs of the contract. The gross costs is exactly where the difficulty for Germany lies as the staff indexation mechanisms in the contracts do not cover for unforeseen changes in labour agreements causing additional costs and also penalties for causes outside of the control of the operator are not compensated. Unfortunately negotiations did not result in additional compensation for these unforeseen circumstances. Hence, a restructuring was deemed necessary by means of protective shielding procedures starting 30 June 2021 in order to avoid continuation of loss making contracts.  A protective shielding procedure is a preliminary insolvency procedure whereby local management stays on board under supervision of a ‘trustee’ appointed by the court in order to find a viable solution together with the PTAs. The former shareholders lost control. In 2022 Abellio Germany has completed its restructuring. Control was regained by NS -via the newly incorporated holding companies Transport Holding Germany BV and ATH Rail Transport Beteiligungsgesellschaft Deutschland GmbH- over PTS GmbH (as at 1 February 2022), WestfalenBahn GmbH (as at 1 March 2022) and Abellio Rail Mitteldeutschland GmbH (as at 1 July 2022). From those dates onwards, these entities have been included in the consolidation again. The activities in North Rhine-Westphalia and Baden-Württemberg were discontinued and transferred to operators appointed by the PTAs, as an agreement could not be reached with the PTAs on additional compensation for operating the franchises. NS has contributed to the costs of the restructuring, including Baden-Württemberg and North Rhine-Westphalia, for a total amount of circa €100 million. In addition it has been agreed that the loss making DISA contract will be continued by Abellio Rail Mitteldeutschland until December 2024 (instead of December 2032) at the cost of NS to allow sufficient time for the PTAs to retender. The insolvency proceedings regarding the former German holding company Abellio GmbH are still in progress. The legal completion of these proceedings could take quite some time. The nature and outcome of an insolvency process are unpredictable. Hence, the operating result and cash flow in future years could be affected by an (un)favourable outcome compared to current estimates that have been made.

Capital at risk

In 2022 Abellio (consists of Abellio Transport Holding BV and Transport Holding Germany BV) worked within the capital at risk framework which has been agreed between the Dutch Ministry of Finance and NS in 2016. With this framework NS and its subsidiary Abellio can develop foreign activities. The framework stipulates how much capital at risk can be invested in the UK and Germany. Foreign franchises and concessions, like Dutch activities, involve (financial) risks. The core of the framework is that an upper limit has been set for the capital at risk that NS, as the parent of Abellio, may allocate for its foreign activities of Abellio. This consists of € 500 million for invested capital (defined as NS share in Abellio equity) and issued guarantees (Box 1). An additional limit of € 500 million applies to the contracts in the UK for specific parent company guarantees (PCS) that the franchise provider in the UK required from the ultimate shareholder (Box 2). These guarantees can be seen as a contingent contribution in capital which can be drawn as a subordinated shareholder loan to support activities of the franchise and to fulfil required liquidity ratios. For the new NRC contracts the PCS and performance guarantees have decreased to £12m per contract and have been provided at the Abellio UK level. Therefore the PCS facilities as provided by NS have reduced further in 2022 due to the termination of the franchise agreements. After the unwinding of the former franchise agreements, expected in the course of 2023, the PCS facilities of NS will disappear. After the restructuring of the UK and German activities has been finalised also the capital at risk framework will need to be redefined.

• * Comparative figures have been adjusted with investment in Transport Holding Germany BV
• ** Guarantees provided by NS have increased due to the transfer of guarantees by Abellio Transport Holding BV as a result of the restructuring

Key figures 2022 per country

Germany

During 2021 and 2022 Abellio Germany has been in the process of restructuring the German activities that have been in insolvency proceedings since 30 June 2021. As the consolidation criteria were no longer met, NS deconsolidated all German entities as of 30 June 2021 and shareholder loans (€ 93 million) and equity value (€ -46 million) have been valued at zero.

After the agreement of an insolvency plan NS regained control over the companies PTS, WestfalenBahn and Abellio Rail Mitteldeutschland in the course of 2022. The shares have been acquired by an new German holding company with its shareholder being, Transport Holding Germany BV, all within the NS Group. The total revenue in 2022 (from the date of regaining control) amounts to € 256 million. The German activities generated an operating profit (EBIT) of € 2 million in 2022.

A provision for guarantees recorded by the shareholder in 2021 in connection with the uncertainties arising as a result of the insolvency process has been released in 2022 for an amount of € 77 million as the related operations will now continue. The release has been accounted for as ‘net financial result’. Also an impairment of € 9 million recorded in 2021 by the shareholder with respect to the re-acquisition of German entities has been reversed. The first time consolidation in 2022 of the German entities resulted in an accounting upside of € 99 million due to acquisition accounting whereby assets and liabilities are reassessed and shareholder liabilities as well as part of the creditor liabilities are released as agreed in the insolvency plan. This upside in 2022 should be seen in conjunction with the impairment of shareholder loans of € 93 million when NS lost control in 2021 and the contribution to the restructuring of circa € 100 million.  The aforementioned items have been recognised under the net financing result in 2022 and 2021.

UK

The UK activities are classified as ‘held for sale’ from 31 May 2022 in view of the anticipated management buyout. Consequently, the results for 2022 have been classified as ‘results from discontinued operations’, with the results for 2021 having been restated for comparison. Without the accounting implications of the classification as ‘activities held for sale’, Abellio UK realized an operating profit (EBIT) of € 74 million, including a non-recurring income of € 30 million as a result of the release of a provision. The ScotRail franchise and therefore Abellio’s activities in Scotland ended on 31 March 2022 as Transport Scotland did not use its options to extend the contract for another three years.