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TRATON SE

Annual / Quarterly Financial Statement Mar 5, 2024

272_10-k_2024-03-05_48eba0f8-4740-4736-965f-89848aae73ae.pdf

Annual / Quarterly Financial Statement

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Annual Financial Statements of TRATON SE

2023

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Report. Annual Financial Statements of TRATON SE for the fiscal year from January 1 through December 31, 2023 3 Income Statement 4 Balance Sheet 5 Notes to the Annual Financial Statements 6 Members of the Supervisory Board and Executive Board and their Appointments 27

1 2 3

Combined Management Report
51
Further Information 52
The management report for TRATON SE
and the management report for
the Group have been combined in
accordance with section 315 (5) of the
Handelsgesetzbuch (HGB — German
Commercial Code) in conjunction
with section 298 (2) of the HGB and
published in TRATON's 2023 Annual
Report.
Responsibility Statement
Independent Auditor's Report
Publication Details
53
54
61

CONTENTS

1 ANNUAL FINANCIAL STATEMENTS OF TRATON SE

Annual Financial Statements of

TRATON SE

FOR THE FISCAL YEAR FROM

2023

JANUARY 1 THROUGH DECEMBER 31,

Annual Financial Statements of
TRATON SE
3
Income Statement 4
Balance Sheet 5
Notes to the Annual Financial Statements 6
Members of the Supervisory Board and
Executive Board and their Appointments 27

Income Statement

ANNUAL FINANCIAL STATEMENTS OF TRATON SE

Income Statement

for the period from January 1 through December 31, 2023

€ thousand Note 2023 2022
Net investment income/expense (1) 839,319 –150,425
Income from long-term loans (2) 189,191 46,192
Net interest income/net interest expense (3) –247,704 11,511
Sales revenue (4) 35,596 25,579
Cost of sales –33,429 –23,519
Gross profit 2,167 2,060
General and administrative expenses (5) –137,310 –101,868
Other operating income (6) 381,006 495,146
Other operating expenses (7) –381,061 –562,710
Income taxes (8) –81,045 –574
Earnings after tax 564,563 –260,668
Net income/loss for the year 564,563 –260,668
Profit carried forward from the previous year 15,768 26,436
Withdrawal from capital reserves 400,000 600,000
Allocation to retained earnings –28,228
Net retained profit 952,103 365,768

Balance Sheet

Balance Sheet

as of December 31, 2023

€ thousand Note Dec. 31, 2023 Dec. 31, 2022
Assets
Intangible assets 1,852 2,768
Property, plant, and equipment 2,384 2,678
Financial assets 22,844,483 20,547,478
Fixed assets (9) 22,848,719 20,552,924
Receivables and other assets (10) 2,081,065 5,035,439
Bank balances 219,534 77,169
Current assets 2,300,599 5,112,608
Deferred charges and prepaid expenses (11) 12,500 4,419
25,161,818 25,669,951
Equity and liabilities
Subscribed capital 500,000 500,000
Common shares 500,000,000 500,000,000
Contingent capital in € thousand 50,000 50,000
Capital reserves 13,295,313 13,695,313
Retained earnings 28,228
Net retained profit 952,103 365,768
Equity (12) 14,775,644 14,561,081
Provisions for pensions 4,272 3,828
Tax provisions 154,272 78,385
Other provisions 104,538 83,650
Provisions (13) 263,082 165,863
Liabilities to banks 3,643,978 3,988,706
Other liabilities 6,478,534 6,953,003
Total liabilities (14) 10,122,512 10,941,709
Deferred income 580 1,298
25,161,818 25,669,951

Statements

Notes to the Annual Financial

NOTES TO THE ANNUAL FINANCIAL STATEMENTS

Basis of Presentation

TRATON SE has its registered office in Munich, Germany, and is entered in the commercial register at Munich Local Court under no. HRB 246068. The Annual Financial Statements of TRATON SE for the fiscal year from January 1 through December 31, 2023, have been prepared in accordance with the provisions of the Handelsgesetzbuch (HGB — German Commercial Code) and the SE Regulation, in conjunction with the Aktiengesetz (AktG — German Stock Corporation Act). The provisions for large stock corporations apply.

To enhance clarity, individual items in the balance sheet and income statement have been combined. These items are disclosed separately in the Notes to the Annual Financial Statements. All figures shown have been rounded so minor discrepancies may arise from addition of these amounts. To improve comparability, certain prior-period information was adjusted to reflect the current presentation. Comparable prior-year figures are presented in brackets alongside the figures for the fiscal year under review.

The income statement has been prepared using the cost of sales method.

As of the reporting date of December 31, 2023, TRATON SE was an 89.72%-owned direct subsidiary of Volkswagen Finance Luxemburg S.A., Strassen, Luxembourg (Volkswagen Finance Luxemburg), which in turn is a wholly owned subsidiary of Volkswagen Aktiengesellschaft, Wolfsburg (Volkswagen AG). TRATON SE is included in the consolidated financial statements of Volkswagen AG, Wolfsburg (largest basis of consolidation). TRATON SE prepares consolidated financial statements for the smallest basis of consolidation. Both sets of consolidated financial statements are published in the Company Register.

At its meeting on March 20, 2023, the TRATON SE Supervisory Board revised the composition of the Company's Executive Board. The appointment of Christian Levin, Chairman of the Executive Board of TRATON SE and Chief Executive Officer of Scania CV AB, was renewed until January 2029. Furthermore, Executive Board member Antonio Roberto Cortes, who is also Chief Executive Officer of Volkswagen Truck & Bus, will remain on the Executive Board until January 2027. Dr. Michael Jackstein has been heading the combined Finance and Human Resources division of TRATON SE, which also includes the Business Development division, since April 1, 2023. Former Executive Board members Bernd Osterloh (Human Resources) and Annette Danielski (Finance and Business Development) left the Executive Board on this date. At the same time, the introduction of the new Global Product Management area of responsibility within the Executive Board safeguards the heart of the business model: the strategic and operational integration of the commercial and industrial systems of the four brands and coordinated Group functions. Catharina Modahl Nilsson has been responsible for this since April 1, 2023.

The Schuldscheindarlehen that had been placed by TRATON SE in 2021 were drawn down in the amount of €700 million (previous year: €700 million) as of December 31, 2023.

TRATON SE's total liquidity reserve consists of unused confirmed credit lines of €8,000 million (previous year: €6,780 million), including €3,500 million (previous year: €2,280 million) from Volkswagen AG. A further €4,500 million (previous year: €4,500 million) is attributable to the syndicated loan that TRATON SE entered into on July 28, 2020, and increased from €3,750 million to €4,500 million on December 15, 2021. The revolving credit line has a term of five years and has been extended twice for one year each. The banking consortium consisting of 23 banks approved both extension requests. The term of the syndicated loan ends on December 16, 2028. The credit line serves general corporate purposes as well as to safeguard the TRATON GROUP's liquidity.

The TRATON GROUP has had a European Medium Term Notes (EMTN) program since March 12, 2021. The €12,000 million capital market issuance program enables the TRATON GROUP to raise capital on the debt markets flexibly and efficiently. As well as TRATON SE, the indirect subsidiaries TRATON Finance Luxembourg S.A., Strassen, Luxembourg (TRATON Finance) and TRATON Treasury AB, Södertälje, Sweden (TRATON Treasury AB) can issue bonds under the program. TRATON SE, TRATON Finance, and TRATON Treasury AB are using the issuance program to raise capital for general corporate purposes, and the capital raised will be used as needed within the TRATON GROUP. The total principal amount of bonds as of December 31, 2023, was €8,330 million (previous year: €5,700 million) under TRATON Finance's €12,000 million European Medium Term Notes (EMTN) program, and is hedged in part by interest rate derivatives.

In September 2023, the TRATON GROUP launched a commercial paper program (CP program) with a volume of €2,500 million, €999 million of which had been used by December 31, 2023, for financing in the TRATON Financial Services business area. In addition to TRATON SE, the Company's indirect subsidiaries TRATON Finance and TRATON Treasury AB can also issue commercial paper under the CP program. This has opened up an additional financing market for the TRATON GROUP and complements the existing TRATON Finance EMTN program. The CP program finances short-term maturities with tenors of up to one year.

Accounting Policies

The principal accounting policies used to prepare the Annual Financial Statements, which were essentially unchanged from the previous year, are set out below.

Sales revenue

Sales revenue primarily comprises revenue from services rendered within the TRATON GROUP.

Intangible assets

Purchased intangible assets are recognized at cost and amortized over their useful life (generally three to five years) on a straight-line basis.

Property, plant, and equipment

Property, plant, and equipment are carried at cost less depreciation and, in some cases, write-downs.

Buildings on third-party land are depreciated on a straight-line basis over their rental term. Movable items of property, plant, and equipment are generally depreciated over 13 years.

Low-value movable assets used by the Company that are subject to wear and tear are recognized immediately as expenses or capitalized and written off in the year of acquisition.

Write-downs are recognized if impairment is expected to be permanent.

Financial assets

Shares in affiliated companies and other equity investments are measured at the lower of cost or their net realizable value.

Loans are recognized at the lower of their nominal amount or present value on the reporting date.

Write-downs are recognized if impairment is expected to be permanent. In accordance with the requirement for write-downs to be reversed, if the reasons for permanent impairment no longer apply, the write-down is reversed, but not beyond cost.

Current assets

Receivables and other assets are carried at their principal amounts. Appropriate loss allowances are recognized for identifiable individual risks.

Bank balances are carried at their nominal amount.

Deferred taxes

Deferred taxes are only recognized if accounting differences result in a surplus of liabilities over assets, after taking into account applicable loss and interest carryforwards, and an overall tax expense is expected in future fiscal years. In this, accounting differences relating to companies in the tax group are included insofar as it is assumed that future tax income and expense will result from the reversal of temporary differences at TRATON SE as the head of the tax group. If deferred tax assets exceed deferred tax liabilities, they are not capitalized due to exercise of the recognition option pursuant to section 274 (1) sentence 2 of the HGB.

Deferred tax assets and liabilities are measured using the applicable corporation tax and trade tax rates for the TRATON tax entity (31.88%, (previous year: 31.88%)).

Offset of assets and liabilities, and of income and expenses

Assets that are earmarked solely for meeting pension obligations or obligations under partial retirement agreements and that are protected from all other creditors are recognized at fair value. Income and expenses relating to these assets are offset against the expense for the unwinding of interest for the corresponding obligation and recognized in net interest income/net interest expense. These assets are offset against the settlement amount of the underlying obligation. If the fair value of these assets exceeds the amount of liabilities, the excess amount must be recognized as "excess arising from the offset of assets and liabilities." If liabilities exceed assets, the difference is recognized as a provision.

Pensions and other post-employment benefits

Pension obligations are calculated using the projected unit credit method. Under this method, future obligations are measured on the basis of the proportionate benefit entitlements acquired at the balance sheet date and discounted to their present value. Measurement reflects assumptions about the future development of certain parameters, which affect the amount of future benefits. The discount rate for all obligations is the average market interest rate for the past ten years published by the German Bundesbank for a residual maturity of 15 years, in accordance with section 253 (2) of the HGB.

Pension provisions are reduced by the fair value of the assets used to cover the benefit obligations. See also "Offset of assets and liabilities, and of income and expenses."

Tax provisions, other provisions, liabilities

The tax provisions and other provisions relate to uncertain liabilities. Measurement ensures that they take account of all identifiable risks, taking into consideration future price and cost increases. Provisions with a maturity of more than one year are discounted on the basis of their remaining maturity.

Liabilities are recognized at their settlement amount.

Currency translation

Receivables and liabilities denominated in foreign currencies and hedged are measured at the hedged rate if they are accounted for using the net hedge presentation method. If the gross hedge presentation method is used, they are measured at the closing rate on the reporting date. Miscellaneous current foreign currency receivables and liabilities are translated at the average exchange rate on the reporting date. Miscellaneous noncurrent foreign currency receivables and liabilities are translated at the exchange rate on the date of recognition, or, in the case of receivables, at the lower exchange rate applicable on the reporting date, or, in the case of liabilities, the higher exchange rate applicable on the reporting date.

Derivatives and micro hedges

TRATON SE uses derivatives exclusively for hedging purposes. Provided the necessary criteria are met, the derivative is combined with the hedged item as a micro hedge. For certain micro hedges, the offsetting changes in the value of the hedged item and the hedging instrument due to the hedged risk are recognized on the balance sheet (gross presentation method). In other cases, the offsetting changes in the value of the hedged item and the hedging instrument due to the hedged risk are netted. In both cases, any net negative amount resulting from changes in the value of the hedged item and hedging instrument (ineffectiveness) is recognized through a provision for the hedge.

By contrast, derivatives that do not form a micro hedge with the hedged item are accounted for using the imparity principle, i.e., provisions are recognized for negative fair values but positive fair values are not recognized.

Income Statement Disclosures

(1) Net investment income/expense

€ thousand 2023 2022
Income from profit and loss transfer agreements 805,384 142,978
Income from equity investments 50,749 40,141
of which from affiliated companies 50,663 40,141
Expenses for the absorption of losses –16,814 –333,653
Income from the disposal of equity investments 109
of which from affiliated companies 109
839,319 –150,425

The income from profit and loss transfer agreements mainly comprises the earnings of MAN Truck & Bus SE, Munich, (MAN Truck & Bus SE), Scania CV Deutschland Holding GmbH, Koblenz, Scania Finance Deutschland GmbH, Koblenz, and Scania Real Estate Deutschland GmbH, Koblenz.

The income from equity investments contains the pro-rata profit of MAN Brand GmbH & Co. KG, Grünwald.

The expenses for the absorption of losses mainly comprise the loss made by TB Digital Services GmbH, Munich. In the previous year, this item had contained the loss made by MAN Truck & Bus SE.

(2) Income from long-term loans

The interest income from long-term loans was €189,191 thousand (previous year: €46,192 thousand) and included €189,191 thousand (previous year: €46,192 thousand) from affiliated companies. The increase resulted principally from the €3,500,000 thousand loan to TRATON Sweden AB, Södertälje, Sweden (TRATON Sweden AB) and was attributable to the increase in interest rates and the payment of interest for the full year. The interest income reported in fiscal year 2022 had only related to a six-month period. In 2022, income from long-term loans in the amount of €31,129 thousand had been reported in net interest income; this is now reported in this item. The figures for 2022 have been adjusted accordingly.

(3) Net interest income/net interest expense

€ thousand 2023 2022
Miscellaneous interest and similar income 124,901 101,728
of which from affiliated companies 114,000 90,820
Interest and similar expenses –375,803 –84,048
of which due to affiliated companies –187,587 –42,965
Interest from pension provisions 3,198 –6,169
–247,704 11,511

The interest income and expenses mainly relate to intragroup receivables, liabilities from financial transactions, and bank interest and commission payments. The interest income contains interest income on taxes of €1,165 thousand (previous year: €10,753 thousand).

The increase in interest and similar expenses mainly reflects the higher interest rates on both intragroup and external financing. In the 2023 fiscal year, net interest income/ expense contained €–14 thousand (previous year: €–65 thousand) from the unwinding of discounts on provisions and €4,095 thousand (previous year: €4,138 thousand) from the discounting of provisions.

(4) Sales revenue

€ thousand 2023 2022
Services/cost allocations 32,902 22,921
Rental and leasing 2,664 2,589
Other 30 69
35,596 25,579

By region

14,469 12,709
11,840 11,103
9,287 1,767
35,596 25,579

(5) General and administrative expenses

€ thousand 2023 2022
Personnel expenses 73,074 55,195
Depreciation and amortization 1,364 1,679
Other administrative expenses 62,872 44,994
137,310 101,868

The increase in personnel expenses is mainly attributable to the personnel changes on the Executive Board, higher remuneration of the Executive Board (for further details, see Note "(23) Remuneration of the Executive Board and the Supervisory Board"), and higher retirement benefit expenses. The rise in other administrative expenses was mainly due to higher consultancy expenses in connection with realization of the TRATON Way Forward strategy.

(6) Other operating income

Other operating income of €381,006 thousand (previous year: €495,146 thousand) mainly comprises income from financial derivatives and from foreign currency translation of €325,573 thousand (previous year: €483,756 thousand). It also includes prior-year income of €6,853 thousand (previous year: €10,593 thousand) from the reversal of provisions and income from final accounting for legacy issues.

(7) Other operating expenses

Other operating expenses of €381,061 thousand (previous year: €562,710 thousand) include expenses that cannot be allocated to functional expenses and other taxes. €331,413 thousand (previous year: €403,113 thousand) of this amount comprises expenses for currency translation. The other operating expenses do not include any prior-period expenses (previous year: €5,035 thousand).

(8) Income taxes

Tax expense for the 2023 fiscal year was €81,045 thousand (previous year: €574 thousand), comprising €26,133 thousand in German corporate income tax for the period (including the solidarity surcharge) and trade tax of €29,418 thousand. A further €22,447 thousand comprises nonperiodic taxes and €3,047 thousand comprises foreign income taxes. In the previous year, the tax expense of €574 thousand had been dominated by nonperiodic tax income and foreign income taxes.

Balance Sheet Disclosures

(9) Changes in fixed assets

Cost Cumulative depreciation, amortization,
and write-downs
Net carrying amounts
€ thousand As of
01/01/2023
Additions Disposals As of
12/31/2023
As of
01/01/2023
Additions Disposals As of
12/31/2023
As of
12/31/2023
As of
12/31/2022
Intangible assets
Purchased concessions, industrial and similar rights and assets,
and licenses in such rights and assets
17,296 17,296 –14,528 –916 –15,444 1,852 2,768
17,296 0 0 17,296 –14,528 –916 0 –15,444 1,852 2,768
Property, plant, and equipment
Land, land rights, and buildings on third-party land 2,702 60 –1,599 1,163 –1,504 –203 1,558 –149 1,014 1,198
Operating and office equipment 1,755 135 –26 1,864 –275 –245 26 –494 1,370 1,480
4,457 195 –1,625 3,027 –1,779 –448 1,584 –643 2,384 2,678
Financial assets
Shares in affiliated companies 15,892,683 2,297,400 18,190,083 18,190,083 15,892,683
Loans to affiliated companies 4,654,629 –395 4,654,234 4,654,234 4,654,629
Equity investments 97,451 97,451 –97,285 –97,285 166 166
20,644,763 2,297,400 –395 22,941,768 –97,285 0 0 –97,285 22,844,483 20,547,478
Fixed assets 20,666,516 2,297,595 –2,020 22,962,091 –113,592 –1,364 1,584 –113,372 22,848,719 20,552,924

The changes in fixed assets are shown in the statement of changes in fixed assets.

The additions to shares in affiliated companies relate to TRATON International S.A., Strassen, Luxembourg (TRATON International S.A.). In connection with the reorganization of the financing structure, the receivables of €2,161,779 thousand from TRATON US, LLC, Pompano Beach, Florida, USA (TRATON US) were contributed to TRATON International S.A., by way of capitalization measures.

(10) Receivables and other assets

€ thousand
Dec. 31, 2023
Dec. 31, 2022
Receivables from affiliated companies
2,054,624
4,991,732
of which trade receivables
12,315
4,557
of which due in more than one year
97,044
76,106
Other assets
26,434
43,707
of which due in more than one year
4,509
4,733
2,081,065 5,035,439

Receivables from affiliated companies mainly comprise receivables from loans and financial transactions. The decline was principally attributable to the derecognition of receivables in connection with their transfer to TRATON International S.A. and further intragroup financial transfers in connection with the financial restructuring. The other assets mainly comprise derivative financial instruments, claims to tax refunds and interest payments relating to taxes, and insurance claims.

(11) Deferred charges and prepaid expenses

This item contains a debt discount of €7,332 thousand (previous year: €– thousand).

(12) Equity

The share capital of TRATON SE amounts to €500,000,000 and is composed of 500,000,000 no-par value bearer shares with a notional value of €1.00 each.

All shares are fully paid up and have the same dividend rights. Under Article 6 (2) sentence 1 of the Articles of Association, shareholders may not claim delivery of physical share certificates.

Authorized capital

In accordance with Article 5 (3) of the Articles of Association, the Executive Board is authorized to increase the Company's share capital on one or several occasions by a total of up to €200,000,000 by issuing up to 200,000,000 no-par value bearer shares on a cash and/or noncash basis on or before May 31, 2028, subject to the Supervisory Board's approval (Authorized Capital 2023). The dividend entitlement of new shares can be determined contrary to the provisions of section 60 (2) of the Aktiengesetz (AktG — German Stock Corporation Act).

Shareholders must be granted preemptive rights unless the Executive Board makes use of one of the following authorizations to disapply preemptive rights, with the consent of the Supervisory Board. The new shares may also be underwritten by a credit institution or an entity operating pursuant to section 53 (1) sentence 1 of the Kreditwesengesetz (KWG — German Banking Act) or section 53b (1) sentence 1 or (7) of the KWG (financial institution) to be designated by the Executive Board, or by a consortium of such credit or financial institutions, with the obligation to offer them for sale to shareholders of the Company. The Executive Board is authorized, with the consent of the Supervisory Board, to disapply shareholders' preemptive rights in the following cases:

(a) To settle fractions resulting from a capital increase.

(b) To the extent necessary to grant holders or creditors of convertible bonds or bonds with warrants, as well as convertible profit participation rights, issued by the Company and/or its direct or indirect majority investees a preemptive right to new shares in the amount to which they would be entitled following the exercise of their options or conversion rights or after meeting their exercise of option or conversion obligations.

(c) If the new shares are issued against cash contributions and the issue price of the new shares is not materially lower than the quoted market price of existing listed shares of the Company at the date when the issue price is finally determined, which should be as close as possible to the placement of the shares. However, this authorization to disapply preemptive rights applies only to the extent that the notional amount of the share capital attributable to the shares issued with preemptive rights disapplied in accordance with section 186 (3) sentence 4 of the AktG does not exceed a total of 10% of the share capital, meaning neither the share capital existing when this authorization takes effect, nor the share capital existing at the date when this authorization is exercised. Shares that (i) are sold or issued, with preemptive rights disapplied, during the term of this authorization up to the date of its exercise on the basis of other authorizations in direct application, or application with the necessary modifications, of section 186 (3) sentence 4 of the AktG, or (ii) shares that were issued or will be issued, with preemptive rights disapplied, to settle bonds or profit participation rights with conversion or exercise rights or obligations will be counted toward this limit, to the extent that the bonds or profit participation rights were issued during the term of this authorization up to the date of its exercise, in application, with the necessary modifications, of section 186 (3) sentence 4 of the AktG;

(d) To the extent that the capital increase is implemented to grant shares against noncash contributions, in particular for the purposes of acquiring companies, parts of companies, or investments in companies, or other assets.

The Executive Board is also authorized to define further details of the capital increase and its implementation, with the consent of the Supervisory Board. The Supervisory Board is authorized to amend the wording of Article 5 of the Articles of Association following the complete or partial implementation of the capital increase from Authorized Capital 2023 or after the expiration of the authorization period, in line with the scope of the capital increase.

Contingent capital

Additionally, under Article 5 (4) of the Company's Articles of Association, the Company's share capital may also be increased by up to €50,000,000 on a contingent basis through the issue of up to 50,000,000 bearer shares (no-par value shares) (Contingent Capital 2023). The sole purpose of Contingent Capital 2023 is to issue new shares to the holders/ creditors of bonds which are issued by the Company or by other companies in which the Company directly or indirectly holds a majority interest up to May 31, 2028, in accordance with a resolution passed by the shareholders under item 10.2 of the agenda for the meeting of June 1, 2023, in the event that conversion and/or option rights are exercised or conversion or option exercise obligations are settled or the Company makes use of its right to grant shares in the Company, either in full or in part, in lieu of payment of the respective cash amount. The shares are issued at the conversion or option price to be determined in accordance with the aforementioned resolution. The contingent capital increase will only be implemented to the extent that conversion rights or options are exercised or conversion or option exercise obligations are settled, or the Company exercises its right to grant shares of the Company, either in full or in part, in lieu of payment of the cash amount due, and to the extent that other instruments are not used to settle the conversion rights or options.

The new shares carry dividend rights from the beginning of the fiscal year in which they are issued. To the extent permitted by law, the Executive Board may, with the consent of the Supervisory Board, determine the dividend rights in derogation of the above and of section 60 (2) of the AktG, including for a fiscal year that has already closed.

The Executive Board is authorized to define further details of the implementation of the contingent capital increase, with the consent of the Supervisory Board.

Capital reserves

TRATON SE's capital reserves of €13,295,313 thousand (previous year: €13,695,313 thousand) constitute the contributions by Volkswagen AG to TRATON SE, in particular from the contribution of MAN SE and Scania AB. €400,000 thousand (previous year: €600,000 thousand) was withdrawn from the capital reserves during the year under review.

The entire capital reserves of €13,295,313 thousand are distributable capital reserves within the meaning of section 272 (2) no. 4 of the Handelsgesetzbuch (HGB ― German Commercial Code).

Retained earnings

In the year under review, €28,228 thousand of the net income was allocated to the statutory reserves.

Net retained profit

The net retained profit changed as follows in the fiscal year:

€ thousand
Opening balance as of 01/01/2023 365,768
Payment of a dividend for the 2022 fiscal year in 2023 –350,000
Net income for the year 564,563
Withdrawal from the free capital reserves 400,000
Allocation to the statutory reserves –28,228
Closing balance as of 12/31/2023 952,103

At the Annual General Meeting, the Executive Board and Supervisory Board of TRATON SE will put a proposal to the shareholders to pay a dividend of €1.50 (previous year: €0.70) per share for fiscal year 2023. This proposal corresponds to a total distribution of €750 million (previous year: €350 million).

Amounts excluded from distribution

The difference of €7,200 thousand (previous year: €3,640 thousand) between the acquisition cost and fair value of assets measured at fair value serving solely to meet pension and partial-retirement obligations is subject to restrictions on distribution. The difference between the provision for pension obligations based on the corresponding average market interest rate in the past ten fiscal years and the past seven fiscal years is €162 thousand (previous year: €801 thousand) and is subject to restrictions on distribution. This amount is offset by free capital reserves.

(13) Provisions

a) Provisions for pensions

Occupational pension provision mainly comprises defined benefit pension commitments.

TRATON SE grants its employees in Germany occupational pension benefits, including disability and death cover, for the period after the end of their active service based on the works agreements "TRATON occupational pension provision (BV TAV)" and "TRATON capital account plan (BV KKP)," which applies for senior management and Executive Board members.

Employees receive employer contributions linked to their remuneration and also have the option — subsidized by the employer in the case of employees covered by collective bargaining agreements — to make additional pension savings through deferred compensation. The employer- and employee-funded contributions plus returns on capital market investments allow staff to accumulate plan assets during their active employment that are paid out as a lump sum or in installments on retirement, or that can be annuitized in certain cases. The risk of the investments is gradually reduced as employees get older (life cycle concept). The performance of the plan assets is based on the return on capital investments.

The pension assets of TRATON SE are managed by MAN Pension Trust e.V., Munich. These assets are irrevocably protected from recourse by TRATON SE and may only be used to fund current pension benefit payments or to settle claims by employees in the event of insolvency.

The following measurement parameters were used:

Dec. 31, 2023 Dec. 31, 2022
Actuarial interest rate 1.82% 1.78%
Actuarial interest rate (average market rate in seven fiscal years) 1.74% 1.44%
Pension trend 2.20% 2.20%
Salary trend 3.20% 3.20%

In the year under review, current pension benefits were increased in accordance with section 16 of the Gesetz zur Verbesserung der betrieblichen Altersversorgung (BetrAVG – German Occupational Pensions Improvement). The percentage used to calculate the salary trend takes into account increases attributable to career development as an addition to regular salary increases.

A company-specific staff turnover probability rate is used to reflect termination of employment contracts before entitlement to claim benefits.

The biometric parameters are based on the 2005 G mortality tables published by Professor Klaus Heubeck. These were adapted to match TRATON GROUP-specific experience, most recently in 2017, and thus model mortality at TRATON SE better than the updated RT 2018 G mortality tables.

CHANGE IN PENSION OBLIGATIONS

€ thousand
Value of obligations as of 01/01/2023 –60,939
Interest allocation –1,008
Allocation from personnel expenses –6,063
Payments/employee contributions 2,641
Staff turnover –1,530
Value of pension obligations as of 12/31/2023 –66,899

Change in pension assets

Pension assets as of 01/01/2023 57,111
Income realized from pension assets 645
Other changes 1,311
Gains/losses from fair value measurement 3,560
Fair value of pension assets as of 12/31/2023 62,627
Purchase cost of pension assets as of 12/31/2023 55,427
Provisions for pensions –4,272

The impact on profit or loss resulting from fund assets in the amount of €4,206 thousand has been combined with the interest allocations of €1,008 thousand in accordance with section 246 (2) sentence 2 of the HGB. The resulting amount of €3,198 thousand is contained in net interest income/expense in the "Interest from pension provisions" item.

b) Tax provisions

As of December 31, 2023, tax provisions amounted to €154,272 thousand.

c) Other provisions

Other provisions are mainly for obligations under public law, obligations from termination agreements with former Executive Board members, expected losses on derivatives, and other individual risks. The increase is principally attributable to an addition of €21,567 thousand for expected losses on derivatives. By contrast, a provision of €5,901 thousand was reversed.

As of December 31, 2023, derivatives with positive fair values of €5,382 thousand (previous year: €18,518 thousand) and negative fair values of €1,931 thousand (previous year: €5,047 thousand) were recognized in other assets and other provisions due to use of the gross hedge presentation method.

The partial retirement liabilities of €2,540 thousand (previous year: €2,505 thousand) were offset against partial retirement credits of €1,037 thousand (previous year: €697 thousand). The purchase cost of the partial retirement credits was €1,051 thousand (previous year: €745 thousand). The fair value of the partial retirement credits offset was determined on the basis of market prices. Fair value measurement resulted in a loss of €34 thousand (previous year: €–74 thousand). The income of €39 thousand (previous year: €2 thousand) was netted with the expenses of €11 thousand (previous year: €82 thousand) and reported in other interest and similar income (previous year: interest and similar expenses).

(14) Liabilities

€ thousand 12/31/2023
Total
of which
< 1 year
of which
1 – 5 years
of which
> 5 years
12/31/2022
Total
of which
< 1 year
of which
1 – 5 years
of which
> 5 years
Liabilities to banks 3,643,978 1,793,978 1,850,000 0 3,988,706 2,238,706 1,700,000 50,000
Trade payables 20,008 20,008 14,071 14,071
Liabilities to affiliated companies 6,418,437 3,656,437 1,812,000 950,000 6,904,404 1,142,404 4,812,000 950,000
of which trade payables 10,944 10,944 4,180 4,180
Liabilities to long-term investees and investors 16,287 16,287 15,939 15,939
Other liabilities 23,802 23,802 18,589 18,509 80
of which from taxes 963 963 1,001 1,001
Other liabilities 6,478,534 3,716,534 1,812,000 950,000 6,953,003 1,190,923 4,812,080 950,000
10,122,512 5,510,512 3,662,000 950,000 10,941,709 3,429,629 6,512,080 1,000,000

The reduction in liabilities to banks mainly resulted from intragroup and external financial restructuring. The liabilities to banks are unsecured.

The liabilities to affiliated companies mainly comprise loan liabilities and liabilities relating to the central financing of the TRATON GROUP. The loan taken out in 2022 with Volkswagen International Luxemburg S.A., Strassen, Luxembourg, in the amount of €500 million was repaid in full. In the year under review, utilization of the credit line granted by Volkswagen AG was reduced to €500 million.

The liabilities to long-term investees and investors are financial liabilities.

Other liabilities are mainly payroll liabilities.

Other Annual Financial Statement Disclosures

(15) Contingent liabilities and commitments

€ thousand Dec. 31, 2023 Dec. 31, 2022
Contingent liabilities under guarantees 9,869,112 6,159,888
9,869,112 6,159,888

The year-on-year increase in contingent liabilities under guarantees mainly results from further drawings under the EMTN program launched in 2021 (increase of €2,630 million to now €8,330 million), which is secured by a guarantee provided by TRATON SE for the liabilities of TRATON Finance in respect of the bond creditors, and liabilities of TRATON Finance in the amount of €999 million relating to issuances under the CP program in 2023. In addition, the guarantees in connection with possible expenses resulting from tax risks at VW Truck & Bus Ltda. increased to €531 million (previous year: €447 million) as a result of changes in exchange rates. The contingent liabilities under guarantees to third parties relate exclusively to affiliated companies. Since it is probable that the affiliated companies concerned will be able to settle the obligations underlying the contingent liabilities, we do not expect the guarantees to be utilized.

The miscellaneous guarantees amounting to €10 million (previous year: €13 million) secure obligations of present or former Group companies relating to order processing. Based on experience in recent years, we do not expect these miscellaneous guarantees to be utilized.

TRATON SE is liable for the pension liabilities it transferred to Willis Towers Watson Pensionsfonds AG, Wiesbaden, in the event of nonperformance. Under German GAAP, the settlement amount of these indirect obligations is not fully funded by the attributable pension assets. However, the assets available at Willis Towers Watson Pensionfonds AG, Wiesbaden, meet the statutory minimum asset requirement. Therefore, under Article 28 (2) of the Einführungsgesetz zum Handelsgesetzbuch (EGHGB — Introductory Act to the German Commercial Code), the risk of utilization is deemed to be low at €14,562 thousand (previous year: €16,037 thousand).

TRATON SE recognizes contingent liabilities of €35 million (previous year: €35 million) for the provision of security for third-party liabilities comprising possible expenses in connection with its business activities in fiscal year 2023. TRATON SE does not currently expect these to have a material adverse effect on its assets, financial position, or results of operations because it is probable that the underlying liabilities of the affiliates concerned can be settled in full so we do not expect the security to be utilized.

(16) Litigation/legal proceedings

MAN and Scania/EU antitrust proceedings

After unannounced inspections at the premises of several European truck manufacturers including MAN and Scania in 2011, the European Commission initiated proceedings in 2014 for suspected violations of EU antitrust rules in the European truck sector. On July 19, 2016, the European Commission issued a settlement decision (the "Settlement Decision") against MAN and four other European truck manufacturers (excluding Scania) holding that collusive arrangements on pricing and gross price increases for medium- and heavy-duty trucks in the European Economic Area and the timing and the passing on of costs for the introduction of emission technologies for medium- and heavy-duty trucks required by Euro 3 to Euro 6 standards had lasted from January 17, 1997, to January 18, 2011 (for MAN: until September 20, 2010). While the other four truck manufacturers were fined, MAN was granted immunity from fines since it had acted as a key witness and informed the European Commission of the antitrust infringements in September 2010. Scania decided not to apply for leniency and not to settle this antitrust case and, by decision of the European Commission dated September 27, 2017 (the "Scania Decision"), received a fine in the amount of approximately €880.5 million. Scania appealed the Scania Decision to the General Court of the European Union and asked for full annulment. On February 2, 2022, the General Court rendered its judgment, whereby Scania's appeal was dismissed in its entirety and the amount of fines set by the European Commission upheld. On April 8, 2022, Scania appealed against the judgment of the General Court of the European Union from February 2, 2022, to the European Court of Justice. The €880.5 million fine plus interest from the EU antitrust proceedings was paid on April 12, 2022, to avoid additional interest penalties. On February 1, 2024, the European Court of Justice decided to dismiss Scania's appeal.

Following the Settlement Decision, a significant number of (direct and indirect) truck customers in various jurisdictions have initiated or joined lawsuits against MAN and/or Scania. With the merger of MAN SE with TRATON SE taking effect, TRATON SE has — in most jurisdictions — automatically assumed the procedural role of MAN SE as legal successor in the respective proceedings (and is insofar covered by "MAN companies"). Even if such claims may have expired under the respective applicable local laws it cannot be excluded that further lawsuits will be filed. The claims against MAN companies differ significantly in scope; while some truck customers only bought or leased a single truck, other cases concern a multitude of trucks. Furthermore, some truck customer damages claims have been combined in class actions or through claim aggregators to which the truck customers assigned their respective damages claims.

In 2023, MAN companies were for the first time held jointly and severally liable for alleged damages in two cases in Germany. The Regional Court of Berlin put aside expert reports from both the claimants and the defendants and estimated the damages freehand at up to 5% of the purchase price of the respective trucks. The defendant MAN companies have appealed both decisions. By contrast, most Regional Courts in Germany — to the extent they have not dismissed respective claims — have issued "orders for evidence to be taken" (Beweisbeschlüsse) so that an expert can clarify the question of whether any damages have been sustained and, if so, in what amount. While some experts retained by the courts have already delivered their expert opinions, the MAN companies involved have filed complaints as well as requests and supplemental questions which are currently under review by the respective experts.

In addition to a series of dismissals of lawsuits — some of them already final — in various countries, individual courts in Spain have upheld a number of damages claims — either in part or in full. The defendant MAN companies have appealed all of the decisions (with one negligible exception) or will do so within the statutory period. While in a few cases, the respective court of appeal has already revoked the decision of the court of first instance, in other cases, the respective court of appeal has upheld the first instance ruling awarding damages — in full or in part. In June 2023, the Spanish Supreme Court confirmed a freehand estimate of damages by the respective Court of Appeals of 5% of the purchase price of the respective trucks for so-called "first wave claims." The MAN companies involved have filed complaints to the Spanish Constitutional Court against these rulings, which are currently pending.

Since such complaints have no suspensive effect and since the Supreme Court has rejected further requests for appeals in a number of cases, 36 Spanish judgments awarding damages have become final, while the defendant MAN companies will continue to appeal all decisions awarding damages. In Belgium, a judgment on the merits and a judgment awarding damages (on an equitable basis) have been issued against MAN. MAN companies have appealed both decisions. In the meantime, the respective plaintiffs have withdrawn both claims. In Portugal, the first instance court of Santarém held an MAN company liable and awarded damages in one case. The defendant MAN company has appealed this decision.

A relatively small number of (direct and indirect) customers in various jurisdictions have initiated or joined lawsuits against Scania. Further, Scania has received a number of third-party notices from other defendant commercial vehicle manufacturers. As is the case for MAN, the claims against Scania differ significantly in scope as some customers only bought or leased one truck while others operate a whole fleet of commercial vehicles. Furthermore, some customer damages claims in other jurisdictions have been combined in class actions or through claim aggregators. The exact number of commercial vehicles involved is, however, unknown.

As of December 31, 2023, no provisions were recognized for the majority of these cases as it is not assumed as of the reporting date that there will be a final and unappealable court ruling awarding damages. Provisions in the amount of €89 million (previous year: €– million) were recognized for cases in which, as a result of a reassessment of the risks, a final and unappealable ruling under which MAN or Scania would have to pay damages is more likely than unlikely at present. No contingent liabilities were reported because these damages cannot currently be quantified. In particular, this applies to proceedings that are still in the early stages, including those in the early stages of expert appraisals.

VW Truck & Bus Ltda.

In the tax proceedings between Volkswagen Truck & Bus Indústria e Comércio de Veículos Ltda. (VW Truck & Bus Ltda.), formerly MAN Latin America Indústria e Comércio de Veículos Ltda. (MAN Latin America), and the Brazilian tax authorities, the Brazilian tax authorities took a different view of the tax implications of the acquisition structure chosen by MAN SE (now merged with TRATON SE) for the acquisition of VW Truck & Bus Ltda. in 2009. The tax proceedings have been divided into two auditing periods, covering the years 2009–2011 (Phase 1) and 2012–2014 (Phase 2). In December 2017, an adverse last instance judgment was rendered by the Brazilian Administrative Court (Phase 1), which was negative for VW Truck & Bus Ltda. VW Truck & Bus Ltda. appealed this judgment before a regular judicial court in 2018. This lawsuit was dismissed in 2019, and an appeal was filed against the dismissal. The appeal was then rejected in June 2023, and a petition for review was filed in July 2023. In the tax proceeding related to Phase 2, a partial success was achieved that partly reduced the penalties. An appeal against this decision was filed, which was rejected in September 2023, thus concluding the Administrative Court proceedings. As a result of a new law regarding the handling of casting vote decisions in September 2023, VW Truck & Bus Ltda. filed an objection to the determinations of Phases 1 and 2 in October 2023. Due to the potential range of penalties plus interest which could apply under Brazilian law, the estimated size of the risk in the event that the tax authorities are able to prevail overall with their view is uncertain. This could result in a risk of about BRL 3,424 million (equivalent to €637 million as of December 31, 2023) for the contested period from 2009 onward. This assessment is based on the accumulated accounts at the reporting date for the claimed tax liability including the potential penalty surcharges, as well as accumulated interest, but excluding any future interest and without discounting any cash flows. Several banks have issued bank guarantees for the benefit of VW Truck & Bus Ltda. as is customary in connection with such tax proceedings, which in turn are secured by TRATON SE.

Update on the MAN SE merger squeeze-out

The merger of MAN SE with TRATON SE was entered in the commercial register of MAN SE and TRATON SE on August 31, 2021. With this, MAN SE ceased to exist as an independent legal entity, and all rights and obligations were transferred to TRATON SE. MAN SE shares were delisted at the same time.

Cash compensation in the amount of €70.68 per common and preferred share was paid out to MAN SE noncontrolling shareholders on September 3, 2021. This marked the conclusion of the MAN SE merger squeeze-out. The appropriateness of the cash compensation will be reviewed by a court-appointed auditor as part of the judicial award proceedings initiated by affected noncontrolling interest shareholders. TRATON submitted its response to the court at the end of June 2022. An oral hearing has not yet been scheduled.

(17) Other financial obligations

Other financial obligations mainly comprise rental and lease agreements and purchase commitments. The future payments — up to the end of the minimum term of these agreements — are due as follows:

€ thousand Dec. 31, 2023 Dec. 31, 2022
Due within one year 16,624 16,878
Due in more than one and up to five years 38,448 39,776
Due after more than five years 12,340 15,866
67,412 72,520
of which due to affiliated companies 1,895 2,636

(18) Other income statement disclosures

COST OF MATERIALS

€ thousand 2023 2022
Expenses for purchased services 27,537 21,293
27,537 21,293

General and administrative expenses contain the following personnel expenses:

€ thousand 2023 2022
Wages and salaries 67,298 50,504
Social security contributions, retirement benefit expenses 11,669 6,917
78,967 57,421

Retirement benefit expenses were €6,165 thousand (previous year: €1,880 thousand).

During the year, there were an average of 312 (previous year: 294) employees employed exclusively in administration.

(19) Deferred taxes

The tax rate used to measure deferred taxes is 31.88%.

Deferred tax liabilities relating to measurement differences between the commercial and tax accounts are offset against deferred tax assets relating to the measurement differences. Deferred tax assets remaining after this offset are not capitalized due to exercise of the recognition option pursuant to section 274 (1) sentence 2 of the HGB. The remaining deductible temporary differences, for which no deferred tax assets are recognized, in application of the above recognition option, mainly comprise loss carryforwards and measurement differences relating to provisions for pensions and other noncurrent provisions.

The Model Rules on global minimum taxation (Pillar 2) published by the OECD have been enacted or substantially enacted in certain countries in which the TRATON GROUP operates. The legislation in Germany comes into force for the TRATON GROUP's fiscal year beginning on January 1, 2024. The TRATON GROUP falls within the scope of the enacted or substantially enacted legislation and has assessed the potential risk for the TRATON GROUP in relation to the global minimum tax.

The assessment of the potential risk from the minimum tax is based on the most recently available country-by-country reporting and annual financial statements for the TRATON GROUP's business units. Based on the assessment, the effective Pillar 2 tax rates are above 15% in most of the countries in which the TRATON GROUP operates. However, there are a small number of countries where the temporary safe harbor does not apply and the effective Pillar 2 tax rate is below 15%. The TRATON GROUP does not expect any considerable income tax risk in these countries arising from Pillar 2.

The exception included in section 274 (3) of the HGB in December 2023 when the minimum taxation legislation was adopted means that the TRATON GROUP neither recognizes nor presents deferred taxes relating to income taxes arising from the applicable or upcoming tax legislation implementing the Pillar 2 Model Rules.

(20) Derivatives and micro hedges

The companies in the TRATON GROUP hedged their interest rate, foreign currency, and commodity risks on an arm's length basis via the central Group Treasury unit at TRATON SE or the central Group Treasury unit at Scania CV AB, Södertälje, Sweden (Scania CV AB).

TRATON SE's risks positions are hedged externally with banks. TRATON SE currently enters into currency forwards, currency options, interest rate swaps, and commodity futures transactions with cash settlement. An exception from this process is TRATON Finance, which enters into external interest rate and currency hedges in connection with risks resulting from external financing transactions, which are passed on internally. Moreover, some Navistar companies enter into external currency forwards, currency options, and commodity futures transactions. However, the majority of Navistar's hedging transactions are undertaken through TRATON SE. As of December 31, 2023, Navistar's external transactions comprised commodity derivatives amounting to USD 24 million out of a total of USD 27 million and FX derivatives amounting to USD 19 million out of a total of USD 205 million. The maximum term of the commodity derivatives is year-end 2024. The maximum term of the FX derivatives is June 2027. Navistar has no external interest rates swaps, but it does have one internal interest rate swap with TRATON SE, which runs until August 2025.

The fair value of currency forwards and commodity futures is calculated on the basis of the exchange rates applicable as of the reporting date, which are obtained from recognized providers of market data, compared with the agreed forward exchange rate or commodity futures price and the discount rate for the remaining term of the derivative. The fair value of interest rate swaps is determined by discounting the expected future cash flows over the remaining term of the swap using current market interest rates and the interest structure curve.

TRATON SE uses micro hedges, where an individual hedged item is allocated to a hedging instrument, and portfolio hedges. In portfolio hedges, several transactions are grouped, for example, in annual maturity bands per currency. The individual currency and maturity combinations and the interest rate and maturity bands therefore comprise exposure to similar risks. Hedging of the foreign currency portfolio of TRATON SE is close to 100%. Similarly, items that are sensitive to interest rates are hedged on a case-by-case basis using external interest rate swaps. As of December 31, 2023, the hedged items that were sensitive to interest rates comprised one fixed-interest intragroup loan in a foreign currency and one fixed-interest external loan in euros; these are hedged through interest rate swaps. The external loan in the amount of €1,000 million was hedged using five interest rate swaps. In addition, there is one internal interest rate swap with Navistar that is hedged by a back-to-back external interest rate swap.

Changes in the fair value of the hedging instruments are offset by offsetting movements in the fair value of the hedged items. The opposing fluctuations in value essentially cancel each other out by the end of the term of the hedge because the risks correlate due to the correlation between the parameters. The hedging instruments have terms of up to four years. The effectiveness of each portfolio hedge is determined retrospectively during its term on the basis of the change in the fair values of the hedged items and the hedging instruments (dollar offset method). For each micro hedge, the amounts, currency units, and settlement dates of the hedged item and the hedging instrument are compared (critical term match). If they are basically identical, the hedge is assumed to be effective. Effectiveness is determined when preparing the Annual Financial Statements. For micro hedges where internal accounts at TRATON are hedged against currency risk, all changes in the fair value of the hedged item and hedging instrument are recognized in the financial statements (gross hedge presentation method). Where internal derivatives are hedged, they are recognized using the net hedge presentation method. If the hedge is effective and the net fair value is negative, a provision is established for the hedge. In principle, both methods can be used for hedges of foreign currency money market transactions, but only one method is used for each transaction.

As of December 31, 2023, there was a provision of €21,566 thousand (previous year: €15 thousand) for micro hedges. Further, there was no ineffectiveness due to the use of micro hedges.

As of December 31, 2023, derivatives with positive fair values of €5,382 thousand (previous year: €18,518 thousand) and negative fair values of €1,931 thousand (previous year: €5,047 thousand) were recognized in other assets and other provisions due to use of the gross hedge presentation method.

For currency option contracts concluded with affiliated companies and passed through to banks, option premiums of €4,873 thousand (previous year: €4,581 thousand) were capitalized as other assets and option premiums of €4,873 thousand (previous year: €4,581 thousand) were expensed as other liabilities.

The following table shows the risk exposure resulting from transactions in foreign currencies. These were hedged through derivatives entered into with banks.

HEDGED ITEMS

Dec. 31, 2023 Dec. 31, 2022
418 1,214
83 180
1,210 2,137

1) Of which as of December 31, 2023: assets €1,030 million, liabilities €179 million (previous year: assets €1,550 million, liabilities €586 million)

On the reporting date, currency hedging was as follows:

€ million Dec. 31, 2023 Dec. 31, 2022
Intragroup hedging transactions
Nominal amount
Purchase of foreign currency 1,028 1,183
Sale of foreign currency 178 218
Currency options 132 115
Payer interest rate swaps 271
Commodity futures 107 60
Fair value (FV) Pos.
FV
Neg.
FV
Pos.
FV
Neg.
FV
Currency forwards 19 –6 11 –27
Currency options 3 –1 5 –1
Payer interest rate swaps 0 –2
Commodity futures 5 –4 2 –2
€ million Dec. 31, 2023 Dec. 31, 2022
Hedging transactions with external counterparties
Nominal amount
Purchase of foreign currency 319 534
Sale of foreign currency 1,504 2,569
Currency options 132 115
Receiver interest rate swaps 1,271
Payer interest rate swaps 2 2
Commodity futures 107 61
Fair value (FV) Pos.
FV
Neg.
FV
Pos.
FV
Neg.
FV
Currency forwards 11 –21 46 –16
Currency options 1 –3 1 –5
Receiver interest rate swaps 8 0
Payer interest rate swaps 0
Commodity futures 4 –5 2 –2

There were no stand-alone derivatives either on December 31, 2023, or in the previous year.

(21) Auditor's fees

€ thousand 2023 2022
Audit services 1,807 1,503
Other assurance services 497 167
Other services 28 12
2,332 1,682

Audit services comprise the auditing of the consolidated financial statements and the single-entity financial statements of TRATON SE and the audit review of the consolidated interim financial statements. The other assurance services were incurred primarily in connection with the reasonable assurance audit of the nonfinancial Group statement, capital measures, and the audit of the remuneration report required under stock corporation law. The other services contain consultancy services for training measures.

(22) Related party disclosures

Liabilities to the current members of the Executive Board and Supervisory Board comprise outstanding balances for the remuneration of the Supervisory Board, for the fair values of performance shares granted to members of the Executive Board, and for variable remuneration in the amount of €8,524 thousand (previous year: €5,323 thousand). Of this amount, €1,692 thousand (previous year: €629 thousand) will be reimbursed by MAN Truck & Bus SE and €473 thousand (previous year: €172 thousand) by TRATON SE to Navistar International Corporation. Disclosures on pension provisions for members of the Executive Board can be found in Note "(23) Remuneration of the Executive Board and Supervisory Board."

The following expenses were recorded for remuneration and benefits granted to the members of the Executive Board and Supervisory Board of TRATON SE in connection with their membership of these boards:

€ thousand 2023 2022
Amounts due in the short term 9,492 8,231
Amounts based on performance shares 3,531 1,005
Post-employment benefits 1) 968 953
Termination benefits 11,463
Total 2) 25,454 10,188

1) Prior-year figure adjusted.

2) Pro-rata reimbursement of fixed (excluding fringe benefits) and variable remuneration components by MAN Truck & Bus SE: amounts due in the short term €1,411 thousand (previous year: €1,019 thousand); amounts based on performance shares €672 thousand (previous year: €174 thousand). Pro-rata reimbursement of fixed (excluding fringe benefits) and variable remuneration components to Navistar International Corporation: amounts due in the short term €378 thousand (previous year: €269 thousand); amounts based on performance shares €192 thousand (previous year: €49 thousand).

The employee representatives on the Supervisory Board who are employed by TRATON SE also receive their regular salaries as specified in their employment contracts. If they are members of German works councils, this is based on the provisions of the Betriebsverfassungsgesetz (BetrVG — German Works Council Constitution Act).

Benefits based on performance shares include the expenses for the performance shares granted to Executive Board members under the remuneration system in place.

Post-employment benefits relate to additions to pension provisions and — depending on the social security system — contributions to the Swedish pension system for current members of the Executive Board.

The termination benefits relate to the payments to Ms. Danielski and Mr. Osterloh in connection with their departure from the Executive Board before the end of their term of office. No member left the Executive Board of TRATON SE in the previous year.

(23) Remuneration of the Executive Board and Supervisory Board

The total remuneration granted to the members of the Executive Board amounted to €10,000 thousand (previous year: €9,630 thousand). Of this amount, €1,905 thousand (previous year: €1,585 thousand) will be reimbursed by MAN Truck & Bus SE. The amount also includes €510 thousand (previous year: €427 thousand) to be reimbursed by TRATON SE to Navistar International Corporation.

Four of the TRATON SE Executive Board members also serve as executive board members at TRATON SE's foreign subsidiaries (Mr. Levin: Scania CV AB, Mr. Cortes: Volkswagen Truck & Bus Indústria e Comércio de Veículos Ltda., Mr. Carlbaum: Navistar International Corporation; Ms. Modahl Nilsson: TRATON AB). Mr. Levin's remuneration has been divided between TRATON SE and Scania CV AB based on areas of responsibility. Mr. Cortes receives 20% of his fixed (without fringe benefits) and variable remuneration components from TRATON SE and the remaining 80% from Volkswagen Truck & Bus Indústria e Comércio de Veículos Ltda. Mr. Carlbaum receives 100% of his remuneration from Scania CV AB and Navistar International Corporation on the basis of a secondment agreement between him and these two companies. TRATON SE bears 20% of the expenses for fixed remuneration (excluding fringe benefits) and variable remuneration through intragroup crosscharging. Ms. Modahl Nilsson receives 20% of her fixed (without fringe benefits) and variable remuneration components from TRATON SE and the remaining 80% from TRATON AB.

The remuneration of the members of the Executive Board is based on the remuneration system adopted by the Supervisory Board on December 16, 2020, with effect from January 1, 2021, which includes a performance share plan with a forward-looking four-year term (share-based payment). For the members of the Executive Board who were already in office prior to December 16, 2020, the remuneration system shall apply until their contract is renewed and with the proviso that the performance share plan will continue to have a performance period of three years. At the time the LTI is granted, the annual target amount from the LTI is converted into performance shares on the basis of the initial reference price of TRATON SE shares and allocated to the individual member of the Executive Board as a pure calculation value. At the end of the three- or four-year performance period, a final number of virtual performance shares is determined, based on the degree to which the earnings per share (EPS) performance criterion of the TRATON GROUP has been met. A cash settlement is made at the beginning of the fiscal year following

the last fiscal year of the performance period. The payment amount corresponds to the number of defined performance shares multiplied by the closing reference price at the end of the three- or four-year performance period, plus a dividend equivalent for the relevant term. The payment amount from the performance share plan is limited to 200% of the target amount. For 2023, the Executive Board members were allocated a total of 239,712 performance shares (previous year: 152,645 performance shares). Their fair value on the grant date was €2,669 thousand (previous year: €3,391 thousand). Under German GAAP, this amount is included in remuneration. The carrying amount of the obligation as of December 31, 2023, was €7,427 thousand (previous year: €1,284 thousand). The remuneration expense of €6,142 thousand (previous year: €1,005 thousand) was recognized in personnel expenses. These amounts do not constitute remuneration within the meaning of German GAAP. The intrinsic value was €324 thousand (previous year: €– thousand) and corresponds to the amount that the Executive Board members would have received if they had left the Executive Board as of December 31, 2023. Only the vested performance shares earned as of reporting date are included in this calculation.

Outstanding advances in connection with the 2020–2022 tranche of the performance share plan amounted to €– million (previous year: €161 million) as of December 31, 2023. In the 2023 fiscal year, a total of €161 thousand (previous year: €– thousand) of the advances paid were offset against claims by the respective Executive Board member against the Company or repayment was requested.

Former members of the Executive Board and their surviving dependents received €7,479 thousand (previous year: €– thousand) in connection with their termination agreements in fiscal year 2023. There were pension provisions of €11,059 thousand (previous year: €8,226 thousand) for this group of persons.

The total remuneration granted to the members of the Supervisory Board amounted to €1,760 thousand (previous year: €1,686 thousand).

The members of the Executive Board in fiscal year 2023 are listed under "Members of the Executive Board and their Appointments."

The members of the Supervisory Board in fiscal year 2023 are listed under "Members of the Supervisory Board and their Appointments."

(24) Notifications of investments in TRATON SE in accordance with section 33 of the Wertpapierhandelsgesetz (WpHG — German Securities Trading Act)

Until the IPO of TRATON SE on June 28, 2019, all shares in TRATON SE were held by Volkswagen AG. Through the IPO on June 28, 2019, Volkswagen AG offered for sale 57,500,000 bearer shares with no-par value in the Company with a notional value of €1.00 and full entitlement to the dividend in euro from January 1, 2019. As part of an intragroup restructuring, on December 13, 2019, Volkswagen AG transferred its 89.72% stake to Volkswagen Finance Luxemburg S.A., Strassen, Luxembourg (Volkswagen Finance Luxemburg). As of December 31, 2020, the stake held by Volkswagen Finance Luxemburg S.A. was 89.72% and the free float was 10.28%.

AMF Pensionsförsäkring AB, Stockholm, Sweden, notified TRATON SE on August 7, 2019, pursuant to section 33 of the WpHG, that on August 1, 2019, its share of the voting rights of TRATON SE had exceeded the 3% threshold and that as of this date it held 3.01% of the voting rights (corresponding to 15,068,751 voting rights).

Porsche Piech Holding GmbH, Salzburg, Austria, notified TRATON SE on July 3, 2019, pursuant to section 33 of the WpHG, that on June 27, 2019, its share of the voting rights of TRATON SE exceeded the 75% threshold. On December 16, 2019, Porsche Piech Holding GmbH notified TRATON SE that since December 13, 2019, its share of the voting rights had been 89.72% (corresponding to 448,623,725 voting rights). All of these 448,623,725 voting rights are attributable to Porsche Piech Holding GmbH pursuant to section 34 (1) sentence 1 no. 1 of the WpHG. The attributable voting rights are held via the following companies that are controlled by Porsche Piech Holding GmbH: Porsche Piech Holding GmbH, Porsche Gesellschaft m.b.H., Porsche Gesellschaft mit beschränkter Haftung, Porsche Automobil Holding SE, Volkswagen Aktiengesellschaft, Volkswagen Finance Luxemburg.

Dr. Hans Michel Piëch notified TRATON SE on July 3, 2019, pursuant to section 33 of the WpHG, that on June 27, 2019, his share of the voting rights of TRATON SE exceeded the 75% threshold. On December 16, 2019, Dr. Hans Michel Piëch notified TRATON SE that since December 13, 2019, his share of the voting rights had been 89.72% (corresponding to 448,623,725 voting rights). All of these 448,623,725 voting rights are attributable to Dr. Hans Michel Piëch pursuant to section 34 (1) sentence 1 no. 1 of the WpHG. The attributable voting rights are held by the following companies that are controlled by Dr. Hans Michel Piëch: Dr. Hans Michel Piëch GmbH, HMP Vermögensverwaltung GmbH, Porsche Automobil Holding SE, Volkswagen Aktiengesellschaft, Volkswagen Finance Luxemburg.

Mag. Josef Ahorner notified TRATON SE on July 3, 2019, pursuant to section 33 of the WpHG, that on June 27, 2019, his share of the voting rights of TRATON SE exceeded the 75% threshold. On December 16, 2019, Mag. Josef Ahorner notified TRATON SE that since December 13, 2019, his share of the voting rights had been 89.72% (corresponding to 448,623,725 voting rights). All of these 448,623,725 voting rights are attributable to Mag. Josef Ahorner pursuant to section 34 (1) sentence 1, no. 1 of the WpHG. The attributable voting rights are held by the following companies that are controlled by Mag. Josef Ahorner: Ahorner Holding GmbH, Ahorner GmbH, Porsche Automobil Holding SE, Volkswagen Aktiengesellschaft, Volkswagen Finance Luxemburg.

The following persons ("notifiers") notified TRATON SE on July 3, 2019, pursuant to section 33 of the WpHG, that on June 27, 2019, their share of the voting rights of TRATON SE exceeded the 75% threshold. On December 16, 2019, the notifiers notified TRATON SE that since December 13, 2019, their share of the voting rights had been 89.72% (corresponding to 448,623,725 voting rights). All of these 448,623,725 voting rights are actually held by the following controlled companies:

Notifiers Companies controlled by each
of the notifiers named
Dr. Wolfgang Porsche, 05/10/1943;
Dr. Dr. Christian Porsche, 03/21/1974;
Dipl.-Design. Stephanie Porsche-Schröder, 02/11/1978;
Ferdinand Rudolf Wolfgang Porsche, 04/14/1993;
Felix Alexander Porsche, 02/15/1996;
Gerhard Anton Porsche, 06/05/1938;
Dr. Ferdinand Oliver Porsche, 03/13/1961;
Mag. Mark Philipp Porsche, 09/17/1977;
Kai Alexander Porsche, 12/14/1964;
Dr. Geraldine Porsche, 07/22/1980;
Ing. Hans-Peter Porsche, 10/29/1940;
Peter Daniell Porsche, 09/17/1973;
Dr. Louise Kiesling, 07/16/1957;
Diana Porsche, 03/03/1996
Ferdinand Porsche Familien-Privatstiftung;
Ferdinand Porsche Familien-Holding GmbH;
Ferdinand Alexander Porsche GmbH;
Familie Porsche Beteiligung GmbH;
Porsche Automobil Holding SE;
Volkswagen Aktiengesellschaft;
Volkswagen Finance Luxemburg S.A., Luxembourg
Dr. Wolfgang Porsche, 05/10/1943;
Dr. Dr. Christian Porsche, 03/21/1974;
Dipl.-Design. Stephanie Porsche-Schröder, 02/11/1978;
Ferdinand Rudolf Wolfgang Porsche, 04/14/1993;
Felix Alexander Porsche, 02/15/1996
Familie WP Holding GmbH;
Dr. Wolfgang Porsche Holding GmbH;
Ferdinand Alexander Porsche GmbH;
Familie Porsche Beteiligung GmbH;
Porsche Automobil Holding SE;
Volkswagen Aktiengesellschaft;
Volkswagen Finance Luxemburg S.A., Luxembourg

AMF Pensionsförsäkring AB, Stockholm, Sweden, notified TRATON SE on September 15, 2020, pursuant to section 33 of the WpHG, that on September 11, 2020, its share of the voting rights of TRATON SE had dropped below the 3% threshold.

(25) Declaration of compliance

In December 2023, the Executive Board and Supervisory Board of TRATON SE submitted the annual Declaration of Compliance in accordance with section 161 of the AktG, which is contained in the Corporate Governance Statement as a separate section of the combined management report and is available on TRATON SE's website at https://ir.traton. com/websites/traton/English/5000/corporate-governance.html. Furthermore, TRATON has published a statement regarding departures by TRATON's corporate governance system from the Swedish Corporate Governance Code. This is also available at https://ir.traton.com/websites/traton/English/5000/corporate-governance.html.

(26) Report on post-balance sheet date events

Effective January 2, 2024, the loan of €3,500 million to TRATON Sweden AB (see Loans) was contributed to TRATON International S.A. by way of capitalization measures.

In January, the TRATON GROUP issued several bonds in euros, Swedish krona, and sterling with a total volume equivalent to €1,270 million under TRATON's €12,000 million EMTN program.

Members of the Supervisory Board and Executive Board and their Appointments

Members of the Supervisory Board and their Appointments

Hans Dieter Pötsch

Wolfsburg

Members of the Supervisory Board and Execu-

tive Board and their Appointments

Chairman of the Executive Board of Porsche Automobil Holding SE and Chairman of the Supervisory Board of Volkswagen AG Chairman of the Supervisory Board

1 Bertelsmann Management SE Bertelsmann SE & Co. KGaA Wolfsburg AG

2 AUDI AG

  • Dr. Ing. h.c. F. Porsche AG Volkswagen AG (Chairman)
  • 4 Autostadt GmbH Porsche Austria Gesellschaft m.b.H., Austria (Chairman) Porsche Holding Gesellschaft m.b.H., Austria (Chairman) Porsche Retail GmbH, Austria (Chairman) VfL Wolfsburg-Fußball GmbH (Deputy Chairman)

Michael Lyngsie*

Gnesta, Sweden Chair of IF Metall (labor union in Sweden) at Scania Deputy Chairman of the Supervisory Board

4 Scania AB, Sweden Scania CV AB, Sweden

Ödgärd Andersson

Gothenburg, Sweden Chairwoman of the Executive Board of Zenseact AB, Sweden

3 Sleep Cycle AB, Sweden (until May 8, 2023)

Torsten Bechstädt*

Helmstedt Head of Supervisory Board matters of the Chair of the Group Works Council of Volkswagen AG

Mari Carlquist*

Södertälje, Sweden Representative of PTK (Privattjänstemannakartellen, Confederation of Labor Unions in Sweden) at Scania

4 Scania AB, Sweden Scania CV AB, Sweden TRATON Financial Services AB, Sweden (since December 15, 2023)

Daniela Cavallo* Wolfsburg

Chairwoman of the General and Group Works Councils of Volkswagen AG

  • 1 Wolfsburg AG
  • 2 PowerCo SE (Deputy Chairwoman) Volkswagen AG Volkswagen Financial Services AG (Deputy Chairwoman) Volkswagen Group Services GmbH
  • 3 Allianz für die Region GmbH (until May 31, 2023)
  • 4 Autostadt GmbH (since April 1, 2023) Brose Sitech Sp. z o.o. Porsche Holding Gesellschaft m.b.H., Austria Skoda Auto a.s., Czech Republic SEAT, S.A., Spain VfL Wolfsburg-Fußball GmbH

Dr. Manfred Döss

Wolfsburg

Member of the Executive Board of Porsche Automobil Holding SE and member of the Board of Management of Volkswagen AG

  • 2 AUDI AG (Chairman)
  • 3 Grizzlys Wolfsburg GmbH

Jürgen Kerner*

Frankfurt Executive Board member of IG Metall

  • 1 Airbus GmbH (previously Premium Aerotec GmbH) Siemens AG Siemens Energy AG Thyssenkrupp AG (Deputy Chairman)
  • 2 MAN Truck & Bus SE (Deputy Chairman)

Gunnar Kilian

Lehre Member of the Board of Management of Volkswagen AG Member of the Brand Board of Management of Volkswagen Passenger Cars

  • 1 Wolfsburg AG
  • 2 AUDI AG MAN Energy Solutions SE (Chairman) MAN Truck & Bus SE PowerCo SE Volkswagen Group Services GmbH (Chairman) 3 Allianz für die Region GmbH (until June 30, 2023) 4 Autostadt GmbH (Chairman) FAW-Volkswagen Automotive Co., Ltd., China Scania AB, Sweden Scania CV AB, Sweden
    • VfL Wolfsburg-Fußball GmbH (since May 11, 2023)
    • Volkswagen Immobilien GmbH (Chairman)

Dr. Albert X. Kirchmann

Lindau, Bodolz Chief Executive Advisor

  • 2 MAN Truck & Bus SE
  • 3 MCE Bank GmbH (until May 31, 2023) Stremler AG (Deputy Chairman)

Dr. Julia Kuhn-Piëch

Salzburg, Austria Real estate manager

  • 2 AUDI AG MAN Truck & Bus SE
  • 4 Scania AB, Sweden Scania CV AB, Sweden

Lisa Lorentzon*

Huddinge, Sweden Chair of the Labor Unions for Graduate Employees at Scania

4 Scania AB, Sweden Scania CV AB, Sweden TRATON Financial Services AB, Sweden (since December 15, 2023)

Bo Luthin*

Södertälje, Sweden Head of Occupational Health and Safety at Scania Södertälje and Coordinator for IF Metall (labor union in Sweden)

Nina Macpherson

Stocksund, Sweden Member of the Board of Directors of Scania AB

  • 3 M&K Industrials AB, Sweden (Deputy Member) Netel Holding AB, Sweden Scandinavian Enviro Systems AB, Sweden
  • 4 Scania AB, Sweden Scania CV AB, Sweden

Dr. Dr. Christian Porsche Salzburg, Austria Specialist in Neurology

2 MAN Truck & Bus SE

  • 4 Scania AB, Sweden
  • Scania CV AB, Sweden

Dr. Wolf-Michael Schmid

Helmstedt Businessman (Managing Director of the Schmid Group)

1 BRW AG (Chairman)

Karina Schnur*

Reichertshofen

Chairwoman of the SE Works Council and Chairwoman of the Group Works Council of TRATON SE Chairwoman of the SE Works Council and the General and Group Works Council of MAN Truck & Bus SE

Chairwoman of the Works Council of MAN Truck & Bus SE, Munich

  • 2 MAN Truck & Bus SE
  • Volkswagen AG (since July 11, 2023) 3 Rheinmetall MAN Military Vehicles GmbH
  • Josef Sedlmaier*

(since December 31, 2022) Weichs Chairman of the Works Council of TRATON SE

Markus Wansch*

Schwabach

Deputy Chairman of the Group Works Council of TRATON SE and Chairman of the Works Council of MAN Truck & Bus SE, Nuremberg plant

2 MAN Truck & Bus SE

Frank Witter

Braunschweig Former member of the Board of Management of Volkswagen AG

  • 1 Deutsche Bank AG
  • 3 CGI Inc., Canada
  • 4 VfL Wolfsburg-Fußball GmbH (Chairman)
  • * Elected by the workforce

As of December 31, 2023, or date of departure

  • 1 Membership of statutory German supervisory boards
  • 2 Membership of statutory German supervisory boards, Volkswagen AG Group appointments
  • 3 Membership of comparable German or foreign governing bodies
  • 4 Membership of comparable German or foreign governing bodies, Volkswagen AG Group appointments

Supervisory Board committees

(As of December 31, 2023)

Presiding Committee

Hans Dieter Pötsch (Chairman) Michael Lyngsie (Deputy Chairman) Daniela Cavallo (until March 20, 2023) Jürgen Kerner Gunnar Kilian Dr. Dr. Christian Porsche Karina Schnur (since March 21, 2023)

Audit Committee

Frank Witter (Chairman) Torsten Bechstädt (Deputy Chairman) Dr. Julia Kuhn-Piëch Lisa Lorentzon Nina Macpherson Karina Schnur

Nomination Committee

Hans Dieter Pötsch Gunnar Kilian Dr. Dr. Christian Porsche

Members of the Executive Board and their Appointments

Christian Levin

Lidingö, Sweden Chairman of the Executive Board and Chief Executive Officer of TRATON SE Chief Executive Officer of Scania

  • 2 MAN Truck & Bus SE (Chairman)
  • 4 Navistar International Corporation, USA Scania Growth Capital AB, Sweden Scania Growth Capital II AB, Sweden TRATON Financial Services AB, Sweden (Chairman) Volkswagen Truck & Bus Indústria e Comércio de Veículos Ltda., Brazil (Chairman)

Mathias Carlbaum

Hinsdale, USA Member of the Executive Board of TRATON SE Chief Executive Officer and President of Navistar

4 TRATON Financial Services AB, Sweden (since December 15, 2023)

Antonio Roberto Cortes

São Paulo-Indianópolis, Brazil Member of the Executive Board of TRATON SE Chief Executive Officer of Volkswagen Truck & Bus

3 Santa Joana Medical Group, Brazil

4 TRATON Financial Services AB, Sweden (since December 15, 2023)

Annette Danielski (until March 31, 2023)

Leinfelden-Echterdingen Member of the Executive Board of TRATON SE, responsible for Finance and Business Development

  • 2 MAN Truck & Bus SE (until March 31, 2023) Volkswagen Original Teile Logistik Beteiligungs-GmbH (until March 31, 2023)
  • 4 Navistar International Corporation, USA (until March 31, 2023) Scania AB, Sweden (Chairwoman) (until March 31, 2023) Scania CV AB, Sweden (Chairwoman) (until March 31, 2023) TRATON Financial Services AB, Sweden (Chairwoman) (until March 31, 2023) TRATON Sweden AB, Sweden (until March 31, 2023) TRATON Treasury AB, Sweden (Chairwoman) (until March 31, 2023) Volkswagen Truck & Bus Indústria e Comércio de Veículos Ltda., Brazil (until March 31, 2023)

Dr. Michael Jackstein (since April 1, 2023)

Braunschweig Member of the Executive Board of TRATON SE, responsible for Finance, Business Development, and Human Resources

  • 2 MAN Truck & Bus SE
  • 4 Navistar International Corporation, USA (since April 18, 2023) Scania AB, Sweden (Chairman) (since May 4, 2023) Scania CV AB, Sweden (Chairman) (since May 4, 2023) TRATON Financial Services AB, Sweden (since December 15, 2023) TRATON Sweden AB, Sweden (Chairman) (since April 24, 2023) TRATON Treasury AB, Sweden (Chairman) (until December 14, 2023) TRATON AB, Sweden (since December 14, 2023) Volkswagen Middle East QFZ LLC Volkswagen Truck & Bus Indústria e Comércio de Veículos Ltda., Brazil (since May 2, 2023)

Catharina Modahl Nilsson (since April 1, 2023) Stockholm, Sweden Member of the Executive Board of TRATON SE, responsible for Product Management in the TRATON GROUP

  • 3 Chalmers University of Technology AB, Sweden Knightec AB, Sweden Modahlen Group AB, Sweden Semcon AB, Sweden
  • 4 TRATON AB, Sweden

Bernd Osterloh (until March 31, 2023)

Wolfsburg, Fallersleben Member of the Executive Board of TRATON SE, responsible for Human Resources

  • 2 Volkswagen Group Services GmbH (until May 16, 2023)
  • 4 Autostadt GmbH (until March 31, 2023) VfL Wolfsburg-Fußball GmbH

Alexander Vlaskamp

Starnberg Member of the Executive Board of TRATON SE Chief Executive Officer of MAN

  • 2 MAN Truck & Bus Deutschland GmbH (Chairman)
  • 3 Sinotruk (Hong Kong) Ltd., China Rheinmetall MAN Military Vehicles GmbH
  • 4 TRATON Financial Services AB, Sweden

As of December 31, 2023

  • 1 Membership of statutory German supervisory boards
  • 2 Membership of statutory German supervisory boards, Volkswagen AG Group appointments
  • 3 Membership of comparable German or foreign governing bodies
  • 4 Membership of comparable German or foreign governing bodies,
  • Volkswagen AG Group appointments

List of Shareholdings

Name and domicile of the company Currency Exchange
rate
(1 euro=)
12/31/2023
Equity interest
in %
Equity in
thousands
Local currency
Result in
thousands
Local currency
Footnote Year
I. PARENT COMPANY
TRATON SE, Munich
II. SUBSIDIARIES
A. Consolidated companies
1. Germany
KOSIGA GmbH & Co. KG, Pullach i. Isartal EUR 94.00 38,584 497 2022
LOTS Germany GmbH, Koblenz EUR 100.00 25 4) 2022
M A N Verwaltungs-Gesellschaft mbH, Munich EUR 100.00 1,039 1) 2023
MAN Brand GmbH & Co. KG, Grünwald EUR 100.00 25 40,146 2022
MAN GHH Immobilien GmbH, Oberhausen EUR 100.00 44,668 1) 2023
MAN Grundstücksgesellschaft mbH & Co. Epsilon KG, Munich EUR 100.00 665 50 2022
MAN Marken GmbH, Munich EUR 100.00 27 1) 2023
MAN Service und Support GmbH, Munich EUR 100.00 25 1) 2023
MAN Truck & Bus Deutschland GmbH, Munich EUR 100.00 130,934 1) 2023
MAN Truck & Bus SE, Munich EUR 100.00 573,491 1) 2023
MAN Zweite Beteiligungs GmbH, Munich EUR 100.00 2022
Navistar Europe GmbH, Nuremberg EUR 100.00 619 2 2022
Scania CV Deutschland Holding GmbH, Koblenz EUR 100.00 66,295 1) 2023
SCANIA DEUTSCHLAND GmbH, Koblenz EUR 100.00 36,625 1) 2023
Scania Finance Deutschland GmbH, Koblenz EUR 100.00 62,913 1) 2023
SCANIA Real Estate Deutschland GmbH, Koblenz EUR 100.00 15,183 1) 2023
Scania Versicherungsvermittlung GmbH, Koblenz EUR 100.00 1,322 189 2022
SCANIA Vertrieb und Service GmbH, Koblenz EUR 100.00 9,463 1) 2023
TARONA Verwaltung GmbH & Co. Alpha KG, Pullach i. Isartal EUR 100.00 5,124 2,248 2022
Name and domicile of the company Currency Exchange
rate
(1 euro=)
12/31/2023
Equity interest
in %
Equity in
thousands
Local currency
Result in
thousands
Local currency
Footnote Year
TB Digital Services GmbH, Munich EUR 100.00 25 1) 2023
TORINU Verwaltung GmbH & Co. Beta KG, Pullach i. Isartal EUR 100.00 18,100 1,866 2022
2. Other countries
AB Dure, Södertälje SEK 11.0874 100.00 1,440 5) 2022
AB Folkvagn, Södertälje SEK 11.0874 100.00 100 5) 2022
AB Scania-Vabis, Södertälje SEK 11.0874 100.00 100 5) 2022
Ainax AB, Södertälje SEK 11.0874 100.00 120 5) 2022
Bellwether Forest Products, LLC, Camden, South Carolina USD 1.1077 100.00 2022
Bilmetro AB, Gävle SEK 11.0874 100.00 628,874 124,486 2022
Bilmetro Lastbilar i Hudiksvall AB, Gävle SEK 11.0874 100.00 29 –110 2022
Blue Diamond Parts LLC, Lisle, Illinois USD 1.1077 100.00 42,403 30,698 2022
Centurion Truck & Bus (Pty) Ltd. t/a, Centurion ZAR 20.4442 70.00 24,337 3,945 2022
Chicago International Trucks - Chicago, LLC, Chicago, Illinois USD 1.1077 100.00 –5,793 5) 2022
Codema Comercial e Importadora Ltda., Guarulhos BRL 5.3750 99.98 321,985 97,408 2022
Fastighetsaktiebolaget Flygmotorn, Södertälje SEK 11.0874 100.00 18,719 65 2022
Fastighetsaktiebolaget Hjulnavet, Södertälje SEK 11.0874 100.00 55,260 1,396 2022
Fastighetsaktiebolaget Vindbron, Södertälje SEK 11.0874 100.00 44,146 1,106 2022
Fastighetsbolaget Bärgningsbilen 2 Örebro AB, Stockholm SEK 11.0874 100.00 2022
Fastighetsbolaget Fluoret AB, Stockholm SEK 11.0874 100.00 2022
Fastighetsbolaget Gilltuna Västerås AB, Stockholm SEK 11.0874 100.00 2022
Ferruform AB, Luleå SEK 11.0874 100.00 80,269 8,701 2022
Griffin Automotive Ltd., Road Town TWD 33.9211 100.00 2,729,741 614,568 2022
Griffin Lux S.à r.l., Luxembourg EUR 12) 2022
Harbour Assurance Company of Bermuda Ltd., Hamilton USD 1.1077 100.00 8,366 2,487 2022
HTD I Oskarshamn AB, Oskarshamn SEK 11.0874 100.00 571 2022
IC Bus LLC, Lisle, Illinois USD 1.1077 100.00 986,193 66,842 2022
IC Bus of Oklahoma, LLC, Tulsa, Oklahama USD 1.1077 100.00 3) 2022
Name and domicile of the company Currency Exchange
rate
(1 euro=)
12/31/2023
Equity interest
in %
Equity in
thousands
Local currency
Result in
thousands
Local currency
Footnote Year
International DealCor Operations, Ltd., George Town USD 1.1077 100.00 56,788 2022
International Engine Intellectual Property Company, LLC, Lisle, Illinois USD 1.1077 100.00 503,030 1,091 2022
International of Mexico Holding Corporation LLC, Lisle, Illinois USD 1.1077 100.00 720,329 –4,746 2022
International Parts Distribution S. de R.L. de C.V., Miguel Hidalgo MXN 18.7689 100.00 398,411 326,287 2022
International Truck and Engine Corporation Cayman Islands Holding Company,
Lisle, Illinois
USD 1.1077 100.00 –68,006 3,120 2022
International Truck and Engine Corporation U.S. Holding Company, LLC, Lisle, Illinois USD 1.1077 100.00 92 2022
International Truck and Engine Overseas Corp., Lisle, Illinois USD 1.1077 100.00 –10,124 2022
International Truck Intellectual Property Company, LLC, Lisle, Illinois USD 1.1077 100.00 1,009,222 23,869 2022
International Truck Leasing Corp., Lisle, Illinois USD 1.1077 100.00 5,687 937 2022
Italscania S.p.A., Trento EUR 100.00 65,845 37,589 2022
Kai Tak Holding AB, Södertälje SEK 11.0874 100.00 120 5) 2022
Laxå Specialvehicles AB, Laxå SEK 11.0874 100.00 121,949 1,333 2022
LOTS Chile S.p.A., Santiago de Chile CLP 977.9400 100.00 3,082,244 –731,211 2022
LOTS Group AB, Södertälje SEK 11.0874 100.00 447,602 –8,397 2022
LOTS Latin América Logística de Transportes Ltda., São Bernardo do Campo BRL 5.3750 100.00 155,918 –5,578 2022
Lots Logistics (Guangxi) Co. Ltd., Beihai CNY 7.8700 100.00 4,780 5) 2022
LOTS Peru S.A., Lima PEN 4.0905 100.00 4) 2022
LOTS SPV USA LLC, Wilmington, Delaware USD 1.1077 70.00 11,548 –534 2022
LOTS Ventures Canada Inc., Vancouver, British Columbia CAD 1.4681 80.00 6,660 –1,656 2022
LOTS Ventures USA Inc., Wilmington, Delaware USD 1.1077 100.00 8,084 2022
Mälardalens Tekniska Gymnasium AB, Södertälje SEK 11.0874 80.00 28,622 1,586 2022
MAN Automotive (South Africa) (Pty) Ltd., Johannesburg ZAR 20.4442 100.00 1,072,157 80,329 2022
MAN Bus Sp. z o.o., Starachowice PLN 4.3409 100.00 986,498 97,941 2022
MAN Components s.r.o., Bánovce nad Bebravou EUR 100.00 11,782 1,954 2022
MAN Engines & Components Inc., Pompano Beach, Florida USD 1.1077 100.00 113,906 10,050 2022
MAN Finance and Holding S.A., Strassen EUR 100.00 1,689,321 133,325 2022
MAN Hellas Truck & Bus A.E., Aspropygros EUR 100.00 1,874 2 2022
Name and domicile of the company Currency Exchange
rate
(1 euro=)
12/31/2023
Equity interest
in %
Equity in
thousands
Local currency
Result in
thousands
Local currency
Footnote Year
MAN Kamion és Busz Kereskedelmi Kft., Dunaharaszti HUF 382.3900 100.00 6,919,490 238,677 2022
MAN Kamyon ve Otobüs Ticaret A.S., Ankara TRY 32.7438 100.00 706,553 118,464 2022
MAN Nutzfahrzeuge Immobilien GmbH, Vienna EUR 100.00 32,828 3,181 2022
MAN Shared Services Center Sp. z o.o., Poznan PLN 4.3409 100.00 15,589 1,759 2022
MAN Truck & Bus (Korea) Ltd., Yongin KRW 1,440.7150 100.00 17,275,566 5,193,413 2022
MAN Truck & Bus (M) Sdn. Bhd., Rawang MYR 5.0899 100.00 54,244 –1,930 2022
MAN Truck & Bus Czech Republic s.r.o., Cestlice CZK 24.7180 100.00 1,428,630 191,024 2022
MAN Truck & Bus Danmark A/S, Greve DKK 7.4530 100.00 155,666 14,268 2022
MAN Truck & Bus France S.A.S., Evry EUR 100.00 89,528 3,767 2022
MAN Truck & Bus Iberia S.A., Coslada EUR 100.00 130,659 12,620 2022
MAN Truck & Bus Italia S.p.A., Dossobuono di Villafranca EUR 100.00 36,091 4,177 2022
MAN Truck & Bus Middle East FZE, Dubai AED 4.0683 100.00 52,859 1,298 2022
MAN Truck & Bus N.V., Kobbegem EUR 100.00 31,449 3,163 2022
MAN Truck & Bus Norge A/S, Lorenskog NOK 11.2408 100.00 160,183 27,631 2022
MAN Truck & Bus Polska Sp. z o.o., Nadarzyn PLN 4.3409 100.00 113,444 54,412 2022
MAN Truck & Bus Portugal S.U. Lda., Lisbon EUR 100.00 9,265 4,150 2022
MAN Truck & Bus Schweiz AG, Otelfingen CHF 0.9264 100.00 31,761 2,377 2022
MAN Truck & Bus Slovakia s.r.o., Bratislava EUR 100.00 13,993 3,155 2022
MAN Truck & Bus Slovenija d.o.o., Ljubljana EUR 100.00 14,565 851 2022
MAN Truck & Bus Trading (China) Co., Ltd., Beijing CNY 7.8700 100.00 67,330 –4,595 2022
MAN Truck & Bus UK Ltd., Swindon GBP 0.8691 100.00 121,972 11,100 2022
MAN Truck & Bus Vertrieb Österreich GmbH, Vienna EUR 100.00 264,985 12,630 2022
MAN Trucks Sp. z o.o., Niepolomice PLN 4.3409 100.00 1,468,188 158,856 2022
MAN Türkiye A.S., Ankara TRY 32.7438 99.99 2,256,419 650,349 2022
Metrobus AB, Gävle SEK 11.0874 100.00 1,089 661 2022
MW-Hallen Restaurang AB, Södertälje SEK 11.0874 100.00 1,987 –6 2022
N.W.S. S.r.l., in liquidation, Trento EUR 52.50 21 –3 2) 2022
Navistar (Shanghai) Trading Co., Ltd., Shanghai CNY 7.8700 100.00 25,613 976 2022
Name and domicile of the company Currency Exchange
rate
(1 euro=)
12/31/2023
Equity interest
in %
Equity in
thousands
Local currency
Result in
thousands
Local currency
Footnote Year
Navistar Aftermarket Products, Inc., Lisle, Illinois USD 1.1077 100.00 38,776 7,591 2022
Navistar Auspac Pty. Ltd., Tullamarine AUD 1.6292 100.00 1,759 26 2022
Navistar Big Bore Diesels, LLC, Huntsville, Alabama USD 1.1077 100.00 –59,016 –15,162 2022
Navistar Canada, ULC, Hannon, Ontario CAD 1.4681 100.00 137,736 325,549 2022
Navistar Comercial S.A. de C.V., Miguel Hidalgo MXN 18.7689 100.00 307,728 33,541 2022
Navistar Diesel of Alabama, LLC, Lisle, Illinois USD 1.1077 100.00 90,056 –84 2022
Navistar Financial Corporation, Lisle, Illinois USD 1.1077 100.00 191,436 20,505 2022
Navistar Financial Dealer Note Master Owner Trust II, Wilmington, Delaware USD 1.1077 12) 2022
Navistar Financial Securities Corp., Lisle, Illinois USD 1.1077 100.00 67,596 8,182 2022
Navistar Financial Services North America Holding LLC, Herndon, Virginia USD 1.1077 100.00 1,420 147 2022
Navistar Financial, S.A. de C.V. SOFOM E.R., Miguel Hidalgo MXN 18.7689 100.00 5,838,094 889,110 2022
Navistar Global Operations Corp., Lisle, Illinois USD 1.1077 100.00 2022
Navistar Hong Kong Holding Company Ltd., Hong Kong HKD 8.6529 100.00 4,110 –123 2022
Navistar International B.V., Amsterdam USD 1.1077 100.00 605,428 –3,985 2022
Navistar International Corporation, Lisle, Illinois USD 1.1077 100.00 3,310,843 –23,053 2022
Navistar International Employee Leasing Company, Lisle, Illinois USD 1.1077 100.00 10,443 3,945 2022
Navistar International Mexico, S. de R.L. de C.V., Escobedo MXN 18.7689 100.00 5,284,371 1,855,895 2022
Navistar International Pvt. Ltd., Pune INR 92.1170 100.00 146,323 3,272 3) 2022
Navistar International Southern Africa (Pty) Ltd., Johannesburg ZAR 20.4442 100.00 –59,385 –13,299 2022
Navistar International Truck Mexico, S. de R.L. de C.V., Miguel Hidalgo MXN 18.7689 100.00 5,064,500 1,851,502 2022
Navistar Leasing Company, Lisle, Illinois USD 1.1077 12) 2022
Navistar Leasing Services Corp., Lisle, Illinois USD 1.1077 100.00 39,971 3,811 2022
Navistar Mexico, S. de R.L. de C.V., Mexico City MXN 18.7689 100.00 4,666,244 1,518,562 2022
Navistar San Antonio Manufacturing LLC, Lisle, Illinois USD 1.1077 100.00 –89,813 –63,611 2022
Navistar, Inc., Lisle, Illinois USD 1.1077 100.00 –7,006,733 284,018 2022
NC2 Global LLC, Lisle, Illinois USD 1.1077 100.00 140,081 2,323 2022
NC2 Luxembourg S.a.r.l., Luxembourg USD 1.1077 100.00 –122,364 –5,140 3) 2022
Norsk Scania AS, Oslo NOK 11.2408 100.00 305,051 555,614 2022
Name and domicile of the company Currency Exchange
rate
(1 euro=)
12/31/2023
Equity interest
in %
Equity in
thousands
Local currency
Result in
thousands
Local currency
Footnote Year
Norsk Scania Eiendom AS, Oslo NOK 11.2408 100.00 130,664 9,223 2022
OCC Technologies, LLC, Lisle, Illinois USD 1.1077 100.00 15,174 –6,916 2022
OOO Scania Peter, St. Petersburg RUB 99.9661 100.00 311,827 44,918 2022
Parts and Service Ventures, Inc., Lisle, Illinois USD 1.1077 100.00 1,720 –4 2022
Power Vehicle Co. Ltd., Bangkok THB 37.9886 49.00 26,964 25,321 2022
PT Scania Parts Indonesia, Balikpapan IDR 17,055.2550 100.00 1,319 –5,995 2022
Reliable Vehicles Ltd., Milton Keynes GBP 0.8691 100.00 2,500 5) 2022
Revra AB, Örebro SEK 11.0874 100.00 2022
Sågverket 6 AB, Södertälje SEK 11.0874 100.00 122 –244 2022
Scan Siam Service Co. Ltd., Bangkok THB 37.9886 49.00 89,368 39,953 2022
Scanexpo International S.A., Montevideo USD 1.1077 100.00 3,072 75 2022
Scania (Hong Kong) Ltd., Hong Kong HKD 8.6529 100.00 45,709 4,630 2022
Scania (Malaysia) Sdn. Bhd., Shah Alam MYR 5.0899 100.00 57,628 7,947 2022
Scania AB, Södertälje SEK 11.0874 100.00 25,070,257 9,500,161 2022
Scania Administradora de Consórcios Ltda., Cotia BRL 5.3750 99.99 157,650 72,859 2022
Scania Argentina S.A., Buenos Aires USD 1.1077 100.00 51,300,070 5,893,215 2022
Scania Australia Pty. Ltd., Melbourne AUD 1.6292 100.00 80,790 22,030 2022
Scania Banco S.A., São Bernardo do Campo BRL 5.3750 100.00 768,112 89,799 9) 2022
Scania Belgium N.V., Neder-Over-Heembeek EUR 100.00 3,884 11,882 2022
Scania BH d.o.o., Sarajevo BAM 1.9558 100.00 3,709 700 2022
Scania Botswana (Pty) Ltd., Gaborone BWP 14.8486 100.00 16,312 7,204 2022
Scania Bulgaria EOOD, Sofia BGN 1.9559 100.00 14,673 11,659 2022
Scania Bus & Coach UK Ltd., Milton Keynes GBP 0.8691 100.00 5) 2022
Scania Bus Financing AB, Södertälje SEK 11.0874 100.00 100 2022
Scania Central Asia LLP, Almaty KZT 506.0100 100.00 890,212 –5,886 2022
Scania Chile S.A., Santiago de Chile CLP 977.9400 100.00 34,618,661 10,475,113 2022
Scania Colombia S.A.S., Bogotá COP 4,291.2300 100.00 180,346,329 45,777,621 2022
Scania Comercial, S.A. de C.V., Querétaro MXN 18.7689 100.00 435,745 20,271 2022
Name and domicile of the company Currency Exchange
rate
(1 euro=)
12/31/2023
Equity interest
in %
Equity in
thousands
Local currency
Result in
thousands
Local currency
Footnote Year
Scania Commercial Vehicles India Pvt. Ltd., Bangalore INR 92.1170 100.00 –2,249,245 –202,456 2022
Scania Commercial Vehicles Renting S.A., San Fernando de Henares EUR 100.00 42,267 2,881 2022
Scania Commerciale S.p.A., Trento EUR 100.00 12,517 2,203 2022
Scania Corretora de Seguros Ltda., São Bernardo do Campo BRL 5.3750 100.00 2022
Scania Credit (Malaysia) Sdn. Bhd., Shah Alam MYR 5.0899 100.00 4,995 –6,162 2022
Scania Credit AB, Södertälje EUR 100.00 1,714 304 2022
Scania Credit Argentina S.A.U., Buenos Aires ARS 894.9939 100.00 202,182 72,838 2022
Scania Credit Hrvatska d.o.o., Lucko (Zagreb) EUR 100.00 4,077 205 2022
Scania Credit Romania IFN S.A., Ciorogârla RON 4.9759 100.00 57,787 6,472 2022
Scania Credit Singapore Pte. Ltd., Singapore SGD 1.4612 100.00 255 83 2022
Scania Credit Solutions (T) Ltd., Dar es Salaam TZS 2,788.0800 100.00 4,260,912 –394,098 2022
Scania Credit Solutions Pty Ltd., Aeroton ZAR 20.4442 100.00 21,825 4,107 2022
Scania Credit Taiwan Ltd., New Taipei City TWD 33.9211 100.00 12,726 5,089 2022
Scania Crna Gora d.o.o., Danilovgrad EUR 100.00 37 –99 2022
Scania CV AB, Södertälje SEK 11.0874 100.00 42,545,102 3,239,074 2022
Scania Czech Republic s.r.o., Prague CZK 24.7180 100.00 942,953 649,602 2022
Scania Danmark A/S, Ishöj DKK 7.4530 100.00 396,778 180,080 2022
Scania Danmark Ejendom ApS, Ishöj DKK 7.4530 100.00 110,473 3,467 2022
Scania del Perú S.A., Lima PEN 4.0905 100.00 71,333 30,267 2022
Scania Delivery Center AB, Södertälje SEK 11.0874 100.00 191,685 39,127 2022
Scania East Africa Ltd., Nairobi KES 173.9050 100.00 –825,094 –415,558 2021
Scania Eesti AS, Tallinn EUR 100.00 12,370 4,108 2022
Scania Finance Australia Pty. Ltd., Melbourne AUD 1.6292 100.00 28,067 3,175 2022
Scania Finance Belgium N.V., Neder-Over-Heembeek EUR 100.00 20,187 1,747 2022
Scania Finance Bulgaria EOOD, Sofia BGN 1.9559 100.00 22,650 4,154 2022
Scania Finance Chile S.A., Santiago de Chile CLP 977.9400 100.00 23,157,768 12,787,946 8) 2022
Scania Finance Colombia S.A.S., Bogotá COP 4,291.2300 100.00 4,111,090 –1,455,765 2022
Scania Finance Czech Republic spol. s r.o., Prague CZK 24.7180 100.00 894,790 21,068 2022
Name and domicile of the company Currency Exchange
rate
(1 euro=)
12/31/2023
Equity interest
in %
Equity in
thousands
Local currency
Result in
thousands
Local currency
Footnote Year
Scania Finance France S.A.S., Angers EUR 100.00 63,752 2,474 2022
Scania Finance Great Britain Ltd., London GBP 0.8691 100.00 138,725 22,776 2022
Scania Finance Hispania EFC S.A., San Fernando de Henares EUR 100.00 50,293 1,526 2022
Scania Finance Ireland Ltd., Dublin EUR 100.00 15,595 2,671 2022
Scania Finance Italy S.p.A., Milan EUR 100.00 68,255 7,461 2022
Scania Finance Korea Ltd., Chung-Ang KRW 1,440.7150 100.00 63,616,862 5,434,611 2022
Scania Finance Luxembourg S.A., Munsbach EUR 100.00 5,570 156 2022
Scania Finance Magyarország Zrt., Biatorbágy HUF 382.3900 100.00 3,176,575 181,030 2022
Scania Finance Maroc S.A., Casablanca MAD 10.9521 100.00 4) 6) 2023
Scania Finance Mexico, S.A. de C.V. SOFOM, E.N.R., El Marqués MXN 18.7689 100.00 36,742 11,751 2022
Scania Finance Nederland B.V., Breda EUR 100.00 50,018 5,646 8) 2022
Scania Finance New Zealand Ltd., Auckland NZD 1.7529 100.00 5,967 328 2022
Scania Finance Polska Sp. z o.o., Nadarzyn PLN 4.3409 100.00 271,149 35,198 2022
Scania Finance Schweiz AG, Kloten CHF 0.9264 100.00 8,717 –45 2022
Scania Finance Slovak Republic s.r.o., Senec EUR 100.00 13,781 748 2022
Scania Finance Southern Africa (Pty) Ltd., Aeroton ZAR 20.4442 100.00 910,451 164,026 2022
Scania Financial Leasing (China) Co., Ltd., Shanghai CNY 7.8700 100.00 150,379 –6,102 2022
Scania Finans AB, Södertälje SEK 11.0874 100.00 2,461,402 705,457 2022
Scania France S.A.S., Angers EUR 100.00 96,343 51,771 2022
Scania Great Britain Ltd., Milton Keynes GBP 0.8691 100.00 169,627 108,030 2022
Scania Griffin Sales & Services AB, Södertälje SEK 11.0874 100.00 100 5) 2022
Scania Group (Thailand) Co., Ltd., Bangkok THB 37.9886 100.00 32,394 2022
Scania Growth Capital AB, Södertälje SEK 11.0874 90.10 399,925 15,145 2022
Scania Growth Capital II AB, Södertälje SEK 11.0874 90.10 280,269 244 4) 2022
Scania Hispania S.A., San Fernando de Henares EUR 100.00 33,608 25,404 11) 2022
Scania Holding France S.A.S., Angers EUR 100.00 109,173 50,224 2022
Scania Holding Inc., Columbus, Indiana USD 1.1077 100.00 632 –989 2022
Scania Hrvatska d.o.o., Lucko (Zagreb) EUR 100.00 7,414 1,954 2022
Name and domicile of the company Currency Exchange
rate
(1 euro=)
12/31/2023
Equity interest
in %
Equity in
thousands
Local currency
Result in
thousands
Local currency
Footnote Year
Scania Hungaria Kft., Biatorbágy HUF 382.3900 100.00 4,826,678 3,524,821 2022
Scania Industrial Maintenance AB, Södertälje SEK 11.0874 100.00 27,277 4,183 2022
Scania Insurance Nederland B.V., Middelharnis EUR 100.00 9) 2022
Scania Insurance Polska Sp. z o.o., Nadarzyn PLN 4.3409 100.00 3,788 3,704 2022
Scania Investimentos Imobiliários S.A., Vialonga EUR 100.00 693 –29 2022
Scania IT AB, Södertälje SEK 11.0874 100.00 117,162 2022
Scania IT France S.A.S., Angers EUR 100.00 298 207 2022
Scania IT Nederland B.V., Zwolle EUR 100.00 1,022 173 2022
Scania Japan Ltd., Tokyo JPY 156.7900 100.00 –433,436 75,173 2022
Scania Korea Group Ltd., Seoul KRW 1,440.7150 100.00 93,037,926 65,390,279 2022
Scania Latin America Ltda., São Bernardo do Campo BRL 5.3750 100.00 4,748,288 2,183,182 2022
Scania Latvia SIA, Riga EUR 100.00 13,347 4,416 2022
Scania Leasing BH d.o.o., Sarajevo BAM 1.9558 100.00 322 –461 4) 2022
Scania Leasing d.o.o., Ljubljana EUR 100.00 8,211 618 2022
Scania Leasing Ltd., Dublin EUR 100.00 0 5) 2022
Scania Leasing Österreich GmbH, Brunn am Gebirge EUR 100.00 15,814 1,866 2022
Scania Leasing RS d.o.o., Krnješevci RSD 117.1850 100.00 177,915 30,745 2022
Scania Lízing Kft., Biatorbágy HUF 382.3900 100.00 277,492 –134,300 2022
Scania Locacao Ltda., São Bernardo do Campo BRL 5.3750 100.00 471 –29 4) 2022
Scania Location S.A.S., Angers EUR 100.00 2022
Scania Logistics Netherlands B.V., Zwolle EUR 100.00 6,011 2,093 2022
Scania Luxembourg S.A., Munsbach EUR 100.00 841 2019
Scania Makedonija d.o.o.e.l., Ilinden MKD 61.6200 100.00 16,088 4,084 2022
Scania Manufacturing (Thailand) Co., Ltd., Bangkok THB 37.9886 100.00 105,289 2022
Scania Maroc S.A., Casablanca MAD 10.9521 100.00 176,960 49,822 2022
Scania Middle East FZE, Dubai AED 4.0683 100.00 24,446 13,559 2022
Scania Milano S.p.A., Lainate EUR 100.00 9,396 2,041 2022
Scania Moçambique, S.A., Beira MZN 70.7650 100.00 –4,500 –7,109 2022
Name and domicile of the company Currency Exchange
rate
(1 euro=)
12/31/2023
Equity interest
in %
Equity in
thousands
Local currency
Result in
thousands
Local currency
Footnote Year
Scania Namibia (Pty) Ltd., Windhoek NAD 20.5401 100.00 31,785 10,137 2022
Scania Nederland B.V., Breda EUR 100.00 74,888 29,871 2022
Scania New Zealand Ltd., Wellington NZD 1.7529 100.00 34,668 4,738 2022
Scania Omni AB, Södertälje SEK 11.0874 100.00 2,400 5) 2022
Scania Österreich Ges.m.b.H., Brunn am Gebirge EUR 100.00 42,653 23,435 2022
Scania Österreich Holding GmbH, Brunn am Gebirge EUR 100.00 18,579 –6 2022
Scania Overseas AB, Södertälje SEK 11.0874 100.00 71,635 4 2022
Scania Polska S.A., Nadarzyn PLN 4.3409 100.00 383,594 281,088 2022
Scania Portugal, Unipessoal Lda., Santa Iria de Azóia EUR 100.00 15,111 7,733 2022
Scania Production (China) Co., Ltd., Rugao CNY 7.8700 100.00 738,841 –63,454 2022
Scania Production Angers S.A.S., Angers EUR 100.00 29,656 4,363 2022
Scania Production Meppel B.V., Meppel EUR 100.00 28,680 3,162 2022
Scania Production Słupsk S.A., Słupsk PLN 4.3409 100.00 49,563 6,238 2022
Scania Production Zwolle B.V., Zwolle EUR 100.00 820 245 2022
Scania Properties Ltd., Milton Keynes GBP 0.8691 100.00 501 5) 2022
Scania Real Estate (UK) Ltd., Milton Keynes GBP 0.8691 100.00 9,067 1,011 2022
Scania Real Estate Belgium N.V., Neder-Over-Heembeek EUR 100.00 4,496 500 2022
Scania Real Estate Bulgaria EOOD, Sofia BGN 1.9559 100.00 167 201 2022
Scania Real Estate Czech Republic s.r.o., Prague CZK 24.7180 100.00 104,497 6,189 2022
Scania Real Estate Finland Oy, Helsinki EUR 100.00 18,370 51 2022
Scania Real Estate France S.A.S., Angers EUR 100.00 5,139 319 2022
Scania Real Estate Hispania S.L., San Fernando de Henares EUR 100.00 1,605 231 2022
Scania Real Estate Holding Luxembourg S.àr.l., Munsbach EUR 100.00 5,736 826 2022
Scania Real Estate Holding Oy, Helsinki EUR 100.00 5,574 80 2022
Scania Real Estate Hong Kong Ltd., Hong Kong HKD 8.6529 100.00 46 5) 2022
Scania Real Estate Hungaria Kft., Biatorbágy HUF 382.3900 100.00 956,591 55,890 2022
Scania Real Estate Kenya Ltd., Nairobi KES 173.9050 100.00 183,783 –11,579 2020
Scania Real Estate Lund AB, Södertälje SEK 11.0874 100.00 104 2 2022
Name and domicile of the company Currency Exchange
rate
(1 euro=)
12/31/2023
Equity interest
in %
Equity in
thousands
Local currency
Result in
thousands
Local currency
Footnote Year
Scania Real Estate New Zealand Limited, Auckland NZD 1.7529 100.00 4) 6) 2023
Scania Real Estate Österreich GmbH, Brunn am Gebirge EUR 100.00 8,937 1,160 2022
Scania Real Estate Polska Sp. z o.o., Nadarzyn PLN 4.3409 100.00 81,126 7,940 2022
Scania Real Estate Romania S.R.L., Ciorogârla RON 4.9759 100.00 8,625 1,106 2022
Scania Real Estate Schweiz AG, Kloten CHF 0.9264 100.00 3,463 1,902 2022
Scania Real Estate Services AB, Södertälje SEK 11.0874 100.00 1,183,432 249,736 2022
Scania Real Estate Slovakia s.r.o., Senec EUR 100.00 4,220 353 2022
Scania Real Estate The Netherlands B.V., Breda EUR 100.00 8,370 1,205 2022
Scania Rent Romania S.R.L., Ciorogârla RON 4.9759 100.00 21,508 7,522 2022
Scania Romania S.R.L., Ciorogârla RON 4.9759 100.00 62,141 39,270 2022
Scania Sales (China) Co., Ltd., Beijing CNY 7.8700 100.00 121,434 –80,937 2022
Scania Sales and Service (Guangzhou) Co., Ltd., Guangzhou CNY 7.8700 100.00 –42,444 –15,660 2022
Scania Sales and Services AB, Södertälje SEK 11.0874 100.00 18,224,201 3,342,101 2022
Scania Schweiz AG, Kloten CHF 0.9264 100.00 32,578 29,317 2022
Scania Senegal S.U.A.R.L., Dakar XOF 655.9570 100.00 –63,214 –27,304 2022
Scania Services del Perú S.A., Lima PEN 4.0905 100.00 61,512 25,699 2022
Scania Servicii Asigurari S.R.L., Ciorogârla RON 4.9759 100.00 2,385 –73 2022
Scania Servicios, S.A. de C.V., El Marqués MXN 18.7689 100.00 110 –9 2022
Scania Siam Co. Ltd., Bangkok THB 37.9886 99.99 482,352 19,188 2022
Scania Siam Leasing Co. Ltd., Bangkok THB 37.9886 100.00 412,016 64,431 2022
Scania Singapore Pte. Ltd., Singapore SGD 1.4612 100.00 5,920 3,158 2022
Scania Slovakia s.r.o., Senec EUR 100.00 13,382 5,869 2022
Scania Slovenija d.o.o., Ljubljana EUR 100.00 9,363 4,292 2022
Scania South Africa (Pty) Ltd., Aeroton ZAR 20.4442 100.00 900,040 364,509 2022
Scania Srbija d.o.o., Krnješevci RSD 117.1850 100.00 602,266 249,124 2022
Scania Sumistradora de Flota Tres SpA, Santiago de Chile CLP 977.9400 100.00 6) 9) 2023
Scania Sumistradora de Flota Uno SpA, Santiago de Chile CLP 977.9400 100.00 6) 9) 2023
Scania Suomi Oy, Helsinki EUR 100.00 37,498 23,588 2022
Name and domicile of the company Currency Exchange
rate
(1 euro=)
12/31/2023
Equity interest
in %
Equity in
thousands
Local currency
Result in
thousands
Local currency
Footnote Year
Scania Sverige AB, Södertälje SEK 11.0874 100.00 546,330 12,754 2022
Scania Sverige Bussar AB, Södertälje SEK 11.0874 100.00 42,966 5) 2022
Scania Tanzania Ltd., Dar es Salaam TZS 2,788.0800 100.00 14,990,000 809,537 2022
Scania Thailand Co. Ltd., Bangkok THB 37.9886 99.99 118,948 21,933 2022
Scania Transportlaboratorium AB, Södertälje SEK 11.0874 100.00 3,224 –31 2022
Scania Treasury AB, Södertälje SEK 11.0874 100.00 78,082,414 –946,747 2022
Scania Trucks & Buses AB, Södertälje SEK 11.0874 100.00 80,721 732 2022
Scania USA Inc., San Antonio, Texas USD 1.1077 100.00 15,133 3,963 2022
Scania West Africa Ltd., Accra GHS 13.2537 100.00 –9,381 –5,925 2022
Scania-Kringlan AB, Södertälje SEK 11.0874 100.00 6,000 5) 2022
Scania-Vabis 118 AB, Värnamo SEK 11.0874 100.00 5,106 3,127 2022
Scanlink Ltd., Milton Keynes GBP 0.8691 100.00 1,956 5) 2022
Scanrent - Alguer de Viaturas sem Condutor, S.A., Santa Iria de Azóia EUR 100.00 14,095 1,496 2022
Scantruck Ltd., Milton Keynes GBP 0.8691 100.00 1,671 5) 2022
SLA Treasury Spain S.L., Barcelona BRL 5.3750 100.00 9,829,025 –144,164 2022
Södertälje Bilkredit AB, Södertälje SEK 11.0874 100.00 100 5) 2022
SOE Busproduction Finland Oy, Lahti EUR 100.00 9,490 1,032 2022
Southway Scania Ltd., Milton Keynes GBP 0.8691 100.00 1,170 5) 2022
SST Sustainable Transport Solutions India Pvt. Ltd., Nagpur INR 92.1170 99.99 25,327 –420 2022
Stop 134 AB, Stockholm SEK 11.0874 100.00 2022
Tachy Experts S.A.S., Angers EUR 100.00 229 77 2022
TFS Brasil Holding Ltda., São Paulo BRL 5.3750 100.00 6) 2023
TOV Donbas-Scan-Service, Makiivka UAH 42.1157 100.00 11,673 571 2022
TOV Kyiv-Scan, Kyiv UAH 42.1157 100.00 12,600 54 2022
TOV MAN Truck & Bus Ukraine, Kyiv UAH 42.1157 100.00 414,688 94,802 2022
TOV Scania Credit Ukraine, Kyiv UAH 42.1157 100.00 298,502 61,532 2022
TOV Scania Ukraine, Kyiv UAH 42.1157 100.00 278,884 91,378 2022
TOV Scania-Lviv, Lviv UAH 42.1157 100.00 32,769 13 2022
Name and domicile of the company Currency Exchange
rate
(1 euro=)
12/31/2023
Equity interest
in %
Equity in
thousands
Local currency
Result in
thousands
Local currency
Footnote Year
Transproteccion Agente de Seguros S.A. de C.V., Miguel Hidalgo MXN 18.7689 100.00 77,507 27,068 2022
TRATON AB, Södertälje SEK 11.0874 100.00 12,693 –2,638 2022
TRATON Finance & Services AS, Tallinn EUR 100.00 4) 2022
TRATON Finance Luxembourg S.A., Strassen EUR 100.00 49,020 4,296 2022
TRATON Financial Services Aktiebolag, Södertälje SEK 11.0874 100.00 494,485 133,607 2022
TRATON International S.A., Strassen EUR 100.00 16,433,487 368,913 2022
TRATON Sweden AB, Södertälje EUR 100.00 11,163,097 292,694 2022
TRATON Treasury AB, Södertälje SEK 11.0874 100.00 500 4) 2022
TRATON US, LLC, Pompano Beach, Florida EUR 100.00 1,404,091 70,012 2022
UAB Scania Lietuva, Vilnius EUR 100.00 16,036 4,913 2022
Union Trucks Ltd., Milton Keynes GBP 0.8691 100.00 573 5) 2022
Uppsala Danmark-Säby 8:1 AB, Gävle SEK 11.0874 100.00 1,034 872 2022
UTP Holdings, LLC, Lisle, Illinois USD 1.1077 100.00 3) 2022
Vabis Bilverkstad AB, Södertälje SEK 11.0874 100.00 101 5) 2022
Vabis Försäkringsaktiebolag, Södertälje SEK 11.0874 100.00 197,049 –981 3) 11) 2022
Vindbron Arendal AB, Södertälje SEK 11.0874 100.00 13,463 108 2022
Vita Gjuteriets Fastighetsbolag AB, Stockholm SEK 11.0874 100.00 2022
Volkswagen Truck & Bus Indústria e Comércio de Veículos Ltda., São Paulo BRL 5.3750 100.00 2,420,720 1,391,758 2022
Volkswagen Truck & Bus México S.A. de C.V., El Marqués MXN 18.7689 100.00 381,294 –352,406 2022
Westrucks Ltd., Milton Keynes GBP 0.8691 100.00 336 5) 2022
Workhorse International Holding Company, Lisle, Illinois USD 1.1077 100.00 –1,132 –86 2022
B. Unconsolidated companies
1. Germany
LoadFox GmbH, in liquidation, Munich EUR 100.00 3,221 151 2) 2022
LoadFox Transport Solutions GmbH, Munich EUR 100.00 296 1) 2023
MAN Brand Management GmbH, Grünwald EUR 100.00 25 1) 2023
MAN Grundstücksgesellschaft mbH & Co. Gamma KG, Munich EUR 100.00 1,307 37 2022
Exchange
rate
Equity in
thousands
Result in
thousands
(1 euro=) Equity interest
Name and domicile of the company Currency 12/31/2023 in % Local currency Local currency Footnote Year
MAN HR Services GmbH, Munich EUR 100.00 766 1) 2023
MAN Personal Services GmbH, Dachau EUR 100.00 25 1) 2023
MAN-Unterstützungskasse GmbH, Munich EUR 100.00 363 34 2022
Ortan Verwaltung GmbH & Co. Objekt Karlsfeld KG, Pullach i. Isartal EUR 100.00 1,470 580 2022
TRATON Beteiligungsverwaltungs GmbH, Munich EUR 100.00 25 1) 2023
TRATON Dritte Beteiligungs GmbH, Munich EUR 100.00 23 2 2022
Unterstützungseinrichtung VGW GmbH, Munich EUR 100.00 183 28 2022
2. Other countries
Banco Volkswagen Truck & Bus S.A., São Paulo BRL 5.3750 100.00 4) 6) 2023
ERF (Holdings) plc, Swindon GBP 0.8691 100.00 757 5) 2022
ERF Ltd., Swindon GBP 0.8691 100.00 5) 2022
HRVS Group Ltd., Belper GBP 0.8691 100.00 5) 2022
HRVS Rentals Ltd., in liquidation, Belper GBP 0.8691 100.00 2) 5) 2022
Lauken S.A., in liquidation, Montevideo UYU 43.2390 100.00 2) 5) 2022
MAN Bus & Coach (Pty) Ltd., in liquidation, Olifantsfontein ZAR 20.4442 100.00 2) 5) 2022
MAN Financial Services Administrators (S.A.) (Pty) Ltd., in liquidation, Isando ZAR 20.4442 100.00 0 2) 5) 2022
MAN Financial Services Polska Sp.z o.o, Wolica PLN 4.3409 100.00 4) 7) 2023
MAN Financial Services UK Limited, Swindon GBP 0.8691 100.00 4) 6) 2023
MAN Truck & Bus (S.A.) (Pty) Ltd., in liquidation, Isando GBP 0.8691 100.00 2) 5) 2022
MAN Truck & Bus Asia Pacific Co. Ltd., Bangkok THB 37.9886 99.99 155,319 12,213 2022
MAN Truck & Bus India Pvt. Ltd., Pune INR 92.1170 99.99 3,462,300 133,050 2022
MAN Truck and Bus Hong Kong Ltd., Hong Kong HKD 8.6529 100.00 17,143 3,556 2022
OOO MAN Truck & Bus Production RUS, St. Petersburg RUB 99.9661 100.00 609,680 208,902 2022
OOO Truck Production RUS, St. Petersburg RUB 99.9661 100.00 157,952 –18,681 2022
Re-MAN Parts Ltd., in liquidation, Belper GBP 0.8691 100.00 2) 5) 2022
Rio Soluções Digitais Ltda., São Paulo BRL 5.3750 100.00 10 2022
S.A. Trucks Ltd., in liquidation, Bristol GBP 0.8691 100.00 2) 5) 2022
Exchange
rate
Equity in Result in
Name and domicile of the company Currency (1 euro=)
12/31/2023
Equity interest
in %
thousands
Local currency
thousands
Local currency
Footnote Year
Scanexpo S.A., in liquidation, Montevideo UYU 43.2390 100.00 2) 5) 2022
Scania China Holding AB, Södertälje SEK 11.0874 100.00 7) 2023
Scania DCS AB, Södertälje SEK 11.0874 100.00 4) 7) 2023
Scania de Venezuela S.A., Valencia VES 39.7505 100.00 –5,892,535 –7,243,176 2022
Scania Finance Israel Ltd., in liquidation, Tel Aviv ILS 3.9951 100.00 1,000 2) 2021
Scania Invest AB, Södertälje SEK 11.0874 100.00 4) 6) 2023
Scania Power Polska Sp. z o.o., in liquidation, Warsaw PLN 4.3409 100.00 –413 –32 2) 2022
Scania-MAN Administration ApS, Copenhagen DKK 7.4530 100.00 310 21 2022
TRATON Charging Solutions AB, Södertälje EUR 100.00 1,212 73 2022
Volkswagen Caminhões e Ônibus Comércio e Serviços Ltda., Limeira BRL 5.3750 100.00 16,760 –394 2022
III. JOINT VENTURES
A. Equity-accounted companies
1. Germany
2. Other countries
Commercial Vehicle Charging Europe B.V, Amsterdam EUR 33.33 10,521 4,479 4) 2022
Cummins-Scania XPI Manufacturing, LLC, Columbus, Indiana USD 1.1077 50.00 157,951 6,916 2022
MAN Financial Services (SA) (RF) (Pty) Ltd., Johannesburg ZAR 20.4442 50.00 271,132 67,508 7) 10) 2022
Oppland Tungbilservice A/S, Fagernes NOK 11.2408 50.00 5,701 1,449 2022
Tynset Diesel A/S, Tynset NOK 11.2408 50.00 5,519 1,117 2022
B. Companies accounted for at cost
1. Germany
HINO & TRATON Global Procurement GmbH, in liquidation, Munich EUR 51.00 486 161 2) 2022
2. Other countries
AMEXCI AB, Karlskoga SEK 11.0874 11.86 161,503 –26,889 2022
Name and domicile of the company Currency Exchange
rate
(1 euro=)
12/31/2023
Equity interest
in %
Equity in
thousands
Local currency
Result in
thousands
Local currency
Footnote Year
IV. ASSOCIATES
A. Equity-accounted associates
1. Germany
Rheinmetall MAN Military Vehicles GmbH, Munich EUR 49.00 68,934 7,225 2022
Scantinel Photonics GmbH, Ulm EUR 47.14 2,586 –4,970 2022
sennder Technologies GmbH, Berlin EUR 13.69 184,088 –77,545 2022
Telematics Solutions GmbH, Berlin EUR 46.73 2,266 47 2022
2. Other countries
BITS DATA i Södertälje AB, Södertälje SEK 11.0874 33.00 18,771 3,759 2022
ScaValencia, S.A., Ribarroja del Turia EUR 26.00 13,787 1,730 2022
Sinotruk (Hong Kong) Ltd., Hong Kong CNY 7.8700 25.00 42,968,577 2,050,740 8) 10) 2022
UZ Truck and Bus Motors, LLC, Samarkand UZS 13,667.6550 32.89 315,323,032 16,943,998 2021
B. Associates accounted for at cost
1. Germany
bex technologies GmbH, Stuttgart EUR 32.55 2022
Juna Technologies GmbH, Berlin EUR 49.00 4) 7) 2023
2. Other countries
Corebon AB, Arlöv SEK 11.0874 24.20 66,570 –32,786 2022
Innokraft AB, Sundsvall SEK 11.0874 46.00 4,483 0 2022
Magnum Power Products, LLC, Franklin, Indiana USD 1.1077 30.00 38,776 7,591 2022
Maudlin International Parts and Services of Palm Bay, LLC, Lisle, Illinois USD 1.1077 49.00 70 –22 2022
Newstream Enterprises, LLC, Springfield, Missouri USD 1.1077 49.00 5,751 3,929 2022
Parcelly Limited, London GBP 0.8691 33.40 4,558 –481 2022
Name and domicile of the company Currency Exchange
rate
(1 euro=)
12/31/2023
Equity interest
in %
Equity in
thousands
Local currency
Result in
thousands
Local currency
Footnote Year
Roboyo Group Limited, Stockholm EUR 9.94 –25,934 –18,650 2022
SIB Solutions AB, Lund SEK 11.0874 20.70 74,244 –34,682 2022
Södertälje Science Park AB, Södertälje SEK 11.0874 25.00 2,628 132 2022
V. EQUITY INVESTMENTS
1. Germany
Car2Car Communication Consortium GbR, Braunschweig EUR 7.40 521 122 2022
Cycle Mobility Holding GmbH, Berlin EUR 17.65 7) 2023
FFK Fahrzeugservice Förtsch GmbH Kronach, Kronach EUR 30.00 1,597 –139 2022
Grundstücksgesellschaft Schlossplatz 1 mbH & Co. KG, Berlin EUR 8.16 1,052 844 2022
Roland Holding GmbH, Munich EUR 22.83 3,719 1 2022
Verwaltungsgesellschaft Wasseralfingen mbH, Aalen EUR 50.00 14,147 –290 2022
vialytics GmbH, Stuttgart EUR 15.69 –3,348 –3,156 2022
2. Other countries
Car IQ Inc., Oakland, California USD 1.1077 0.20 4) 2022
Combient AB, Stockholm SEK 11.0874 4.65 42,449 –2,520 2022
H2GS AB, Stockholm SEK 11.0874 2.02 3,333,997 –175,627 8) 2022
Lindholmen Science Park Aktiebolag, Gothenburg SEK 11.0874 8.98 7) 2023
Maghreb Truck Industry S.p.A., Sidi M'Hamed DZD 148.6016 10.00 130,943 879 2022
Northvolt AB, Stockholm SEK 11.0874 0.94 37,030,987 –928,715 2022
OneH2, Inc., Hickory, North Carolina USD 1.1077 5.13 57,542 809 2022
Shenzhen Haylion Technologies Co. Ltd., Shenzhen CNY 7.8700 2.00 72,456 –13,760 2022
TuSimple Holdings Inc., San Diego, California USD 1.1077 7.41 954,481 –1,610 2022

1) Profit and loss transfer agreement

7) Newly acquired company

2) In liquidation

8) Consolidated financial statements

3) Different fiscal year

9) Figures included in the consolidated financial statements of the parent company

4) Short fiscal year

10) Figures in accordance with IFRSs 11) Matter within the meaning of section 1 of the Umwandlungsgesetz (UmwG ― German Transformation Act)

5) Currently not trading 6) Newly established company/spin-off

12) Structured company in accordance with IFRS 10 and IFRS 12

COMBINED MANAGEMENT REPORT

2

The management report for TRATON SE and the management report for the Group have been combined in accordance with section 315 (5) of the Handelsgesetzbuch (HGB — German Commercial Code) in conjunction with section 298 (2) of the HGB and published in TRATON's 2023 Annual Re-

port.

Combined Management Report

The management report for TRATON SE and the management report for the Group have been combined in accordance with section 315 (5) of the Handelsgesetzbuch (HGB — German Commercial Code) in conjunction with section 298 (2) of the HGB and published in TRATON's 2023 Annual Report.

FURTHER INFORMATION

FURTHER INFORMATION

Further Information 52
Responsibility Statement 53
Independent Auditor's Report 54
Publication Details 61

Responsibility Statement

Responsibility Statement

To the best of our knowledge, and in accordance with the applicable reporting principles, the annual financial statements give a true and fair view of the assets, liabilities, financial position, and profit or loss of TRATON SE, and the combined management report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the material opportunities and risks associated with the expected development of the Company.

Munich, February 12, 2024

TRATON SE

The Executive Board

  • Mathias Carlbaum Antonio Roberto Cortes
  • Catharina Modahl Nilsson Alexander Vlaskamp

Independent Auditor's Report

Independent Auditor's Report

To TRATON SE

Report on the audit of the annual financial statements and of the combined management report

Opinions

We have audited the annual financial statements of TRATON SE, Munich, which comprise the income statement for the fiscal year from January 1 to December 31, 2023, and the balance sheet as at December 31, 2023, and notes to the financial statements, including the recognition and measurement policies presented therein. In addition, we have audited the management report of TRATON SE, which is combined with the group management report ("combined management report"), for the fiscal year from January 1 to December 31, 2023. In accordance with the German legal requirements, we have not audited the content of the parts of the combined management report specified in the appendix to the auditor's report and the company information stated therein that is provided outside of the annual report and is referenced in the combined management report.

In our opinion, on the basis of the knowledge obtained in the audit,

  • the accompanying annual financial statements comply, in all material respects, with the requirements of German commercial law applicable to business corporations and give a true and fair view of the assets, liabilities and financial position of the Company as at December 31, 2023, and of its financial performance for the fiscal year from January 1 to December 31, 2023, in compliance with German legally required accounting principles, and
  • the accompanying combined management report as a whole provides an appropriate view of the Company's position. In all material respects, this combined management report is consistent with the annual financial statements, complies with German legal requirements and appropriately presents the opportunities and risks of future development. We do not express an opinion on the content of the parts of the combined management report listed in the appendix to the auditor's report.

Pursuant to Sec. 322 (3) Sentence 1 HGB, we declare that our audit has not led to any reservations relating to the legal compliance of the annual financial statements and of the combined management report.

Basis for the opinions

We conducted our audit of the annual financial statements and of the combined management report in accordance with Sec. 317 HGB and the EU Audit Regulation (No 537/2014, referred to subsequently as "EU Audit Regulation") and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Our responsibilities under those requirements and principles are further described in the "Auditor's responsibilities for the audit of the annual financial statements and of the combined management report" section of our auditor's report. We are independent of the Company in accordance with the requirements of European law and German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. In addition, in accordance with Art. 10 (2) f) of the EU Audit Regulation, we declare that we have not provided non-audit services prohibited under Art. 5 (1) of the EU Audit Regulation. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions on the annual financial statements and on the combined management report.

Key audit matters in the audit of the annual financial statements

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the annual financial statements for the fiscal year from January 1 to December 31, 2023. These matters were addressed in the context of our audit of the annual financial statements as a whole, and in forming our opinion thereon; we do not provide a separate opinion on these matters.

Below, we describe what we consider to be the key audit matters:

Recoverability of shares in affiliated companies Reasons why the matter was determined to be a key audit matter:

To assess the recoverability of shares in affiliated companies, each year the Company tests on the basis of the affiliated companies' budgets and forecasts whether there are any indications that a recognized share in an affiliated company could be permanently impaired. The result of the impairment testing of the shares in affiliated companies is highly dependent on the executive directors' estimate of future cash flows and which discount rates they use.

In addition, the executive directors have scope for judgment in determining the discount rates used and the long-term growth rates assumed.

In view of the foregoing, the materiality of the shares in affiliated companies in relation to total assets, the complexity of their valuation and the judgment exercised during valuation, the impairment test of the shares in affiliated companies was a key audit matter.

Auditor's response:

During our audit, we involved internal valuation specialists to test among other things the methods used to test impairment. In particular, we assessed the procedures for identifying indications of impairment likely to be permanent affecting recognized shares in affiliated companies. In this context, we assessed whether the procedures are suitable for providing objective evidence of a lower net realizable value following prolonged impairment and whether these procedures were consistent with those used in the prior year. We also checked the arithmetical accuracy of the valuation models used.

We analyzed the planning process established in the TRATON Group, which includes the affiliated companies, and tested the operating effectiveness of the controls implemented in the planning process. As a starting point, we compared the TRATON Group's five-year operational plan prepared by the executive directors and acknowledged by the Supervisory Board with the forecast figures in the underlying impairment tests.

We discussed the key planning assumptions for affiliated companies selected on the basis of risk and materiality aspects with the executive directors and compared them with past earnings and cash inflows to assess the planning accuracy.

We based plausibility testing of the inputs for the impairment tests among other things on a comparison with general and industry-specific market expectations underlying the expected cash inflows. We discussed the significant assumptions with the responsible employees. In doing so, we considered in particular the effects of possible ongoing shortages in the supply of bought-in components, inflation expectations and increases in the cost of materials and personnel expenses.

Furthermore, we discussed and assessed the planning assumptions regarding the effects of climate change and the associated expansion of e-mobility, particularly the existing uncertainties related to the estimation of market shares for electric vehicles and margins as well as long-term growth rates used for the planning. With respect to the rollforward from the medium-term plan to the long-term forecast, we assessed the plausibility of the assumed growth rates by comparing them with observable data.

To assess the discount rates applied, we analyzed the inputs used to determine them on the basis of publicly available information and obtained an understanding of the methods used.

We also assessed the sensitivity analyses performed by the executive directors in order to estimate any potential impairment risk associated with a reasonably possible change in one of the significant assumptions used in the valuation.

As part of our audit of intragroup reorganizations, we examined the underlying contractual documents and assessed the propriety of accounting according to German commercial law on the basis of the principles applicable to exchange transactions and non-cash contributions. Furthermore, we assessed the proper accounting treatment of the transactions in the annual financial statements of TRATON SE, including the disclosures in the notes.

Our procedures did not lead to any reservations relating to the assessment of the recoverability of shares in affiliated companies.

Reference to related disclosures:

With regard to the recognition and measurement policies applied for shares in affiliated companies, refer to the disclosures on financial assets in the "Accounting Policies" section and note 9 of the "Balance Sheet Disclosures" section of the notes to the financial statements.

Other information

The executive directors and the Supervisory Board are responsible for the declaration pursuant to Sec. 161 AktG ["Aktiengesetz": German Stock Corporation Act] on the German Corporate Governance Code, which is part of the Corporate Governance Statement. In all other respects, the executive directors are responsible for the other information. The other information comprises the parts of the annual report listed in the appendix.

Our opinions on the annual financial statements and on the combined management report do not cover the other information, and consequently we do not express an opinion or any other form of assurance conclusion thereon.

In connection with our audit, our responsibility is to read the other information and, in so doing, to consider whether the other information

  • is materially inconsistent with the annual financial statements, with the combined management report or our knowledge obtained in the audit, or
  • otherwise appears to be materially misstated.

Responsibilities of the executive directors and the Supervisory Board for the annual financial statements and the combined management report

The executive directors are responsible for the preparation of the annual financial statements that comply, in all material respects, with the requirements of German commercial law applicable to business corporations, and that the annual financial statements give a true and fair view of the assets, liabilities, financial position and financial performance of the Company in compliance with German legally required accounting principles. In addition, the executive directors are responsible for such internal control as they, in accordance with German legally required accounting principles, have determined necessary to enable the preparation of annual financial statements that are free from material misstatement, whether due to fraud (i.e., fraudulent financial reporting and misappropriation of assets) or error.

In preparing the annual financial statements, the executive directors are responsible for assessing the Company's ability to continue as a going concern. They also have the responsibility for disclosing, as applicable, matters related to going concern. In addition, they are responsible for financial reporting based on the going concern basis of accounting, provided no actual or legal circumstances conflict therewith.

Furthermore, the executive directors are responsible for the preparation of the combined management report that, as a whole, provides an appropriate view of the Company's position and is, in all material respects, consistent with the annual financial statements, complies with German legal requirements and appropriately presents the opportunities and risks of future development. In addition, the executive directors are responsible for such arrangements and measures (systems) as they have considered necessary to enable the preparation of a management report that is in accordance with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence for the assertions in the combined management report.

The Supervisory Board is responsible for overseeing the Company's financial reporting process for the preparation of the annual financial statements and of the combined management report.

Auditor's responsibilities for the audit of the annual financial statements and of the combined management report

Our objectives are to obtain reasonable assurance about whether the annual financial statements as a whole are free from material misstatement, whether due to fraud or error, and whether the combined management report as a whole provides an appropriate view of the Company's position and, in all material respects, is consistent with the annual financial statements and the knowledge obtained in the audit, complies with the German legal requirements and appropriately presents the opportunities and risks of future development, as well as to issue an auditor's report that includes our opinions on the annual financial statements and on the combined management report.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Sec. 317 HGB and the EU Audit Regulation and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW) will always detect a material misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual financial statements and this combined management report.

We exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the annual financial statements and of the combined management report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinions. The risk of not detecting a material misstatement resulting from fraud is higher than the risk of not detecting a material misstatement resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit of the annual financial statements and of arrangements and measures (systems) relevant to the audit of the combined management report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of these systems of the Company.
  • Evaluate the appropriateness of accounting policies used by the executive directors and the reasonableness of estimates made by the executive directors and related disclosures.
  • Conclude on the appropriateness of the executive directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor's report to the related disclosures in the annual financial statements and in the combined management report or, if such disclosures are inadequate, to modify our respective opinions. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to be able to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the annual financial statements, including the disclosures, and whether the annual financial statements present the underlying transactions and events in a manner that the annual financial statements give a true and fair view of the assets, liabilities, financial position and financial performance of the Company in compliance with German legally required accounting principles.
  • Evaluate the consistency of the combined management report with the annual financial statements, its conformity with [German] law, and the view of the Company's position it provides.
  • Perform audit procedures on the prospective information presented by the executive directors in the combined management report. On the basis of sufficient appropriate audit evidence we evaluate, in particular, the significant assumptions used by the executive directors as a basis for the prospective information, and evaluate the proper derivation of the prospective information from these assumptions. We do not express a separate opinion on the prospective information and on the assumptions used as a basis. There is a substantial unavoidable risk that future events will differ materially from the prospective information.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with the relevant independence requirements, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable, the related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the annual financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.

Other legal and regulatory requirements

Report on the assurance on the electronic rendering of the annual financial statements and the combined management report prepared for publication purposes in accordance with Sec. 317 (3a) HGB

Opinion

We have performed assurance work in accordance with Sec. 317 (3a) HGB to obtain reasonable assurance about whether the rendering of the annual financial statements and the combined management report (hereinafter the "ESEF documents") contained in the file TRATON_SE_JA_ZLB_ESEF-2023-12-31 and prepared for publication purposes complies in all material respects with the requirements of Sec. 328 (1) HGB for the electronic reporting format ("ESEF format"). In accordance with German legal requirements, this assurance work extends only to the conversion of the information contained in the annual financial statements and the combined management report into the ESEF format and therefore relates neither to the information contained within these renderings nor to any other information contained in the file identified above.

In our opinion, the rendering of the annual financial statements and the combined management report contained in the file identified above and prepared for publication purposes complies in all material respects with the requirements of Sec. 328 (1) HGB for the electronic reporting format. Beyond this assurance opinion and our audit opinions on the accompanying annual financial statements and the accompanying combined management report for the fiscal year from January 1 to December 31, 2023, contained in the "Report on the audit of the annual financial statements and of the combined management report" above, we do not express any assurance opinion on the information contained within these renderings or on the other information contained in the file identified above.

Basis for the opinion

We conducted our assurance work on the rendering of the annual financial statements and the combined management report contained in the file identified above in accordance with Sec. 317 (3a) HGB and the IDW Assurance Standard: Assurance on the Electronic Rendering of Financial Statements and Management Reports Prepared for Publication Purposes in Accordance with Sec. 317 (3a) HGB (IDW AsS 410 (06.2022)) and the International Standard on Assurance Engagements 3000 (Revised). Our responsibility in accordance therewith is further described in the "Auditor's responsibilities for the assurance work on the ESEF documents" section. Our audit firm applies the IDW Standard on Quality Management 1: Requirements for Quality Management in the Audit Firm (IDW QS 1).

Responsibilities of the executive directors and the Supervisory Board for the ESEF documents

The executive directors of the Company are responsible for the preparation of the ESEF documents including the electronic rendering of the annual financial statements and the combined management report in accordance with Sec. 328 (1) Sentence 4 No. 1 HGB.

In addition, the executive directors of the Company are responsible for such internal control as they have determined necessary to enable the preparation of ESEF documents that are free from material intentional or unintentional non-compliance with the requirements of Sec. 328 (1) HGB for the electronic reporting format.

The Supervisory Board is responsible for overseeing the process for preparing the ESEF documents as part of the financial reporting process.

Auditor's responsibilities for the assurance work on the ESEF documents

Our objective is to obtain reasonable assurance about whether the ESEF documents are free from material intentional or unintentional non-compliance with the requirements of Sec. 328 (1) HGB. We exercise professional judgment and maintain professional skepticism throughout the assurance work. We also:

  • Identify and assess the risks of material intentional or unintentional non-compliance with the requirements of Sec. 328 (1) HGB, design and perform assurance procedures responsive to those risks, and obtain assurance evidence that is sufficient and appropriate to provide a basis for our assurance opinion.
  • Obtain an understanding of internal control relevant to the assurance on the ESEF documents in order to design assurance procedures that are appropriate in the circumstances, but not for the purpose of expressing an assurance opinion on the effectiveness of these controls.
  • Evaluate the technical validity of the ESEF documents, i.e., whether the file containing the ESEF documents meets the requirements of Commission Delegated Regulation (EU) 2019/815, in the version in force at the date of the financial statements, on the technical specification for this file.
  • Evaluate whether the ESEF documents enable an XHTML rendering with content equivalent to the audited annual financial statements and to the audited combined management report.

Further information pursuant to Art. 10 of the EU Audit Regulation

We were elected as auditor by the Annual General Meeting on June 1, 2023. We were engaged by the Supervisory Board on July 11, 2023. We have been the auditor of TRATON SE since fiscal year 2020.

We declare that the opinions expressed in this auditor's report are consistent with the additional report to the Audit Committee pursuant to Art. 11 of the EU Audit Regulation (long-form audit report).

Other matter – Use of the auditor's report

Our auditor's report must always be read together with the audited annual financial statements and the audited combined management report as well as the assured ESEF documents. The annual financial statements and the combined management report converted to the ESEF format – including the versions to be published in the Unternehmensregister [German Company Register] – are merely electronic renderings of the audited annual financial statements and the audited combined management report and do not take their place. In particular, the ESEF report and our assurance opinion contained therein are to be used solely together with the assured ESEF documents made available in electronic form.

German Public Auditor responsible for the engagement

The German Public Auditor responsible for the engagement is Heiko Hummel.

Appendix to the auditor's report:

1. Parts of the combined management report whose content is unaudited We have not audited the content of the following parts of the combined management report:

  • The Nonfinancial Group Statement contained in the combined management report
  • The Corporate Governance Statement contained in the section "Supplemental Information on Fiscal Year 2023" of the combined management report.

Furthermore, we have not audited the content of the following disclosures extraneous to management reports. Disclosures extraneous to management reports are such disclosures that are not required pursuant to Secs. 289, 289a HGB or Secs. 289b to 289f HGB.

– The section "Appropriateness and effectiveness of risk management" contained in the section "Report on Expected Developments, Opportunities, and Risks, 2. Report on opportunities and risks" of the combined management report."

2. Further other information

The other information also comprises other parts to be included in the annual report, of which we obtained a copy prior to issuing this auditor's report, in particular the section:

– Responsibility Statement

but not the annual financial statements, not the management report disclosures whose content is audited and not our auditor's report thereon.

The combined management report contains cross-references to webpages of the Company and the Group. We have not audited the content of the information to which these cross-references refer.

Munich, February 15, 2024

EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft

Meyer Hummel Wirtschaftsprüfer Wirtschaftsprüfer [German Public Auditor] [German Public Auditor]

TRATON SE 2023 Annual Financial Statements 60

Publication Details

Publication Details

Published by

TRATON SE Hanauer Str. 26 80992 Munich Germany www.traton.com

Concept and Design 3st kommunikation GmbH, Mainz, Germany

English Translation

Leinhäuser Language Services GmbH, Unterhaching, Germany

Sabinah Black EI/Sabinah Russul Saib EI, Colomiers, France (Editing and Proofreading)

Photography Albert Beukhof/Shutterstock (Cover Page)

Copyright

©2024 TRATON SE and 3st kommunikation GmbH

This is a translation of the German original. In the event of discrepancies between the German language version and any translation thereof, the German version will prevail.

WWW.TRATON.COM

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