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TRATON SE

Quarterly Report Nov 10, 2020

272_10-q_2020-11-10_0f02159f-8948-4bc2-abc4-b1c52f46daf8.pdf

Quarterly Report

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9M 2020

INTERIM STATEMENT AS OF SEPTEMBER 30, 2020

"Our brands are taking the right steps to get fit for the future. Together, we are successfully entering a new era of transportation."

MATTHIAS GRÜNDLER, CEO of the TRATON GROUP

The business activities of the TRATON GROUP are divided into the two segments Industrial Business and Financial Services. The Industrial Business segment combines the three operating units MAN Truck & Bus, Scania Vehicles & Services, and Volkswagen Caminhões e Ônibus. The Financial Services segment offers customers a broad range of financial services, including dealer and customer financing, leasing, and insurance products.

9M 2020:

sales revenue in the Financial Services segment

production and assembly sites in 17 countries. 2 SEGMENTS 17COUNTRIES

The TRATON GROUP offers light-duty commercial vehicles, trucks, and buses at 29

29LOCATIONS

83,000

EMPLOYEES

€15,419 MILLION

€612 MILLION

sales revenue in the Industrial Business segment

The TRATON GROUP employs around 83,000 employees worldwide across its commercial vehicle brands (as of December 31, 2019).

AT A GLANCE

Operating profit/loss down around €1.5 billion to €–58 Decline in operating return on sales to –0.4%

Sales revenue decreased

billion

by 21% to around €15.7

TRATON GROUP

million

Trucks and buses (units) 9M 2020 9M 2019 Change Q3 2020 Q3 2019 Change
Incoming orders 145,933 169,708 –14% 58,502 49,217 19%
Unit sales 127,660 179,091 –29% 49,922 55,755 –10%
of which trucks 1 115,820 163,316 –29% 45,331 50,204 –10%
of which buses 11,840 15,775 –25% 4,591 5,551 –17%
TRATON GROUP
Sales revenue (€ million) 15,740 19,827 –21% 5,667 6,286 –10%
Operating profit/loss (€ million) –58 1,482 –1,541 162 407 –246
Operating profit/loss (adjusted) (€ million) –9 1,470 –1,479 211 407 –196
Operating return on sales (in %) –0.4 7.5 –7.8 pp 2.9 6.5 –3.6 pp
Operating return on sales (adjusted) (in %) –0.1 7.4 –7.5 pp 3.7 6.5 –2.8 pp
Earnings per share (€) –0.29 2.40 –2.69 0.26 0.86 –0.60
Employees 2 82,838 82,679 159 82,838 82,679 159
Industrial Business
Sales revenue (€ million) 15,419 19,491 –21% 5,565 6,171 –10%
Operating profit/loss (€ million) –140 1,377 –1,517 125 369 –244
Operating profit/loss (adjusted) (€ million) –91 1,365 –1,455 174 369 –195
Operating return on sales (in %) –0.9 7.1 –8.0 pp 2.2 6.0 –3.7 pp
Operating return on sales (adjusted) (in %) –0.6 7.0 –7.6 pp 3.1 6.0 –2.9 pp
Adjusted EBITDA (€ million) 854 2,378 –64% 538 829 –35%
Primary R&D costs (€ million) 796 982 –19% 238 319 –25%
Capex (€ million) 602 569 6% 164 213 –23%
Net cash flow (€ million) –148 2,323 –2,471 199 539 –339
Cash conversion rate (in %) n/a 203 n/a 186 120 66 pp
Net liquidity/net financial debt
(€ million) 2
–727 1,500 –2,227 –727 1,500 –2,227
Financial Services
Sales revenue (€ million) 612 635 –4% 200 215 –7%
Operating profit (€ million) 82 105 –23 37 35 2
Net portfolio (€ million) 2 9,198 9,936 –738 9,198 9,936 –738

1 Incl. MAN TGE vans (9M 2020: 11,392 units, 9M 2019: 10,111 units; Q3 2020: 5,037 units, Q3 2019: 2,845 units)

2 Balance for 9M 2020 and Q3 2020 as of September 30, 2020, and for 9M 2019 and Q3 2019 as of December 31, 2019

CONTENTS

Course of Business

1 2 3 4 Operating Units

Income

26 Income Statement

Equity 33 Statement of Cash Flows

Selected Financial Information

27 Statement of Comprehensive

Further Information

This interim statement was prepared in accordance with section 53 of the Exchange Rules for the Frankfurter Wertpapierbörse (FWB) and does not constitute an interim financial report as defined in International Accounting Standard (IAS) 34. It does not contain any related party disclosures and hence departs from the guidance for preparing interim management statements in Sweden proposed by Nasdaq Stockholm. This interim statement has not been reviewed by an auditor.

This interim statement contains certain forward-looking statements for the remaining months of fiscal year 2020. A range of known and unknown risks, uncertainties, and other factors may result in the actual results, financial position, development, or performance of the TRATON GROUP (TRATON) differing materially from the estimates given here. Such factors include those that TRATON has described in published reports. These reports are available on our website at www.traton.com. The Company does not assume any obligation to update such forward-looking statements and to adapt them to future events or developments.

The figures relating to net assets, financial position, and results of operations were prepared in accordance with International Financial Reporting Standards (IFRSs), as adopted by the European Union. All figures shown are rounded, so minor discrepancies may arise from addition of these amounts.

In connection with the United Kingdom's withdrawal from the EU on January 31, 2020, the "EU28+2" region has been renamed the "EU27+3" region starting in 2020 (defined as the EU27 countries excluding Malta, plus the United Kingdom, Norway, and Switzerland).

COURSE OF BUSINESS

9M 2020

1

TRATON GROUP 7 INTERIM STATEMENT 9M 2020 COURSE OF BUSINESS

6 Course of Business

Market Environment

The available registration data for the TRATON GROUP's core regions reflects the situation from January through September 2020, and January through August 2020 for the bus market in Mexico.

The most important truck markets (> 6t) for the TRATON GROUP are the EU27+3 region (defined as the EU27 countries excluding Malta, plus the United Kingdom, Norway, and Switzerland) as well as Brazil, South Africa, Russia, and Turkey. Truck registrations in the EU27+3 region were much lower than in the previous year. The already expected market downturn was reinforced by the COVID-19 pandemic, in particular in the second quarter. The 2019 comparative period additionally contained pull-forward effects in the first half of the year from the introduction of the digital tachograph in June 2019 and the potential for a no-deal Brexit.

The other truck markets have also been heavily impacted by the COVID-19 pandemic. In Brazil, truck registrations were down substantially on the prior-year period, in South Africa they decreased sharply. The Russian market recorded a sharp decline as well. Turkey recorded a very sharp increase in registrations, albeit based on a very low prior-year period.

The most important bus markets for the TRATON GROUP are the EU27+3 region, Brazil, and Mexico. The bus markets have also been heavily impacted by the COVID-19 pandemic. Bus registrations in the EU27+3 region were down sharply year-on-year, with the coach market in particular coming to a virtual standstill. Bus registrations were also much lower in Brazil and Mexico. The 2019 prior-year period also contained registrations from the government program for school buses in Brazil.

Despite the continuing uncertainty resulting from the COVID-19 pandemic, a noticeable recovery in almost all of the TRATON GROUP's most important truck and bus markets was evident in the third quarter of 2020 compared with the preceding quarter.

Incoming Orders

Units 9M 2020 9M 2019 Change
Incoming orders, Industrial Business 145,933 169,708 –14%
of which trucks 1 134,633 153,285 –12%
of which buses 11,300 16,423 –31%

1 Incl. MAN TGE vans (9M 2020: 13,477 units; 9M 2019: 11,127 units)

Incoming orders in the Industrial Business segment stood at 145,933 (9M 2019: 169,708) units in the reporting period, down 14% on the previous year's level. This reduction was attributable to both the Truck and the Bus business. The economic downturn already expected for 2020 was amplified by the uncertainty due to the COVID-19 pandemic, especially in the second quarter of 2020. However, a noticeable recovery was evident in the third quarter of 2020.

Incoming orders for trucks (> 6t) declined sharply in the EU27+3 region. By contrast, incoming orders for MAN TGE vans in this region rose by 23%. Incoming orders for trucks in South America declined noticeably, in particular because of a significant decrease in Brazil. Incoming orders rose substantially in Russia and the Middle East region (especially in Turkey and Saudi Arabia).

Incoming orders in the Bus business amounted to 11,300 (9M 2019: 16,423) units in the first nine months of 2020, representing a 31% decline compared with the prior-year period. Incoming orders in the EU27+3 region and Mexico, in particular, were very strongly impacted by the uncertainty resulting from the COVID-19 pandemic. Incoming orders in South America declined sharply. However, incoming orders rose very sharply in Russia and the Middle East region, above all in Turkey and Saudi Arabia.

Market Environment

9 Condensed Income Statement

18 Operating Units
25 Selected Financial Information

36 Further Information

Unit Sales by Country

Units 9M 2020 9M 2019 Change
Unit sales, Industrial Business 127,660 179,091 –29%
Unit sales, trucks 1 115,820 163,316 –29%
EU27+3 64,503 102,097 –37%
of which in Germany 19,420 28,787 –33%
South America 29,424 36,818 –20%
of which in Brazil 25,257 33,275 –24%
Other regions 21,893 24,401 –10%
Unit sales, buses 11,840 15,775 –25%
EU27+3 4,030 5,130 –21%
of which in Germany 928 853 9%
South America 5,653 6,603 –14%
of which in Brazil 4,001 4,920 –19%
Other regions 2,157 4,042 –47%

1 Incl. MAN TGE vans (9M 2020: 11,392 units, 9M 2019: 10,111 units; Q3 2020: 5,037 units, Q3 2019: 2,845 units)

Unit sales in the Industrial Business segment amounted to 127,660 (9M 2019: 179,091) units in the first nine months of 2020 and hence were down 29% year-on-year, with a 10% decline in the third quarter of 2020 compared with the prior-year quarter. This decline in the first nine months of the year was attributable to both the Truck and the Bus business. The expected decline in the Truck business in the EU27+3 region in 2020 was further reinforced by the uncertainty and restrictions resulting from the COVID-19 pandemic, especially in the second quarter of 2020. However, a noticeable recovery was recorded in the third quarter of 2020.

The very sharp decline in truck unit sales in the EU27+3 region was attributable to all countries in the region. Unit sales of trucks in Brazil were the main driver of the sharp decline in South America. The reduction in the other markets is attributable mainly to the Africa, Asia/Pacific, and Russia regions. Unit sales only increased very sharply in the Middle East region, driven by growth in Turkey and Saudi Arabia.

Unit sales of buses were down sharply year-on-year in the EU27+3 region. As a result of the COVID-19 pandemic, unit sales were impacted by the decline in almost all countries in the EU27+3 region, although unit sales of buses did rise in Sweden and Germany, in particular because of orders in the city bus segment. Bus unit sales in Brazil were particularly impacted by the significant decline in South America. The decline in the other regions is attributable in particular to Mexico, the Asia/Pacific region, and the Africa region. Unit sales rose very sharply in Russia and Turkey.

Sales Revenue by Product Group

€ million 9M 2020 9M 2019 Change
TRATON GROUP 15,740 19,827 –21%
Industrial Business 15,419 19,491 –21%
New Vehicles 9,014 12,786 –30%
After Sales 1 3,463 3,706 –7%
Others 2,942 2,999 –2%
Financial Services 612 635 –4%
Consolidation/others –291 –299

1 Incl. spare parts and workshop services

The TRATON GROUP generated sales revenue of €15.7 billion in the reporting period (9M 2019: €19.8 billion), a year-on-year decline of 21%. The 21% decline in sales revenue in the Industrial Business segment was attributable primarily to the New Vehicles business, and reflected the slump in truck and bus sales. The After Sales business was also hit by the uncertainty and restrictions resulting from the COVID-19 pandemic, but only recorded a relatively small decline of 7%. The decline in Others is attributable to the engine and leasing business. Negative exchange rate effects also weighed on sales revenue.

Sales revenue in the Financial Services segment recorded a slight decline. An average higher net portfolio was offset by negative exchange rate effects and lower interest rates.

Condensed Income Statement

TRATON GROUP Industrial Business Financial Services Others / reconciliation
€ million 9M 2020 9M 2019 9M 2020 9M 2019 9M 2020 9M 2019 9M 2020 9M 2019
Sales revenue 15,740 19,827 15,419 19,491 612 635 –291 –299
Cost of sales –13,345 –15,825 –13,247 –15,713 –388 –411 291 299
Gross profit 2,396 4,001 2,173 3,779 224 223 –1 0
Distribution expenses –1,636 –1,811 –1,549 –1,718 –88 –93 1 1
Administrative expenses –644 –734 –644 –734
Other operating result –174 26 –119 51 –54 –25 0 0
Operating profit/loss –58 1,482 –140 1,377 82 105 0 1
Operating return on sales (in %) –0.4 7.5 –0.9 7.1 13.4 16.5
Financial result –76 103 –76 112 0 0 0 –8
Profit/loss before tax –134 1,586 –216 1,489 82 105 0 –8
Income taxes –24 –349 4 –344 –29 –29 0 25
Loss from discontinued operations, net of tax –2 –2
Profit/loss after tax –158 1,235 –212 1,142 53 75 1 17

Operating profit/loss:

The downturn in demand in connection with the continuing COVID-19 pandemic had, in particular, an impact in Europe and South America, especially in the second quarter of 2020, although the third quarter of 2020 did see a significant recovery. Nevertheless, gross profit was still down by €1.6 billion (–40%) in the reporting period compared with the prior-year period.

A large number of countermeasures were launched to mitigate the economic consequences for the Company. Examples of these steps included cuts in subcontracted work and the worldwide closure of our production sites starting in the second half of March until the gradual restart from the end of April. Short-time working arrangements and similar measures to reduce personnel costs were also used, as well as systematic reductions in non-staff-related operating expenses, such as postponing or cancelling projects and events, and cuts to planned expenditures.

The gross margin was particularly affected by the year-on-year decline in sales revenue (–21%) and, at 15.2% (9M 2019: 20.2%), was below the prior-year figure. The gross margin was additionally impacted by higher depreciation and amortization charges as well as expenses at Scania Vehicles & Services, in particular as a result of measures to reorganize production facilities. Expenses in connection with an engine project involving MAN Truck & Bus and Navistar, additional costs relating to the introduction of the new generation of trucks at MAN Truck & Bus, and a more difficult used vehicle business negatively affected the gross margin.

Distribution and administrative expenses declined significantly year-onyear because of the measures initiated in connection with the COVID-19 pandemic — in particular short-time working arrangements and similar measures for reducing personnel costs, as well as systematic reductions in non-staff-related operating expenses. The fact that the expenses incurred in the prior-year period in conjunction with the TRATON GROUP's capital market readiness and its initial public offering (IPO) no longer applied also played a role here. The increase in distribution expenses resulting from the introduction of the new generation of trucks at MAN Truck & Bus was more than offset. The ratio of distribution and administrative expenses to sales revenue rose by 1.7 percentage points year-onyear due to the decline in sales revenue.

Other operating result declined by €200 million year-on-year. The main drivers for this decline were increased expenses for provisions, net higher expenses from the measurement and realization of foreign currency items, and increased expenses from bad debt allowances on receivables, which rose in particular in the Financial Services segment due to the economic impact of the COVID-19 pandemic on our customers. Other positive factors in the prior-year period were income from insurance payments and the partial reversal of an impaired indirect tax receivable in Brazil, as well as the reversal of provisions for restructurings in Brazil.

The TRATON GROUP's operating profit declined by €1.5 billion year-on-year, resulting in an operating loss of €58 million in the reporting period. The TRATON GROUP's operating return on sales was –0.4%, representing a decline of 7.8 percentage points compared with the prior-year period.

Financial result:

The financial result was €–76 million, a decline of €179 million on the prioryear period. The main drivers behind this development were lower shares of profits and losses of equity-method investments — in particular Rheinmetall MAN Military Vehicles GmbH (RMMV), Navistar International Corporation, Lisle, Illinois, USA (Navistar), and Sinotruk (Hong Kong) Limited, Hong Kong, China (Sinotruk). The previous year's financial result contained the positive effect from the sale of the 49% interest in the Tactical Wheeled Vehicles division of RMMV. The expenses from the revolving credit line entered into in the third quarter of 2020 as part of the €3.75 billion syndicated facility were more than offset by lower interest expenses, especially in South America. Measurement losses from foreign exchange rate changes also had a negative impact compared with the prior-year period.

18 Operating Units

Taxes:

Income taxes fell by €325 million to a reported tax expense of €24 million. This corresponds to a tax rate of –18% (9M 2019: 22%), which is lower than in the prior-year period and turned negative, primarily because of the partial nonrecognition of deferred tax assets in respect of current losses and the loss before tax.

Profit/loss after tax:

The loss after tax was €158 million in the 2020 reporting period and thus €1.4 billion lower than the result in the prior-year period. Earnings per share fell from €2.40 to €–0.29. Calculation of earnings per share was based on 500 million shares.

Business Performance: Industrial Business

9M 2020 9M 2019 Change
–140 1,377 –1,517
–91 1,365 –1,455
–0.9 7.1 –8.0 pp
–0.6 7.0 –7.6 pp
602 569 33
796 982 –185

Operating profit/loss:

The operating loss of €140 million (9M 2019: operating profit of €1.4 billion) in the reporting period was driven in particular by the downturn in demand in connection with the continuing COVID-19 pandemic and the resulting decline in unit sales. Operating loss was additionally impacted by higher depreciation and amortization charges as well as expenses at Scania Vehicles & Services, in particular as a result of measures to reorganize production facilities. Additional costs in conjunction with the introduction of the new truck generation at MAN Truck & Bus, increased expenses for provisions, and net higher expenses from the measurement and realization of foreign currency items negatively impacted operating loss. A more difficult used vehicle business also played a part in this development.

A large number of countermeasures were launched to mitigate the economic consequences for the Company. Examples of these steps included cuts in subcontracted work and the worldwide closure of our production sites starting in the second half of March until the gradual restart from the end of April. Short-time working arrangements and similar measures to reduce personnel costs were also used, as well as systematic reductions in non-staff-related operating expenses, such as postponing or cancelling projects and events, and cuts to planned expenditures.

Operating profit/loss (adjusted):

Operating loss (adjusted) in the reporting period was €91 million and contains adjustments to expenses at Scania Vehicles & Services, in particular for reorganizing production facilities, which increased operating loss by €50 million. This resulted in an operating return on sales (adjusted) of –0.6%. The adjustment in the prior-year period resulted from the reversal of a provision, which increased operating profit by €13 million. Operating profit (adjusted) in the prior-year period was therefore €1.4 billion and the operating return on sales (adjusted) was 7.0%.

Capex:

Capex in the reporting period was up slightly (€+33 million) on the prioryear period, at €602 million. The targeted prioritization of investment activities further slowed capex growth in the third quarter of 2020 compared with the prior-year period. The primary investing activities related to replacement investments, capital expenditures in conjunction with new products, such as engine platforms and transmissions, as well as capital expenditures in facility expansions, e.g., foundry equipment.

Primary research and development costs:

Primary research and development costs came to €796 million, a year-onyear reduction of €185 million. This was mainly achieved by the targeted reprioritization of projects. In addition, high R&D expenses in connection with the development of the new truck and bus generations at MAN Truck & Bus also had an effect in the prior-year period.

Overview by quarter:

OPERATING PROFIT/LOSS INDUSTRIAL BUSINESS (ADJUSTED)

(adjusted) 135 457 –400 538 174 369 – 364

Business Performance: Financial Services

€ million 9M 2020 9M 2019 Change
Operating profit 82 105 –23
Operating return on sales (in %) 13.4 16.5 –3.1 pp

Operating profit in the Financial Services segment declined to €82 million in the reporting period (9M 2019: €105 million). The decline was the result of lower margins, negative exchange rate effects, and higher bad debt allowances.

Net Cash Flow

TRATON GROUP Industrial Business Financial Services Others / reconciliation
€ million 9M 2020 9M 2019 9M 2020 9M 2019 9M 2020 9M 2019 9M 2020 9M 2019
Gross cash flow 1,320 2,663 1,204 2,585 403 373 –287 –294
Change in working capital –376 –2,366 –535 –1,447 –115 –1,198 274 280
Net cash provided by/used in investing activities
attributable to operating activities
–808 1,196 –816 1,186 –1 –3 9 13
Net cash flow 136 1,494 –148 2,323 287 –828 –4 –1

Despite the negative impact of the COVID-19 pandemic, the TRATON GROUP increased net cash provided by operating activities by €647 million to €944 million in the reporting period. This comprises gross cash flow and the change in working capital.

Gross cash flow fell by €1.3 billion in the first nine months of 2020, mainly because of the lower operating profit/loss. The TRATON GROUP took several measures in order to cushion the consequences of the COVID-19 pandemic.

The change in funds tied up in working capital had a negative impact of €376 million on net cash provided by/used in operating activities in the reporting period, €2.0 billion less than in the prior-year period. The production stop at all plants starting in the second half of March caused by the COVID-19 pandemic and other steps taken resulted in a €762 million lower increase in inventories and a significantly lower €50 million increase in funds tied up in financial services receivables, following a €784 million increase in the prior-year period.

The number of financing contracts rose from around 175,700 as of December 31, 2019, to around 176,750 as of September 30, 2020. 28,581 (9M 2019: 39,299) new contracts were entered into in the first nine months of 2020. The year-on-year drop in new contracts is primarily attributable to the lower unit sales.

Working capital was negatively impacted by the €176 million decline (9M 2019: €241 million increase) in liabilities. In the reporting period, this was primarily due to the €385 million decrease (9M 2019: €285 million increase) in liabilities from sales with buyback obligations due to the decline in unit sales. This decrease should be seen in conjunction with the €447 million decline (9M 2019: €354 million increase) in assets leased out. The aforementioned changes in assets leased out result from the net additions and disposals reported in working capital and depreciation charges reported in gross cash flow. The increase in trade payables by €147 million (9M 2019: €241 million decrease) had an offsetting effect on working capital.

Net cash provided by investing activities attributable to operating activities in the prior-year period was marked by proceeds of €2.0 billion from the disposal of the Power Engineering business and €101 million from the disposal of the 49% interest in RMMV's Tactical Wheeled Vehicles division. At €113 million, additions to capitalized development costs were down yearon-year, whereas capex increased by €33 million. TRATON is reviewing all investments in light of the new situation.

The TRATON GROUP's net cash flow decreased overall by €1.4 billion to €136 million.

Including the nonrecurring factors from the sale of subsidiaries and investees amounting to €2.1 billion contained in the 2019 net cash flow, the TRATON GROUP significantly increased net cash flow from operating activities despite the effects of the COVID-19 pandemic.

Following the significantly negative impact of the consequences of the COVID-19 pandemic on the TRATON GROUP's net cash flow in the second quarter of 2020, positive net cash flow of €261 million was generated again in the third quarter of 2020.

Cash Conversion Rate in the Industrial Business Segment

€ million 9M 2020 9M 2019 Change
Net cash flow –148 2,323 –2,471
Profit/loss after tax –212 1,142 –1,354
Cash conversion rate (in %) n/a 203 n/a

The cash conversion rate in the prior-year period was positively affected by the proceeds of €2.0 billion from the disposal of the Power Engineering business. In the first nine months of 2020, the negative net cash flow did not result in any meaningful cash conversion rate. For further information on the presentation of material factors affecting net cash flow and profit/ loss after tax, see "Condensed Income Statement" and "Net Cash Flow."

Net Liquidity/Net Financial Debt

TRATON GROUP Industrial Business
€ million 09/30/2020 12/31/2019 09/30/2020 12/31/2019
Cash and cash equivalents 2,210 1,913 2,124 1,853
Marketable securities, invest
ment deposits, and loans to
affiliated companies 1,114 3,195 1,114 3,288
Gross liquidity 3,324 5,108 3,238 5,141
Total third-party borrowings –12,154 –12,497 –3,965 –3,641
Net liquidity/net financial debt –8,831 –7,390 –727 1,500

Net debt rose by €1.4 billion to €8.8 billion in the third quarter of 2020, primarily because of the decline in investment deposits. These contained deposits by TRATON SE of €1.1 billion with Volkswagen AG as of September 30, 2020 (December 31, 2019: €3.1 billion).

The liquidity reserve available to the TRATON GROUP consists of confirmed credit lines of €7.3 billion, including €3.0 billion from Volkswagen AG.

Additionally, the TRATON GROUP had €415 million of unused, unconfirmed credit lines from banks at its disposal as of September 30, 2020.

TRATON SE took out its first syndicated revolving credit facility with a volume of €3.75 billion in the third quarter of 2020. It has a maturity of three years and can be extended twice for one year each. The facility amount is provided by a banking consortium consisting of 21 banks and serves for general corporate purposes and to safeguard the Company's liquidity.

For fiscal year 2019, the distribution of a dividend of €1.00 per no-par value share carrying dividend rights amounting to a total volume of €500 million was resolved. The dividend was paid in September 2020.

On September 17, 2020, TRATON SE decided to no longer execute the merger law squeeze-out of the minority shareholders of MAN SE that was announced on February 28, 2020, in 2020. For the time being, MAN SE shall focus on its tasks from the realignment announced on September 11, 2020, and the handling of the impact from the COVID-19 pandemic. The full corporate integration of MAN SE into TRATON SE shall be pursued further in 2021.

Navistar Acquisition Project

On September 10, 2020, TRATON increased the offer it originally made on January 30, 2020, to acquire all outstanding shares of Navistar International Corporation ("Navistar") (NYSE: NAV) not already held by TRATON to USD 43.00 per share in cash. TRATON SE held 16.7% of the outstanding shares of Navistar as of September 30, 2020.

On October 16, 2020, TRATON announced that it has reached an agreement in principle with Navistar that TRATON will acquire all outstanding shares of Navistar not already held by TRATON at a price of USD 44.50 per share. TRATON held 16.7% of the outstanding shares of Navistar at the time of the agreement. This agreement in principle remains subject to finalization of due diligence to the satisfaction of TRATON, agreement being reached on the conclusion of the merger agreement and related transaction documents, and the approval of the transaction by the executive bodies and committees of TRATON and Volkswagen AG as well as the Board of Directors and the Shareholder Meeting of Navistar. Following the conclusion of the agreement, the completion of the transaction will, in particular, be subject to approval by the relevant authorities.

Opportunities and Risks

The Report on Opportunities and Risks should be read in conjunction with our guidance in the Annual Report 2019 and the update in the Half-Year Financial Report 2020 relating to the COVID-19 risk category. Although there has been a noticeable economic recovery in recent months, the global impact of the COVID-19 pandemic is continuing to lead to a very high degree of uncertainty about future developments. This may also adversely affect net assets, financial position, and results of operations in the remaining months of fiscal year 2020. The COVID-19 pandemic remains the most significant risk for the TRATON GROUP in the aggregated representation.

Additionally, the Executive Boards of MAN SE and MAN Truck & Bus SE decided on the key points of a comprehensive realignment of MAN Truck & Bus on September 11, 2020. The planned restructuring will affect all areas of the company, including the repositioning of the production and development network, and will most likely be accompanied by considerable downsizing of staff and the closure of certain sites.

The Executive Board entered into negotiations on this matter with the employee representatives on October 21, 2020. The outcome of these negotiations will directly impact the expected restructuring costs in terms of both their amount and their timing.

Report on Expected Developments

Due to the continuing spread of the COVID-19 pandemic, the related crisis measures taken by the affected countries, their drastic effects on the economy, and the associated high level of uncertainty, the TRATON GROUP's Executive Board continues to expect a sharp downturn for the commercial vehicle sector as a whole for full-year 2020 across all of the Group's core geographic regions, affecting new registrations of both medium- and heavy duty trucks (> 6t). For new registrations of buses, we assume a very sharp reduction on the whole across all of the Group's core geographic regions.

The TRATON GROUP took extensive measures in response to the crisis. In addition to establishing contingency plans and temporary production stops in the first half of the year, these also include safeguarding the Company's liquidity and reprioritizing our investments and our research and development projects.

Provided there is no further increase in the number of COVID-19 cases and no associated countermeasures are adopted by the relevant countries, and subject to the potential impact on our production and supply chains, we are assuming that our business activity will continue to recover by the end of 2020. Overall, however, we are anticipating a sharp decline in total unit sales worldwide for fiscal year 2020 due to the market downturn.

In line with unit sales, we are assuming that the sales revenue of the TRATON GROUP and the Industrial Business segment will also decline substantially year-on-year, and are expecting an operating return on sales for the TRATON GROUP of between –1.0% and +1.0%. For the Industrial Business segment, we are anticipating an operating return on sales of between –2.0% and +/–0.0%. The reason for the ranges given lies in the risk of renewed substantial restrictions on economic activity as a result of rising COVID-19 cases until the end of 2020. In addition, this expectation is based on the effects of the sharp decline in unit sales accompanied by a temporary production stop, the decrease in the After Sales business, a negative impact on the used vehicle business, as well as costs related to the introduction of the new truck generation at MAN Truck & Bus.

The projected operating return on sales does not contain any expenses for the realignment of MAN Truck & Bus announced on September 11, 2020. Due to the ongoing nature of the negotiations with the employee representatives, it is not possible to predict the timing and amount of these expenses at this point in time.

We are expecting a moderate decline in sales revenue in the Financial Services segment for fiscal year 2020. Because of higher bad debt allowances, we are assuming that the operating return on sales will be between 11.0% and 15.0%, and thus expecting an operating profit/loss that is lower than in the prior-year period.

Due to the range given for operating return on sales, there is also a corridor of –3.0% to +/–0.0% for return on investment in the Industrial Business segment. For the cash conversion rate, we are anticipating a negative net cash flow in the Industrial Business segment.

18 Operating Units
25 Selected Financial Information

36 Further Information

Through investments in our products and plants as well as through our research and development activities, we are laying the foundation for profitable and sustainable growth in the TRATON GROUP. Nevertheless, current developments as a result of the COVID-19 pandemic require us to reprioritize our investments and our research and development projects. For fiscal year 2020, we are planning a noticeable decline in capex. Primary research and development costs are expected to decline substantially following the rollout of the new product range.

Actual 2019 Forecast 2020
Annual Report 2019
Forecast 2020
Interim Statement
9M 2020
TRATON GROUP
Sales (units) 242,219 moderate decline sharp decline
Sales revenue (€ million) 26,911 moderate decline substantial decline
Operating return on sales (in %) 7.0 4.5–5.5 between –1.0 and +1.0
Industrial Business
Sales revenue (€ million) 26,454 moderate decline substantial decline
Operating return on sales (in %) 6.6 4.0–5.0 between –2.0 and +/–0.0
Return on investment (in %) 9.7 5.5–6.5 between –3.0 and +/–0.0
Cash conversion rate (in %) 179 20–30 n/a
Capex (€ million) 993 noticeable increase noticeable decline
Primary research and development costs (€ million) 1,376 noticeable decline substantial decline
Financial Services
Sales revenue (€ million) 849 slight growth moderate decline
Operating return on sales (in %) 16.8 12.0–16.0 11.0–15.0

OPERATING UNITS

2

Scania Vehicles & Services

18 Operating Units

19 Scania Vehicles & Services

21 MAN Truck & Bus

23 Volkswagen Caminhões e Ônibus

25 Selected Financial Information

36 Further Information

9M 2020 9M 2019 Change Q3 2020 Q3 2019 Change
Trucks and buses (units)
Incoming orders 60,207 66,581 –10% 25,934 17,792 46%
Unit sales 47,735 74,720 –36% 17,298 23,196 –25%
of which trucks 43,443 68,996 –37% 15,788 21,001 –25%
of which buses 4,292 5,724 –25% 1,510 2,195 –31%
Financial key performance indicators (€ million)
Sales revenue 8,094 10,427 –22% 2,825 3,312 –15%
Operating profit 419 1,209 –790 198 380 –183
Operating profit (adjusted) 468 1,209 –741 247 380 –133
Operating return on sales (in %) 5.2 11.6 –6.4 pp 7.0 11.5 –4.5 pp
Operating return on sales (adjusted) (in %) 5.8 11.6 –5.8 pp 8.7 11.5 –2.7 pp

The uncertainty associated with the COVID-19 pandemic heavily impacted incoming orders and unit sales, especially in the second quarter of 2020. The market downturn already expected for 2020, particularly in the EU27+3 region, was further reinforced by the COVID-19 pandemic. However, a noticeable recovery was recorded in the third quarter of 2020.

18 Operating Units

25 Selected Financial Information

36 Further Information

Operating profit after the first nine months of the year was €419 million (9M 2019: €1.2 billion), representing a €790 million decrease compared with the prior-year period. This corresponds to an operating return on sales of 5.2% (9M 2019: 11.6%). Operating profit was impacted in the reporting period by the volume-driven decline in sales revenue, the measures taken in response to the COVID-19 pandemic, in particular the temporary closure of our plants in the first half of 2020, and currency effects. In addition, operating profit was impacted by costs that were primarily incurred in connection with the realignment of production facilities in the amount of €50 million. A favorable product mix and cost savings had a positive effect on operating profit. Furthermore, additional costs were incurred in the prior-year period in connection with the parallel production of the old and new vehicle generations.

Scania Vehicles & Services is continuing to work on measures to mitigate the negative impact of the ongoing COVID-19 pandemic and to safeguard future growth and achieve profitability targets.

The all-electric Scania truck produces zero emissions and makes virtually no noise as it drives in the city. Its launch marks a milestone for the company on the road to a more sustainable transportation system.

MAN Truck & Bus

18 Operating Units

19 Scania Vehicles & Services

21 MAN Truck & Bus

23 Volkswagen Caminhões e Ônibus

25 Selected Financial Information

36 Further Information

9M 2020 9M 2019 Change Q3 2020 Q3 2019 Change
Trucks and buses (units)
Incoming orders 59,745 75,712 –21% 21,553 20,834 3%
Unit sales 53,543 76,510 –30% 21,881 22,482 –3%
of which trucks 1 50,166 71,647 –30% 20,635 20,757 –1%
of which buses 3,377 4,863 –31% 1,246 1,725 –28%
Financial key performance indicators (€ million)
Sales revenue 6,567 7,990 –18% 2,487 2,467 1%
Operating profit/loss –414 284 –699 –27 32 –58
Operating return on sales (in %) –6.3 3.6 –9.9 pp –1.1 1.3 –2.4 pp

1 Incl. MAN TGE vans (9M 2020: 11,392 units, 9M 2019: 10,111 units;

Q3 2020: 5,037 units, Q3 2019: 2,845 units)

The uncertainty associated with the COVID-19 pandemic heavily impacted incoming orders and unit sales, especially in the second quarter of 2020. The market downturn already expected for 2020, particularly in the EU27+3 region, was further reinforced by the COVID-19 pandemic. However, a noticeable recovery was recorded in the third quarter of 2020.

Operating loss after the first nine months of the year was €414 million (9M 2019: operating profit of €284 million), representing a €699 million decrease compared with the prior-year period, despite various measures

to reduce costs. This corresponds to an operating return on sales of –6.3% (9M 2019: 3.6%). In addition to the volume-driven decline in sales revenue, operating profit was also negatively impacted by costs in connection with the launch of the new truck generation and a more difficult used vehicle business. The operating loss also reflects steps taken in response to the COVID-19 pandemic, in particular the temporary closure of our plants in the first half of 2020. Expenses in the mid-double digit millions of euros were incurred in conjunction with the announced termination of the cooperation with Navistar relating to a diesel engine.

18 Operating Units

25 Selected Financial Information

36 Further Information

On September 11, 2020, the Executive Boards of MAN SE and MAN Truck & Bus SE announced a comprehensive realignment of MAN Truck & Bus SE. The planned realignment will require a fundamental restructuring of the MAN Truck & Bus business in all areas, including the repositioning of the production and development network, and significant downsizing of staff. The current deliberations include the reduction of up to 9,500 jobs in Germany and Austria as well as worldwide, across all areas of the company. The partial relocation of development and production processes to other sites is being planned in this context. As a result, the possible closure of the Steyr production site and the facilities in Plauen and Wittlich is also being discussed.

Due to the ongoing nature of the talks with the employee representatives, it is not possible to predict the timing and amount of these expenses at this point in time.

With its fully electric MAN Lion's City E, MAN Truck & Bus has added a zero-emission model to its new city bus generation. The bus has won multiple awards and is already in use in several European cities.

Volkswagen Caminhões e Ônibus

18 Operating Units

19 Scania Vehicles & Services

21 MAN Truck & Bus

23 Volkswagen Caminhões e Ônibus

25 Selected Financial Information

36 Further Information

9M 2020 9M 2019 Change Q3 2020 Q3 2019 Change
Trucks and buses (units)
Incoming orders 26,287 30,453 –14% 11,112 11,091 0%
Unit sales 26,772 31,551 –15% 10,885 11,167 –3%
of which trucks 22,561 26,177 –14% 9,021 9,496 –5%
of which buses 4,211 5,374 –22% 1,864 1,671 12%
Financial key performance indicators (€ million)
Sales revenue 931 1,328 –30% 319 468 –32%
Operating profit/loss –6 30 –35 5 12 –7
Operating profit/loss (adjusted) –6 17 –23 5 12 –7
Operating return on sales (in %) –0.6 2.2 –2.8 pp 1.5 2.5 –1.0 pp
Operating return on sales (adjusted) (in %) –0.6 1.3 –1.9 pp 1.5 2.5 –1.0 pp

The uncertainty associated with the COVID-19 pandemic heavily impacted incoming orders and unit sales, especially in the second quarter of 2020. However, a noticeable recovery was recorded in the third quarter of 2020.

18 Operating Units

25 Selected Financial Information

36 Further Information

Operating loss after the first nine months of the year was €6 million (9M 2019: operating profit of €30 million). This corresponds to an operating return on sales of –0.6% (9M 2019: 2.2%). Operating loss was impacted in the reporting period by the volume-driven decline in sales revenue and the measures taken in response to the COVID-19 pandemic, in particular the temporary closure of our plants in the first half of 2020. By contrast, an improvement in product positioning had a positive effect. In addition, a positive effect from the partial reversal of an impaired indirect tax receivable and income of €13 million from the reversal of a restructuring provision were recorded in the 2019 comparative period.

Volkswagen Caminhões e Ônibus is working continuously on short-term measures to mitigate the negative impact of the ongoing COVID-19 pandemic, and continues to focus on strengthening the company in a competitive market environment with the goal of systematically improving its earnings quality.

Volkswagen Caminhões e Ônibus presents the Meteor, a new line of heavy-duty trucks. The trucks are powered by the MAN D26 engine, which is now also produced in Brazil.

SELECTED FINANCIAL INFORMATION

3

9M 2020

SELECTED FINANCIAL INFORMATION

6 Course of Business

18 Operating Units

25 Selected Financial Information

Income Statement

of the TRATON GROUP for the period January 1 to September 30

26 Income Statement

27 Statement of Comprehensive Income

29 Balance Sheet

31 Statement of Changes in Equity

33 Statement of Cash Flows

35 Contingent Liabilities and Commitments

35 Segment Reporting

36 Further Information

€ million 9M 2020 9M 2019
Sales revenue 15,740 19,827
Cost of sales –13,345 –15,825
Gross profit 2,396 4,001
Distribution expenses –1,636 –1,811
Administrative expenses –644 –734
Net impairment losses on financial assets –68 –35
Other operating income 564 432
Other operating expenses –669 –371
Operating profit/loss –58 1,482
Share of profits and losses of equity-method investments 96 195
Interest income 63 59
Interest expense –187 –191
Other financial result –47 39
Financial result –76 103
Profit/loss before tax –134 1,586
Income tax expense –24 –349
current –231 –319
deferred 207 –30
Profit/loss from continuing operations, net of tax –158 1,237
Loss from discontinued operations, net of tax –2
Profit/loss after tax –158 1,235
of which attributable to shareholders of TRATON SE –143 1,202
of which attributable to noncontrolling interests –15 33
Earnings per share from continuing operations in € (diluted/basic) –0.29 2.41
Earnings per share from continuing and discontinued operations in € (diluted/basic) –0.29 2.40

18 Operating Units

25 Selected Financial Information

26 Income Statement

36 Further Information

Statement of Comprehensive Income

of the TRATON GROUP for the period January 1 to September 30

€ million 9M 2020 9M 2019
Profit/loss after tax –158 1,235
Pension plan remeasurements recognized in other comprehensive income
Pension plan remeasurements recognized in other comprehensive income, before tax –30 –347
Deferred taxes on pension plan remeasurements recognized in other comprehensive income 4 96
Pension plan remeasurements recognized in other comprehensive income, net of tax –26 –252
Fair value measurement of other equity investments and marketable securities
Fair value measurement of other equity investments and marketable securities, before tax 0 7
Deferred taxes relating to the fair value measurement of other equity investments and marketable securities 0 –2
Fair value measurement of other equity investments and marketable securities, net of tax 0 6
Share of other comprehensive income of equity-method investments that will not be reclassified subsequently to profit or loss
Share of other comprehensive income of equity-method investments that will not be reclassified subsequently to profit or loss, before tax 22 10
Deferred taxes relating to the share of other comprehensive income of equity-method investments that will not be reclassified
subsequently to profit or loss
–2 4
Share of other comprehensive income of equity-method investments that will not be reclassified subsequently to profit or loss,
net of tax
20 13
Items that will not be reclassified subsequently to profit or loss –6 –233
Currency translation differences
Unrealized currency translation gains/losses –598 –253
Transferred to profit or loss 0
Currency translation differences, before tax –598 –253
Deferred taxes relating to currency translation differences 5 0
Currency translation differences, net of tax –594 –253
Cash flow hedges
Fair value changes recognized in other comprehensive income –43 –21
Transferred to profit or loss 21 13
Cash flow hedges, before tax –22 –7
Deferred taxes relating to cash flow hedges 9 2
Cash flow hedges, net of tax –14 –5
18 Operating Units € million 9M 2020 9M 2019
25 Selected Financial Information Cost of hedging
Fair value changes recognized in other comprehensive income (cost of hedging) –1 1
26 Income Statement
27 Statement of Comprehensive
Cost of hedging transferred to profit or loss –3 –1
Income Cost of hedging, before tax –4 0
29 Balance Sheet
31 Statement of Changes in Equity
Deferred taxes relating to cost of hedging 1 0
33 Statement of Cash Flows Cost of hedging, net of tax –3 0
35 Contingent Liabilities and Share of other comprehensive income of equity-method investments that may be reclassified subsequently to profit or loss
Commitments
35 Segment Reporting
Share of other comprehensive income of equity-method investments that may be reclassified subsequently to profit or loss –43 45
Share of other comprehensive income of equity-method investments transferred to profit or loss 8 2
36 Further Information Share of other comprehensive income of equity-method investments that may be reclassified subsequently to profit or loss, before tax –34 47
Deferred taxes relating to the share of other comprehensive income of equity-method investments that may be reclassified
subsequently to profit or loss
0 0
Share of other comprehensive income of equity-method investments that may be reclassified subsequently to profit or loss,
net of tax
–34 47
Items that may be reclassified subsequently to profit or loss –645 –210
Other comprehensive income, before tax –667 –543
Deferred taxes relating to other comprehensive income 16 100

Other comprehensive income, net of tax –651 –443 Total comprehensive income –809 791 of which attributable to shareholders of TRATON SE –777 766 of which attributable to noncontrolling interests –32 25

Balance Sheet

18 Operating Units

25 Selected Financial Information

26 Income Statement

27 Statement of Comprehensive Income

29 Balance Sheet

31 Statement of Changes in Equity

36 Further Information

Assets of the TRATON GROUP as of September 30, 2020, and December 31, 2019
---------------------------------------------------------------------------- -- --
€ million 09/30/2020 12/31/2019
Noncurrent assets
Intangible assets 6,480 6,755
Property, plant, and equipment 6,535 6,789
Assets leased out 6,492 7,119
Equity-method investments 1,410 1,365
Other equity investments 51 34
Noncurrent income tax receivables 10 44
Deferred tax assets 931 970
Noncurrent financial services receivables 4,723 4,871
Other noncurrent financial assets 403 130
Other noncurrent receivables 239 384
27,273 28,461
Current assets
Inventories 4,600 4,943
Trade receivables 1,892 2,144
Current income tax receivables 107 124
Current financial services receivables 2,705 3,120
Other current financial assets 405 338
Other current receivables 916 963
Marketable securities and investment deposits 1,105 3,178
Cash and cash equivalents 2,210 1,913
13,939 16,722
Total assets 41,211 45,183

Balance Sheet

18 Operating Units

25 Selected Financial Information

26 Income Statement

27 Statement of Comprehensive Income

29 Balance Sheet

31 Statement of Changes in Equity

36 Further Information

Equity and liabilities of the TRATON GROUP as of September 30, 2020, and December 31, 2019
-------------------------------------------------------------------------------------------- -- --
€ million 09/30/2020 12/31/2019
Equity
Subscribed capital 500 500
Capital reserves 20,295 20,241
Retained earnings –4,793 –4,150
Accumulated other comprehensive income –3,361 –2,727
Equity attributable to shareholders of TRATON SE 12,642 13,865
Noncontrolling interests 238 270
12,879 14,134
Noncurrent liabilities
Noncurrent financial liabilities 5,534 5,966
Provisions for pensions and other post-employment benefits 1,805 1,769
Noncurrent income tax payables 0 125
Deferred tax liabilities 539 787
Noncurrent income tax provisions 68 17
Other noncurrent provisions 1,225 1,225
Other noncurrent financial liabilities 2,308 2,604
Other noncurrent liabilities 1,832 2,034
13,312 14,527
Current liabilities
Current financial liabilities 6,620 6,531
Trade payables 2,478 2,472
Current income tax payables 95 153
Current income tax provisions 4 34
Other current provisions 892 869
Other current financial liabilities 1,442 2,837
Other current liabilities 3,489 3,626
15,020 16,522
Total equity and liabilities 41,211 45,183

Statement of Changes in Equity

of the TRATON GROUP for the period January 1 to September 30

18 Operating Units

25 Selected Financial Information

Accumulated other comprehensive income
Items that may be reclassified
subsequently to profit or loss
Subscribed Capital Retained Currency Cash flow Equity-method
€ million capital reserves earnings translation hedges investments
Balance as of 01/01/2019 10 21,331 –2,064 –1,762 –6 –62
Profit after tax 1,202
Other comprehensive income, net of tax 0 –251 –4 47
Total comprehensive income 1,202 –251 –4 47
Capital increase from capital reserves 16,490 –16,490
Reduction in subscribed capital into capital reserves –16,000 16,000
Capital transactions involving a change in ownership interest 1 459 6 0 1
Distribution of retained earnings –3,250
Other changes 2 –1,451
Balance as of 09/30/2019 500 20,841 –5,104 –2,007 –11 –15
Balance as of 01/01/2020 500 20,241 –4,150 –1,806 –8 –37
Loss after tax –143
Other comprehensive income, net of tax –579 –15 –35
Total comprehensive income –143 –579 –15 –35
Capital increase 3 54

1 The put options granted to noncontrolling interest shareholders of MAN SE expired on March 4, 2019. The remaining liability of €704 million was reclassified directly to equity, of which €230 million is attributable to noncontrolling interests.

Dividend distribution – – –500 – – – Other changes – – 0 0 – 0 Balance as of 09/30/2020 500 20,295 –4,793 –2,385 –23 –72

2 Retained earnings included the share of profit/loss attributable to Volkswagen AG in the event of profit/loss transfer based on profit/loss under German GAAP.

3 Contribution of additional profit from profit transfer by Volkswagen AG under the Relationship Agreement dated June 14, 2019

Statement of Changes in Equity

of the TRATON GROUP for the period January 1 to September 30

18 Operating Units

25 Selected Financial Information

26 Income Statement
--------------------- --

27 Statement of Comprehensive Income

29 Balance Sheet

31 Statement of Changes in Equity

33 Statement of Cash Flows

36 Further Information

Accumulated other comprehensive income
Items that will not be reclassified
subsequently to profit or loss
€ million Pension plan
remeasure
ments
Equity-method
investments
Other equity
investments
Equity
attributable to
shareholders of
TRATON SE
Noncontrolling
interests
Total
Balance as of 01/01/2019 –770 124 –1 16,799 2 16,801
Profit after tax 1,202 33 1,235
Other comprehensive income, net of tax –246 13 6 –436 –8 –443
Total comprehensive income –246 13 6 766 25 791
Capital increase from capital reserves
Reduction in subscribed capital into capital reserves
Capital transactions involving a change in ownership interest 1 8 0 –1 473 230 704
Distribution of retained earnings –3,250 –3,250
Other changes 2 0 3 4 –1,444 0 –1,444
Balance as of 09/30/2019 –1,007 141 8 13,345 257 13,602
Balance as of 01/01/2020 –998 124 –2 13,865 270 14,134
Loss after tax –143 –15 –158
Other comprehensive income, net of tax –25 20 0 –634 –17 –651
Total comprehensive income –25 20 0 –777 –32 –809
Capital increase 3 54 54
Dividend distribution –500 –500
Other changes –1 1 0 0 0
Balance as of 09/30/2020 –1,023 143 0 12,642 238 12,879

1 The put options granted to noncontrolling interest shareholders of MAN SE expired on March 4, 2019. The remaining liability of €704 million was reclassified directly to equity, of which €230 million is attributable to noncontrolling interests.

2 Retained earnings included the share of profit/loss attributable to Volkswagen AG in the event of profit/loss transfer based on profit/loss under German GAAP.

3 Contribution of additional profit from profit transfer by Volkswagen AG under the Relationship Agreement dated June 14, 2019

18 Operating Units

25 Selected Financial Information

26 Income Statement

27 Statement of Comprehensive Income

29 Balance Sheet

31 Statement of Changes in Equity

36 Further Information

Statement of Cash Flows

of the TRATON GROUP for the period January 1 to September 30

€ million 9M 2020 9M 2019
Cash and cash equivalents as of 01/01 1,913 2,997
Profit/loss before tax –134 1,586
Income taxes paid –346 –398
Depreciation and amortization of, and impairment losses on, intangible assets, property, plant, and equipment, and investment property 1 697 626
Amortization of, and impairment losses on, capitalized development costs 1 200 144
Impairment losses on equity investments, net of reversals of impairment losses 1 2 –67
Depreciation of products leased out 1 843 838
Change in pension obligations 14 –4
Profit/loss on disposal of noncurrent assets and equity investments 1 –28
Share of the result of equity-method investments –66 –112
Other noncash income/expense 108 79
Change in inventories –7 –769
Change in receivables (excl. financial services) 121 143
Change in liabilities (excl. financial liabilities) –176 241
Change in provisions 133 –5
Change in products leased out –396 –1,193
Change in financial services receivables –50 –784
Net cash provided by operating activities 944 297
Capital expenditures in intangible assets (excl. capitalized development costs) and in property, plant, and equipment –604 –572
Additions to capitalized development costs –214 –327
Capital expenditures to acquire other investees –19 –6
Proceeds from the disposal of subsidiaries 0 1,978
Proceeds from the disposal of associates 0 101
Proceeds from the disposal of intangible assets, property, plant, and equipment, and investment property 28 22
Change in marketable securities and investment deposits 2,073 –2,813
Change in loans 5 82
18 Operating Units € million 9M 2020 9M 2019
Net cash provided by/used in investing activities
25 Selected Financial Information
1,270 –1,536
Profit transfer to/loss absorption by Volkswagen AG –1,404 4,161
26 Income Statement
27 Statement of Comprehensive
Dividend distribution –500
Income Capital increase by Volkswagen AG 54
29 Balance Sheet Distribution of retained earnings –3,250
31 Statement of Changes in Equity
33 Statement of Cash Flows
Noncontrolling interest shareholders of MAN SE: compensation payments and acquisition of shares tendered 2 –1,109
35 Contingent Liabilities and Proceeds from the issuance of bonds 1,988 2,469
Commitments
35 Segment Reporting
Repayment of bonds –1,690 –1,144
Change in miscellaneous financial liabilities –105 –639
36 Further Information Repayment of lease liabilities –154 –125
Net cash provided by/used in financing activities –1,808 364
Effect of exchange rate changes on cash and cash equivalents –109 –7
Change in cash and cash equivalents 297 –881
Cash and cash equivalents as of 09/30 2,210 2,116

1 Net of impairment reversals

Contingent Liabilities and Commitments

of the TRATON GROUP as of September 30, 2020, and December 31, 2019

18 Operating Units

25 Selected Financial Information

26 Income Statement

27 Statement of Comprehensive Income

29 Balance Sheet

31 Statement of Changes in Equity

33 Statement of Cash Flows

35 Contingent Liabilities and Commitments

35 Segment Reporting

36 Further Information

€ million 09/30/2020 12/31/2019 Change
Liabilities under buyback guarantees 2,363 2,489 –126
Contingent liabilities under guarantees 77 128 –51
Other contingent liabilities 726 1,059 –333
3,167 3,676 –509

Segment Reporting

of the TRATON GROUP for the period January 1 to September 30

Reporting segments 2020

REPORTING PERIOD JANUARY 1 TO SEPTEMBER 30, 2020

€ million Industrial Business Financial Services Reconciliation TRATON GROUP
Segment sales revenue 15,419 612 –291 15,740
Intersegment sales revenue –289 –3 291
Sales revenue, TRATON GROUP 15,131 610 15,740
Segment profit/loss (operating profit/loss) –140 82 0 –58

Reporting segments 2019

REPORTING PERIOD JANUARY 1 TO SEPTEMBER 30, 2019

€ million Industrial Business Financial Services Reconciliation TRATON GROUP
Segment sales revenue 19,491 635 –299 19,827
Intersegment sales revenue –298 –1 299
Sales revenue, TRATON GROUP 19,193 634 19,827
Segment profit (operating profit) 1,377 105 1 1,482

Munich, October 28, 2020

TRATON SE The Executive Board

FURTHER INFORMATION

4

TRATON GROUP 37 INTERIM STATEMENT 9M 2020 FURTHER INFORMATION

6 Course of Business

18 Operating Units

25 Selected Financial Information

36 Further Information

37 Key Performance Indicators

Key Performance Indicators

INCOMING ORDERS, INDUSTRIAL BUSINESS

Units 9M 2020 9M 2019 Change Q3 2020 Q3 2019 Change
Incoming orders, Industrial Business 145,933 169,708 –14% 58,502 49,217 19%
of which trucks 1 134,633 153,285 –12% 55,304 44,077 25%
of which buses 11,300 16,423 –31% 3,198 5,140 –38%

1 Incl. MAN TGE vans (9M 2020: 13,477 units, 9M 2019: 11,127 units; Q3 2020: 5,040 units, Q3 2019: 3,398 units)

UNIT SALES BY COUNTRY

Units 9M 2020 9M 2019 Change Q3 2020 Q3 2019 Change
Unit sales, Industrial Business 127,660 179,091 –29% 49,922 55,755 –10%
Unit sales, trucks 1 115,820 163,316 –29% 45,331 50,204 –10%
EU27+3 64,503 102,097 –37% 24,686 28,635 –14%
of which in Germany 19,420 28,787 –33% 7,895 8,001 –1%
South America 29,424 36,818 –20% 11,345 13,750 –17%
of which in Brazil 25,257 33,275 –24% 9,337 12,543 –26%
Other regions 21,893 24,401 –10% 9,300 7,819 19%
Unit sales, buses 11,840 15,775 –25% 4,591 5,551 –17%
EU27+3 4,030 5,130 –21% 1,403 1,782 –21%
of which in Germany 928 853 9% 379 273 39%
South America 5,653 6,603 –14% 2,546 2,119 20%
of which in Brazil 4,001 4,920 –19% 1,672 1,666 0%
Other regions 2,157 4,042 –47% 642 1,650 –61%

1 Incl. MAN TGE vans (9M 2020: 11,392 units, 9M 2019: 10,111 units; Q3 2020: 5,037 units, Q3 2019: 2,845 units)

SALES REVENUE BY PRODUCT GROUP

18 Operating Units

25 Selected Financial Information

36 Further Information

37 Key Performance Indicators

40 Definition of Key Performance Indicators

42 Financial Diary

43 Publication Details

€ million 9M 2020 9M 2019 Change Q3 2020 Q3 2019 Change
TRATON GROUP 15,740 19,827 –21% 5,667 6,286 –10%
Industrial Business 15,419 19,491 –21% 5,565 6,171 –10%
New Vehicles 9,014 12,786 –30% 3,331 3,937 –15%
After Sales 1 3,463 3,706 –7% 1,163 1,248 –7%
Others 2,942 2,999 –2% 1,072 986 9%
Financial Services 612 635 –4% 200 215 –7%
Consolidation/others –291 –299 –98 –100

1 Incl. spare parts and workshop services

CONDENSED TR ATON GROUP INCOME STATEMENT

€ million 9M 2020 9M 2019 Q3 2020 Q3 2019
Sales revenue 15,740 19,827 5,667 6,286
Cost of sales –13,345 –15,825 –4,708 –5,063
Gross profit 2,396 4,001 960 1,223
Distribution expenses –1,636 –1,811 –532 –597
Administrative expenses –644 –734 –222 –232
Other operating result –174 26 –44 14
Operating profit/loss –58 1,482 162 407
Operating return on sales (in %) –0.4 7.5 2.9 6.5
Financial result –76 103 25 134
Profit/loss before tax –134 1,586 187 542
Income taxes –24 –349 –56 –98
Loss from discontinued operations, net of tax –2
Profit/loss after tax –158 1,235 131 443

KEY PERFORMANCE INDICATORS: INDUSTRIAL BUSINESS

18 Operating Units

25 Selected Financial Information

36 Further Information

37 Key Performance Indicators

40 Definition of Key Performance Indicators

42 Financial Diary

43 Publication Details

€ million 9M 2020 9M 2019 Change Q3 2020 Q3 2019 Change
Operating profit/loss –140 1,377 –1,517 125 369 –244
Operating profit/loss (adjusted) –91 1,365 –1,455 174 369 –195
Operating return on sales (in %) –0.9 7.1 –8.0 pp 2.2 6.0 –3.7 pp
Operating return on sales (adjusted) (in %) –0.6 7.0 –7.6 pp 3.1 6.0 –2.9 pp
Capex 602 569 33 164 213 –49
Primary R&D costs 796 982 –185 238 319 –81

KEY PERFORMANCE INDICATORS: FINANCIAL SERVICES

€ million 9M 2020 9M 2019 Change Q3 2020 Q3 2019 Change
Operating profit 82 105 –23 37 35 2
Operating return on sales (in %) 13.4 16.5 –3.1 pp 18.7 16.2 2.5 pp

CONDENSED STATEMENT OF CASH FLOWS, INDUSTRIAL BUSINESS

€ million 9M 2020 9M 2019 Q3 2020 Q3 2019
Gross cash flow 1,204 2,585 644 805
Change in working capital –535 –1,447 –228 –40
Net cash provided by operating activities 669 1,137 416 765
Net cash provided by/used in investing activities attributable to operating activities –816 1,186 –217 –226
Change in marketable securities, investment deposits, and loans 2,186 –1,844 901 –1,155
Net cash provided by/used in investing activities 1,369 –658 683 –1,381
Net cash provided by/used in financing activities –1,664 –1,348 –1,431 95
Effect of exchange rate changes on cash and cash equivalents –102 –7 –32 –16
Change in cash and cash equivalents 271 –876 –363 –537
Cash and cash equivalents as of 09/30 2,124 2,069 2,124 2,069
Gross cash flow 1,204 2,585 644 805
Change in working capital –535 –1,447 –228 –40
Net cash provided by/used in investing activities attributable to operating activities –816 1,186 –217 –226
Net cash flow –148 2,323 199 539

NET LIQUIDITY

18 Operating Units

25 Selected Financial Information

36 Further Information

37 Key Performance Indicators

40 Definition of Key Performance Indicators

42 Financial Diary

43 Publication Details

TRATON GROUP Industrial Business
€ million 09/30/2020 12/31/2019 09/30/2020 12/31/2019
Cash and cash equivalents 2,210 1,913 2,124 1,853
Marketable securities, investment deposits, and loans to affiliated companies 1,114 3,195 1,114 3,288
Gross liquidity 3,324 5,108 3,238 5,141
Total third-party borrowings –12,154 –12,497 –3,965 –3,641
Net liquidity/net financial debt –8,831 –7,390 –727 1,500

Definition of Key Performance Indicators

Adjustments to operating profit/loss: In addition to reported operating profit/loss, adjusted operating profit/loss is also calculated to enable the greatest possible transparency of our business performance. Adjustments concern certain items in the financial statements that, in the opinion of the Executive Board, can be presented separately to enable a more appropriate assessment of financial performance. They include, in particular, costs of restructurings and structural measures. The adjusted operating return on sales is therefore calculated as the ratio of adjusted operating profit/loss to sales revenue. Adjustments to operating profit/loss are also taken into account in determining the adjusted return on investment and adjusted EBITDA.

Adjusted EBITDA in the Industrial Business segment: Adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization) reflects the Industrial Business segment's operating performance before interest, taxes, depreciation, and amortization, after accounting for the use of resources. Because depreciation and amortization may depend on the chosen accounting policies, the carrying amounts, the capital structure, and the way in which an asset was acquired, adjusted EBITDA is used above all as an indicator for peer group comparisons.

Capex in the Industrial Business segment: Capex in the Industrial Business segment represents the TRATON GROUP's investments in the future. It consists of the capital expenditures in property, plant, and equipment and in intangible assets (excluding capitalized development costs) that are reported in the statement of cash flows.

Cash conversion rate in the Industrial Business segment: In order to fund our forward-looking expenditures, we use the cash conversion rate in the Industrial Business segment to monitor the TRATON GROUP's financial position. This indicates the share of profit after tax generated as cash and cash equivalents and is calculated as the ratio of positive net cash flow to profit after tax. If net cash flow and/or profit after tax are negative, the indicator is meaningless and is no longer disclosed. The cash conversion rate is presented as a percentage.

Financial Services net portfolio: The net portfolio is calculated as the total of financial services receivables, the value of recognized buyback obligations, and of vehicles with buyback obligations. It is based on the values from the perspective of the Financial Services segment.

18 Operating Units

25 Selected Financial Information

36 Further Information

Gross cash flow: Gross cash flow is calculated as the sum of profit/loss before tax and income tax payments, adjusted by depreciation and amortization of, and impairment losses on, intangible assets, property, plant, and equipment, investment property, capitalized development costs, products leased out (net of impairment reversals), impairment losses on equity investments (net of impairment reversals), changes in pension obligations, profit/loss on disposal of noncurrent assets and equity investments, share of profits and losses of equity-method investments, and other noncash expenses/income from lease liabilities.

Gross margin: The gross margin is calculated as the percentage ratio of gross profit to sales revenue in a given period.

Net cash flow: Net cash flow comprises net cash provided by/used in operating activities (continuing operations) and net cash provided by/used in investing activities attributable to operating activities (continuing operations). We do not include changes in loans, marketable securities, and investment deposits in this figure. Net cash flow indicates the excess funds from operating activities.

Net liquidity/net financial debt: Net liquidity/net financial debt comprises cash and cash equivalents, marketable securities, investment deposits, and loans to affiliated companies less financial liabilities, and reflects cash and cash equivalents, marketable securities, investment deposits, and loans to affiliated companies not financed by total borrowings.

Operating return on sales: Operating return on sales is the ratio of operating profit/loss to sales revenue and expresses the economic performance of our business activities after accounting for the use of resources. Operating profit/loss does not include net investment income. The operating return on sales measures the TRATON GROUP's profitability.

Primary research and development costs in the Industrial Business segment: Primary research and development costs in the Industrial Business segment contain both capitalized development costs and research and development costs not eligible for capitalization. They therefore represent expenditures ranging from blue skies research down to the marketready development of our products and services. There is a particular focus here on subject areas that are defined in our Global Champion Strategy: autonomous driving, connectivity, and alternative drives. We can only drive innovation forward and implement our Global Champion Strategy if we invest sufficiently in research and development.

Ratio of distribution and administrative expenses to sales revenue: This is calculated as the ratio of total distribution and administrative expenses to sales revenue.

6 Course of Business Financial Diary
18 Operating Units
25 Selected Financial Information 03/22/2021 Annual Report 2020
36 Further Information
37 Key Performance Indicators 03/22/2021 Annual press conference for fiscal year 2020
40 Definition of Key Performance Indicators
42 Financial Diary 05/10/2021 Interim Statement 3M 2021
43 Publication Details
07/30/2021 Half-Year Financial Report 2021

The latest dates and information can be found at www.traton.com

10/29/2021 Interim Statement 9M 2021

Publication Details

18 Operating Units

25 Selected Financial Information

36 Further Information

37 Key Performance Indicators

40 Definition of Key Performance Indicators

42 Financial Diary 43 Publication Details TRATON SE Dachauer Str. 641 80995 Munich Germany

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www.traton.com

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Investor Relations

Phone: +49 89 36098 0 [email protected]

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Copyright ©2020 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.

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