FULLTEXT DEL 2 AV 6
Årsredovisning 2023
Investments INVESTMENTS BY SEGMENT € million 2023 2022 Change TRATON GROUP 2,592 2,029 563 TRATON Operations 2,270 2,051 218 Scania Vehicles & Services 1,127 905 222 MAN Truck & Bus 564 633 –69 Navistar Sales & Services 488 392 96 Volkswagen Truck & Bus 91 122 –31 Reconciliation 0 –1 1 TRATON Financial Services 415 4 412 Corporate Items –93 –26 –67 Investments, TRATON Operations 2,270 2,051 218 of which capex 1,516 1,298 218 Capex ratio (in %) 3.3 3.3 0.0 pp of which capitalized development costs 687 604 83 of which other investees 66 149 –83 The largest factors for the increased investments at Scania Vehicles & Services were expenditures on electric mobility and the construction of a production site in China. In this context, the production line in Södertälje was converted in 2023 to handle the large-series production of electric trucks. Another reason for the increase in capital expenditures was the new battery factory, which was completed at the same site in Sep- tember 2023. The lower investments at MAN Truck & Bus in 2023 compared to the previous year are mainly due to two factors. One reason is the completion of the structural measures in 2023, which saw the plant in Krakow, Poland, being expanded and production capacity being relocated there. Furthermore, the additional expenses in 2022 to secure the supply chain for cable harnesses were discontinued. In 2023, Navistar intensified its investments in the new S13 Integrated Powertrain, which went into series production at the production facility in Huntsville, Alabama, USA, in the third quarter of 2023. In addition, Navistar made expansion investments at its sites in Escobedo, Mexico, and San Antonio, Texas, USA. In 2023, VWTB invested primarily in the field of electric mobility and in compliance with statutory requirements, e.g., compliance with emissions standards. TRATON Financial Services invested in the gradual acquisition of key aspects of the global MAN and VWTB Financial Services businesses, and paid €275 million into an account of Volkswagen Bank GmbH for this purpose. Scania’s financial services business was also integrated legally into the TRATON Financial Services business area in 2023. In Corporate Items, there were offsetting effects from the adjustment of the ownership structure of the financial services business. THE TRATON GROUP’S OFF-BALANCE SHEET COMMITMENTS € million 12/31/2023 12/31/2022 Change TRATON GROUP Contingent liabilities 4,835 4,492 343 Purchase order commitments for property, plant, and equipment, and intangible assets 980 672 308 Obligations under irrevocable credit commitments 923 770 153 Off-balance sheet commitments under rental and lease contracts 73 81 –7 Miscellaneous financial obligations 306 370 –64 Contingent liabilities included buyback guarantees of €2.9 billion (previous year: €2.6 billion) under which TRATON undertakes to repurchase vehicles from the financing company in the event of default. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 66 ===== SIDA 67 ===== They also included guarantees by Navistar of €730 million (previous year: €867 million). These are mostly default guarantees in favor of banks. Miscellaneous financial obligations were impacted by the obligations of the TRATON GROUP amounting to €123 million (previous year: €162 million) arising from the agree- ment signed on December 15, 2021, to set up the Milence charging infrastructure joint venture together with Daimler Truck and the Volvo Group. In addition to the off-balance sheet commitments shown above, there were long-term purchase obligations from battery procurement contracts between TRATON GROUP companies and Northvolt Group companies in the amount of approximately €7.2 billion (previous year: approximately €2.5 billion). For information on contingent liabilities, refer to Note “38. Contingent liabilities and commitments.” For all other off-balance sheet commitments, refer to Note “40. Other financial obligations.” Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 67 ===== SIDA 68 ===== 6. Net assets Balance sheet analysis CONDENSED BALANCE SHEET OF THE TRATON GROUP TRATON GROUP TRATON Operations TRATON Financial Services Corporate Items € million 12/31/2023 12/31/2022 12/31/2023 12/31/2022 12/31/2023 12/31/2022 12/31/2023 12/31/2022 Goodwill 6,083 6,184 367 366 – – 5,717 5,818 Intangible assets 7,114 7,195 4,475 4,198 15 3 2,624 2,994 Property, plant, and equipment 8,964 8,354 8,550 7,930 28 23 386 402 Assets leased out 5,658 6,162 5,504 6,015 874 784 –720 –637 Equity-method investments 1,482 1,328 286 236 4 – 1,192 1,093 Other equity investments 235 204 330 1,185 35 – –130 –981 Income tax receivables 281 225 329 356 32 23 –81 –154 Deferred tax assets 2,366 2,274 2,562 2,581 151 150 –347 –456 Financial services receivables 13,321 11,622 1 2 13,345 11,618 –25 2 Inventories 7,447 6,574 7,444 6,573 3 0 0 1 Trade receivables 3,894 3,348 3,233 2,999 839 557 –179 –209 Other assets 3,071 2,854 4,057 3,229 1,593 1,224 –2,580 –1,600 Marketable securities and investment deposits 53 73 53 73 – – – – Cash and cash equivalents 1,730 1,439 4,256 3,155 246 152 –2,772 –1,867 Assets held for sale – 421 – – – 421 – – Total assets 61,699 58,256 41,446 38,896 17,166 14,955 3,087 4,404 Equity 16,488 14,374 10,246 8,473 1,884 2,175 4,358 3,725 Financial liabilities 21,704 21,131 6,527 7,236 14,347 11,951 830 1,944 Provisions for pensions and other post-employment benefits 1,847 1,786 1,823 1,763 9 10 15 14 Income tax payables 226 237 477 343 79 57 –329 –164 Deferred tax liabilities 681 690 472 394 103 120 106 175 Income tax provisions 280 218 76 61 4 4 201 153 Other provisions 3,527 3,293 3,427 3,197 13 13 88 82 Other liabilities 11,154 10,988 12,637 11,855 525 452 –2,009 –1,319 Trade payables 5,791 5,518 5,762 5,573 203 151 –174 –206 Liabilities directly associated with assets held for sale – 21 – – – 21 – – Total equity and liabilities 61,699 58,256 41,446 38,896 17,166 14,955 3,087 4,404 Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 68 ===== SIDA 69 ===== As of December 31, 2023, the TRATON GROUP’s total assets increased by approximately €3.4 billion compared with December 31, 2022. This increase was due primarily to the €1.7 billion rise in financial services receivables, the €873 million increase in inventories, and the €610 million increase in property, plant, and equipment. The decrease in intangible assets and goodwill is mainly attributable to negative effects from the translation of financial statements of foreign operations into euros. This reflected in particular the negative development of the US dollar against the euro. The €610 million increase in property, plant, and equipment is attributable primarily to the construction and expansion of production facilities and investments in connection with new products. Assets leased out decreased by €504 million. Among other things, this reflected a lower share of sales with buyback obligations. Equity-method investments rose by €154 million, primarily as a result of positive earnings of Sinotruk (Hong Kong) Limited, Hong Kong, China (Sinotruk) and Rheinmetall MAN Military Vehicles GmbH, Munich ( RMMV), as well as other contributions to the Milence joint venture. The €1.7 billion increase in financial services receivables resulted primarily from the expansion of the financing business, in particular in South and Central America and in Europe. Inventories increased by €873 million compared with December 31, 2022. Among other factors, this reflected the higher production in 2023. The €546 million increase in trade receivables was due primarily to increased business volume in Europe. Trade receivables in the TRATON Financial Services business area rose as a result of increased factoring activities within the Group. The €217 million increase in other assets resulted in particular from the payment made by TRATON Financial Services to an account of Volkswagen Bank GmbH in the course of the gradual acquisition of key aspects of the global financial services business of MAN and VWTB. The sale of Scania Finance Russia was completed on January 17, 2023, following receipt of all regulatory approvals. The sale proceeds amounted to €400 million. This resulted in the disposal of assets and liabilities held for sale. For further information, see Note “8. Noncurrent assets and disposal groups held for sale” to the Consolidated Financial Statements. The TRATON GROUP’s total equity increased to €16.5 billion as of December 31, 2023. This is attributable primarily to the total comprehensive income of €2.5 billion, which resulted almost exclusively from the positive earnings after tax amounting to €2.5 billion. The dividend payout reduced equity (see Note “28. Equity” to the Consolidated Financial Statements). The equity ratio rose by 2.1 percentage points to 26.7% on the back of the significant improvement in earnings after tax. Financial liabilities increased by €573 million. This mainly reflected the issuance of notes under the EMTN program by TRATON Finance and the issuance of commercial paper. It was offset in particular by the reduction in liabilities to Volkswagen companies (for further information, refer to the “Financial position” section). Other provisions increased by €235 million. This was attributable to higher provisions for price adjustments and warranties. Other liabilities rose by €165 million. This was attrib - utable primarily to the rise in prepayments received and to higher payroll liabilities. Trade payables rose by €273 million. This reflected higher production volumes compared with December 2022, in particular at Scania Vehicles & Services. In addition to the assets recognized in the consolidated balance sheet, the TRATON GROUP also uses assets that are not eligible for recognition, such as individual brands, internally developed patents, and employee expertise. Expenditures on these assets are investments in the future that safeguard market success in the coming years. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 69 ===== SIDA 70 ===== Return on investment For information on the calculation of the return on investment, refer to the “Financial management” section. The following table shows the calculation for the current fiscal year and the previous year. RETURN ON INVESTMENT, TRATON OPERATIONS € million 2023 2022 Annual average invested capital 17,528 16,595 Operating result, TRATON Operations 4,103 1,973 Operating result, TRATON Holding –135 –124 Earnings effects from purchase price allocation, TRATON Operations –253 –278 Consolidation effects between TRATON Operations and the TRATON Holding 0 11 Operating result for ROI, before tax 3,715 1,583 Operating result for ROI, net of tax 2,600 1,108 Return on investment (ROI) (in %) 14.8 6.7 Compared with the previous year, return on investment ( ROI) increased due to the rise in operating result. Average invested capital, which also rose in 2023, had an offsetting effect on ROI. For more information on the change in invested capital and operating result, refer to the disclosures in the “Balance sheet analysis” and “Profit and loss” sections. Expenses of €169 million (previous year: €283 million) reported as adjustments were not deducted when calculating ROI. 7. T arget achievement in 2023 and summary of economic position The TRATON GROUP’s Executive Board can look back on a very successful fiscal year 2023. The TRATON GROUP achieved all of its targets. This was due, among other things, to the positive market and unit sales growth as well as the stabilization of supply chains. The TRATON GROUP’s most important truck (> 6 t) and bus markets recorded noticeable or strong growth overall, with very marked variations between the regions. Overall, the TRATON GROUP’s unit sales rose to 338,183 (previous year: 305,485) units. The year-on- year growth of 11% was at the midpoint of the forecast range. The TRATON GROUP generated sales revenue of €46.9 billion (previous year: €40.3 billion) in the reporting period, 16% higher than in the previous year. The substantial increase in sales revenue in the TRATON Operations business area was primarily the result of higher unit sales of new vehicles, a positive market and product mix, better unit price realization, and growth in the Vehicle Services business. This saw the forecasts for the TRATON GROUP and the TRATON Operations business area being slightly exceeded. Sales revenue in the TRATON Financial Services segment rose strongly year-on-year and was above the fore- cast target range. The TRATON GROUP’s operating return on sales (adjusted) was 8.6% in the reporting period, and hence slightly above the forecast range. The return on investment (ROI) was 14.8% and thus above the forecast target corridor. Capital expenditures in the TRATON Operations business area were up substantially year- on-year, although lower than our forecast. This shortfall was due to seasonable shifts in our investment projects. Primary research and development costs increased significantly and were therefore in line with our forecast. Net cash flow was €3.6 billion in the TRATON Operations business area and thus exceeded our forecast. This development is due to a better operating result and to temporary effects in cash tied up especially in receivables and liabilities. Net cash flow in the TRATON Oper- ations business area included cash inflows of €400 million from the disposal of Scania Finance Russia. The adjustment of the ownership structure of the financial services busi- ness led to a positive effect of €499 million on net cash flow in the TRATON Operations business area. These effects were eliminated at the TRATON GROUP level. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 70 ===== SIDA 71 ===== The variations from the original projection published in the 2022 Annual Report are mainly due to sales revenue development. The increase in sales revenue in the TRATON Operations business area was primarily the result of higher than expected unit sales of new vehicles, a better market and product mix, better unit price realization, and growth in the Vehicle Services business. All of this meant that the operating return on sales originally forecast for the TRATON GROUP was also exceeded. Actual 2022 Original forecast for 2023 Latest forecast for 2023 Actual 2023 TRATON GROUP Sales (units) 305,485 +5–15% +5–15% 338,183 Sales revenue (€ million) 40,335 +5–15% +5–15% 46,872 Operating return on sales (adjusted) (in %) 5.1 6.0–7.0 7.5–8.5 8.6 TRATON Operations Sales revenue (€ million) 39,554 +5–15% +5–15% 45,736 Operating return on sales (adjusted) (in %) 5.7 6.5–7.5 8.0–9.0 9.3 Return on investment (ROI) (in %) 6.7 8.0–12.0 10.0–14.0 14.8 Net cash flow (€ million) –625 1,300–1,800 2,300–2,800 3,594 Capex (€ million) 1,298 very sharp increase sharp increase 1,516 Primary R&D costs (€ million) 1,892 significant increase significant increase 2,170 TRATON Financial Services Sales revenue (€ million) 1,294 +10–20% +10–20% 1,589 Operating return on sales (adjusted) (in %) 23.5 10.0–15.0 13.0–18.0 17.0 TRATON SE (German GAAP) TRATON SE has its registered office in Munich and is the parent and holding company of the TRATON GROUP. TRATON SE is the (direct or indirect) parent company of Scania AB, Södertälje, Sweden (Scania AB), MAN Truck & Bus SE, Munich ( MAN Truck & Bus SE), Navistar International Corporation, Lisle, Illinois, USA (Navistar International Corporation), Volkswagen Truck & Bus Indústria e Comércio de Veículos Ltda., São Paulo, Brazil (Volkswagen Truck & Bus Ltda.), TRATON Financial Services Aktiebolag, Södertälje, Sweden (TRATON Financial Services AB), and a large number of other companies. TRATON SE is entered in the commercial register at the 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 pro - visions of the Handelsgesetzbuch (HGB — G erman Commercial Code) and the SE Regu- lation, in conjunction with the Aktiengesetz (AktG — Ger man Stock Corporation Act). 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 AG, Wolfs- burg. 1. Course of business The performance of TRATON SE essentially corresponds to the performance of the TRATON GROUP and is presented in detail in the “Report on Economic Position” section. TRATON SE is integrated into the TRATON GROUP’s internal management process, and the same key performance indicators apply as for the TRATON GROUP. At its meeting on March 20, 2023, the TRATON SE Supervisory Board revised the compo- sition 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 TRATON SE (German GAAP) Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 71 ===== SIDA 72 ===== 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 area 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 €8.0 billion (previous year: €6.8 billion), including €3.5 billion (previous year: €2.3 billion) from Volkswagen AG. A further €4.5 billion (previous year: €4.5 billion) is attributable to the syndicated loan that TRATON SE entered into on July 28, 2020, and increased from €3.8 billion to €4.5 billion 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 con- sisting 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 program in place since March 12, 2021. The €12.0 billion 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 and TRATON Treasury AB can issue bonds under the program. TRATON SE, TRATON Finance, and TRATON Treasury AB are using the issu- ance 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 €8.3 billion (previous year: €5.7 billion) under TRATON Finance’s €12.0 billion European Medium Term Notes program, and is hedged in part by interest rate derivatives. In September 2023, the TRATON GROUP launched a commercial paper program (CP pro- gram) with a volume of €2.5 billion, €999 million of which had been used as of 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 addi- tional 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. The TRATON GROUP’s most important truck (> 6 t) and bus markets recorded noticeable or strong growth overall, with very marked variations between the regions. Overall, the TRATON GROUP’s unit sales rose to 338,183 (previous year: 305,485) units. The TRATON GROUP generated sales revenue of €46.9 billion (previous year: €40.3 billion) in the reporting period, 16% higher than in the previous year. The substantial increase in revenue in the TRATON Operations business area was primarily the result of higher unit sales of new vehicles, a positive market and product mix, better unit price realization, and growth in the Vehicle Services business. For fiscal year 2023, TRATON SE reported earnings after tax of €565 million (previous year: €–261 million). The €825 million improvement resulted primarily from net investment income and lower other operating expenses. Lower net interest income and the higher tax expense were offsetting factors. This means that we achieved the improvement in both net investment income and earnings after tax projected in the previous year. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 72 ===== SIDA 73 ===== 2. Results of operations INCOME STATEMENT OF TRATON SE € million 2023 2022 Change Net investment income 839 –150 990 Income from other securities and long-term loans 1 189 46 143 Net interest income/expense 1 –248 12 –259 Sales revenue 36 26 10 Cost of sales –33 –24 –10 Gross profit 2 2 0 General and administrative expenses –137 –102 –35 Other operating income 381 495 –114 Other operating expenses –381 –563 182 Income taxes –81 –1 –80 Earnings after tax 565 –261 825 Net profit/loss 565 –261 825 Profit carried forward from the previous year 16 27 –11 Withdrawal from capital reserves 400 600 –200 Allocation to the statutory reserve –28 – –28 Net retained profit 952 366 586 1 P rior-year amounts adjusted Net investment income primarily includes income of €805 million (previous year: €143 million) from profit transfer agreements, investment income of €51 million (previous year: €40 million), and expenses of €17 million (previous year: €334 million) from loss absorption. Net investment income increased by €990 million year-on-year. This was mainly the result of the profit transfers from MAN Truck & Bus SE and Scania CV Deutschland, Koblenz. The net interest expense of €248 million represents a decline of €259 million year-on- year. The decline is mainly attributable to the effect of higher interest rates for both intragroup and external financing arrangements. Sales revenue, which primarily contains services and cost allocations charged to affiliated companies, rose from €26 million to €36 million. General and administrative expenses increased by €35 million to €137 million. This is primarily due to the increase in personnel expenses as a result of changes in the Executive Board, higher remuneration for govern- ing bodies, and increased post-employment benefit costs, as well as higher consulting costs in connection with the implementation of the TRATON Way Forward strategy. The changes in other operating income and other operating expenses mainly result from foreign currency translation. A tax expense of €81 million (previous year: €1 million) was reported for fiscal year 2023. The Executive Board and Supervisory Board of TRATON SE will propose the payout of a dividend of €1.50 (previous year: €0.70) per share for fiscal year 2023 to the shareholders at the Annual General Meeting. This proposal corresponds to a total payout of €750 million (previous year: €350 million). The economic position of TRATON SE is dominated by its operating activities and those of its subsidiaries. TRATON SE participates in the operating results of its subsidiaries through dividend payouts and profit and loss transfer agreements. The economic position of TRATON SE is therefore essentially the same as that of the TRATON GROUP, which is outlined in the “Report on Economic Position” section. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 73 ===== SIDA 74 ===== 3. Assets and financial position BALANCE SHEET OF TRATON SE € million 2023 2022 Change Fixed assets 22,849 20,553 2,296 Receivables and other assets 1 2,094 5,040 –2,946 Bank balances 220 77 142 Total assets 25,162 25,670 –508 Equity 14,776 14,561 215 Liabilities to banks 3,644 3,989 –345 Miscellaneous provisions and liabilities 2 6,742 7,120 –377 Total equity and liabilities 25,162 25,670 –508 1 Inc luding accruals and deferrals, and differences from offsetting assets 2 Inc luding accruals and deferrals Total assets decreased by €508 million year-on-year to €25.2 billion. Fixed assets primarily comprise interests in TRATON International S.A., Strassen, Luxem- bourg (TRATON International S.A.) and MAN Truck & Bus SE as well as the loans to TRATON Sweden AB and TRATON Finance. The proportion of fixed assets relative to total assets rose to 90.8% (previous year: 80.1%). The increase in noncurrent assets is due to the addition of shares in affiliated companies. In connection with the reorganization of the financing structure, the receivables of €2.2 billion from TRATON US, LLC, Pompano Beach, Florida, USA (TRATON US) were con- tributed to TRATON International S.A. by way of capitalization measures. Receivables and other assets fell by €2.9 billion to €2.1 billion. This was mainly the result of the contribution of receivables to TRATON International S.A. The increase in equity is the result of the net income for the year of €565 million less the dividend of €350 million paid out in the reporting period for fiscal year 2022. As of Decem- ber 31, 2023, the equity ratio rose to 58.7% (previous year: 56.7%). TRATON SE’s capital reserves of €13.3 billion (previous year: €13.7 billion) constitute the contributions by Volkswagen AG to TRATON SE, in particular from the contribution of MAN SE and Scania AB. €400 million (previous year: €600 million) was withdrawn from the capital reserves during fiscal year 2023. Miscellaneous provisions and liabilities contain, in particular, liabilities to affiliated com- panies and other provisions. The miscellaneous provisions of €263 million (previous year: €166 million) were recognized mainly for tax liabilities, obligations under public law, obligations from Aufhebungsvereinbarungen (agreements to annul employment con - tracts) with former Executive Board members, expected losses on derivatives, and other individual risks. Net liquidity/net financial debt comprises bank balances, intragroup receivables from financing transactions, loans to Group companies, and marketable securities less finan- cial liabilities to banks/others and less intragroup liabilities from financing transactions. TRATON SE’s net financial debt was €4.2 billion (previous year: €1.4 billion) as of Decem- ber 31, 2023. 4. Opportunities and risks The business performance of TRATON SE is essentially exposed to the same risks and opportunities as that of the TRATON GROUP. TRATON SE’s exposure to the risks of its equity investments and subsidiaries is proportionate to the stakes it holds in these. The risks and opportunities are outlined in the “Report on opportunities and risks.” In addition, the relationship with equity investments may result in payments arising from statutory or contractual liability (especially financing) and write-downs of shares in affiliated com- panies and equity investments. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 74 ===== SIDA 75 ===== 5. Report on expected developments TRATON SE is the parent and holding company of the TRATON GROUP. The results reported by its subsidiaries are distributed or transferred to TRATON SE. The expectations with regard to the TRATON GROUP’s business performance as described in the outlook also affect the earnings of TRATON SE. The outlook for the TRATON GROUP thus also applies to TRATON SE. Taking into account the expectations with regard to the TRATON GROUP’s key performance indicators, higher income from equity investments will have a positive impact on the result for the year. Given the uncertainty about the further course of the war in Ukraine and the conflict in the Middle East, it is difficult to forecast the duration and extent of the resulting impact on the earnings of TRATON SE. However, we assume that this will not have a sustained adverse effect on long-term business performance. For further information, refer to the TRATON GROUP’s “Report on expected develop - ments.” Report on Expected Developments, Opportunities, and Risks 1. Report on expected developments Our forecast for the most important key performance indicators of the TRATON GROUP for the period from January 1, 2024, to December 31, 2024, reflects the forward-looking expectations of the Company with respect to the key performance indicators of the TRATON GROUP. Assumptions that we have made regarding changes in opportunities and risks, the overall economic environment, and the development of the truck and bus markets serve as the foundation for this planning. The assessments presented for future development of the business are based on the targets of our segments. Developments that run counter to our assumptions and expectations may lead to corresponding adjust- ments to the forecast. Expected macroeconomic developments Our planning is based on the assumption that global economic output will grow overall in 2024 albeit at a slower pace. The persistently high inflation in many regions and the restrictive monetary policy measures taken by central banks to rein this in are expected to increasingly dampen consumer spending. We continue to believe that risks will arise from protectionist tendencies, turbulence in the financial markets, and structural deficits in individual countries. In addition, growth prospects will be impacted by ongoing geo- political tensions and conflicts; the war in Ukraine and the conflicts in the Middle East pose particular risks. We assume that both the advanced economies and the emerging markets will show positive momentum on average, even with below-average growth in gross domestic product ( GDP). We also expect the global economy to recover in 2025 and continue down a path of stable growth until 2028. Europe In Western Europe, we expect a comparatively low rate of economic growth in 2024. The relatively high overall level of inflation, which is projected to taper off further as the year goes on, as well as the comparatively high level of interest rates, pose a major challenge for consumers and companies alike. The European Central Bank ( ECB) could therefore cut key interest rates for the first time as early as 2024 with the aim of supporting the economic situation in the eurozone. In Central Europe, we are anticipating a higher growth rate in 2024 compared to the previous year with continued but more moderate price increases, while economic output in Eastern Europe is likely to continue recovering after the sharp slump in 2022 as a result of the war in Ukraine and the comparatively strong increase in 2023. We expect GDP in Germany to grow only slightly in 2024 and inflation to continue falling, averaged over the year, but to remain comparatively high. The labor market situation is likely to see deterioration. North America We anticipate modest economic growth in the USA in 2024, accompanied by a worsening labor market situation. Like the ECB, the Federal Reserve could cut key interest rates as early as 2024. Further inflationary trends and developments in the labor market as well as in the general economic situation will play a key role as decisive factors for possible adjustments to the key interest rate. Economic growth in Canada is also likely to be r elatively modest, while economic output in Mexico is expected to expand somewhat more strongly by comparison. Report on Expected Developments, Opportunities, and Risks Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 75 ===== SIDA 76 ===== South America The Brazilian economy will most likely record a slightly positive rate of growth in 2024. In Argentina, economic output is likely to deteriorate further with inflation rising to a very high level and a weakening local currency. Other markets For Türkiye we expect positive, albeit slower, growth than in the reporting period given high inflation and a weak local currency. The South African economy will probably be characterized by political uncertainty and social tensions again in 2024 resulting from high unemployment, among other factors. Growth will probably be higher than in the previous year, but will remain at a low level. The Chinese economy is likely to grow at a relatively high level in 2024, although growth is expected to be somewhat slower than in the reporting period. Expected sectoral developments In the truck and bus markets relevant to the TRATON GROUP, the Executive Board is anticipating a moderate decrease overall, following a year with very high demand for commercial vehicles. Uncertainties continue to result from the current geopolitical risks and the associated consequences for the macroeconomic situation, the further devel - opment of our supply chains, ongoing logistics shortages, energy and raw material price trends, as well as financing conditions. For new registrations of medium- and heavy-duty trucks (> 6t or Class 6 through 8 in North America), we are expecting the market to contract overall in our core geographic regions, albeit with regional differences: we are now anticipating a noticeable market decline in the EU27+3 and North America regions. In Brazil, we are anticipating noticeable market growth following a weak 2023 due to the introduction of a new emissions stan- dard. We are expecting a significant market decline in Türkiye. We are anticipating a slight decline in demand in South Africa. Our expectations for demand in the bus markets relevant to the TRATON GROUP (EU27+3 region, Brazil, and school buses in North America) in 2024 are for a positive market trend overall, albeit with regional variations: we are assuming a slight decline in the market in the EU27+3 region. We are expecting a significant year-on-year increase in new registra- tions in North America. We expect the market in Brazil to remain at the previous year’s level. Unit sales 2024 The TRATON GROUP will continue to capitalize on its high order backlog in 2024. At the same time, we are expecting overall demand to decline in our core markets. In light of this, we estimate that unit sales for all vehicles (including MAN TGE vans) worldwide will record growth in a range of –5 to +10% in fiscal year 2024. Sales revenue and profitability 2024 In line with our unit sales expectations, we are projecting a range of between –5 and +10% for sales revenue in the TRATON Operations business area and the TRATON GROUP. For 2024, we forecast an operating return on sales (adjusted) of between 8.0 and 9.0% for the TRATON GROUP. For the TRATON Operations business area, we are anticipating an operating return on sales (adjusted) of between 9.0 and 10.0%. We expect a return on investment of between 13.0 and 15.0%. Reflecting the gradual integration of the Financial Services business of MAN and VWTB, we are projecting a return on equity of 7.0 to 10.0% for the TRATON Financial Services business area. Net cash flow 2024 The TRATON GROUP’s Executive Board expects net cash flow in the TRATON Operations business area to range between €2.3 billion and €2.8 billion for fiscal year 2024. Net cash flow in 2023 was impacted by effects from the sale of the Russia activities and the adjust- ment of the ownership structure of the financial services business amounting to €899 million. Excluding these effects, net cash flow in 2024 is expected to be at a similar level as in 2023. Investments in our products and plants as well as our research and development activ - ities are helping us to lay the foundation for profitable and sustainable growth in the TRATON GROUP. In fiscal year 2024, we are planning a sharp increase in capital expendi- tures for the TRATON Operations business area compared with 2023, as well as a moder- ate increase in primary research and development costs. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 76 ===== SIDA 77 ===== Summary of expected developments Despite a more difficult industry environment, the Executive Board is optimistic about 2024, a year in which the TRATON GROUP will continue to grow together so as to leverage potential synergies and successfully position its products and services on the market. Actual 2023 Forecast 2024 TRATON GROUP Sales (units) 338,183 –5–10% Sales revenue (€ million) 46,872 –5–10% Operating return on sales (adjusted) (in %) 8.6 8.0–9.0 TRATON Operations Sales revenue (€ million) 45,736 –5–10% Operating return on sales (adjusted) (in %) 9.3 9.0–10.0 Return on investment (ROI) (in %) 14.8 13.0–15.0 Net cash flow (€ million) 3,5941 2,300–2,800 Capex (€ million) 1,516 sharp increase Primary R&D costs (€ million) 2,170 moderate increase TRATON Financial Services Return on equity (in %) 8.4 7.0–10.0 1 This c ontained effects from the sale of the Russia activities and the adjustment of the ownership structure of the financial services business amounting to €899 million. 2. Repor t on opportunities and risks (contains the report required by section 289 (4) of the HGB) The TRATON GROUP is exposed to numerous risks in a wide range of categories. Entre - preneurial risks are acceptable to a reasonable extent, but they need to be managed effectively and controlled with appropriate risk response measures. Risks that pose a threat to the continued existence of the TRATON GROUP or any TRATON brand must be avoided. In this context, the term “risk” describes the possibility of events or developments occur- ring that may — individually or t ogether with other circumstances — ha ve a material impact on TRATON’s targets being achieved. In contrast, risks with a positive impact are referred to as “opportunities.” In addition, nonfinancial risks are taken into consideration, which relate to the aspects presented in the Group nonfinancial statement. Such risks focus on the impact of TRATON’s business activities, including those arising from the supply chain and the use of our products and services. The TRATON GROUP promotes a risk awareness culture that is characterized by openness and encourages people throughout the Group to address and manage risks openly and transparently. Transparency is fundamental for dealing effectively with risks and avoiding blind spots, i.e., risks that remain undetected and therefore are not addressed properly. TRATON is a dynamically evolving company that is characterized by various transforma- tion projects (e.g., the further integration of Navistar, the expansion of TRATON Financial Services, the development of the TRATON Modular System). This means that the TRATON GROUP is continuously evolving and integrating its risk management and internal control systems in order to ensure uniform minimum standards across the whole TRATON GROUP. Risk management organization The Executive Board of TRATON SE holds the ultimate responsibility for implementing and monitoring effective risk management in the TRATON GROUP. In order to fulfill this obligation, the Executive Board provides strategic focus, takes decisions on major risk management matters, and acknowledges TRATON’s significant risks. Furthermore, the Executive Board provides summarized information to the Supervisory Board and Audit Committee of TRATON SE so that these can fulfill their oversight role. The mandate to develop the Group’s risk management framework has been assigned to the Governance, Risk & Compliance (GRC) function at TRATON SE. Together with the cor- responding risk management functions in the brands, it is responsible for designing, implementing, and coordinating the respective processes across the TRATON GROUP. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 77 ===== SIDA 78 ===== As a principle, all managers across the organization have a responsibility to manage risks within their area of responsibility (risk ownership). As soon as these risks fulfill the relevant reporting criteria and thresholds, they must be reported openly and promptly along the defined reporting channels and additionally to the respective risk management function. The Corporate Audit function provides independent assurance about the effectiveness and efficiency of the TRATON GROUP’s risk management activities. Risk management framework The TRATON risk management framework shows how the different risk management processes within the TRATON GROUP relate to each other. The framework addresses relevant legal requirements and further makes reference to generally accepted principles defined in external frameworks and standards (e.g., COSO, ISO). The purpose of risk management at TRATON is to define binding minimum standards for effective risk management across the whole TRATON GROUP. It provides a transparent description of the current TRATON risk exposure and ensures that clear responsibilities are allocated for all relevant risks. In general, all processes included in the framework follow the same generic cycle: – Identif y relevant risks that impact the Company and/or nonfinancial aspects – Assess and prioritize the relevant risks based on impact, likelihood, and further cr iteria – Mitigate risks by implementing appropriate risk responses (e.g., control or action plans) – Repor t to management on the Company’s risk status – Monit or the development of risks and the effectiveness of risk response measures The risk management framework deals with risks in a narrower sense, thus without c onsidering opportunities. Instead, for external reporting purposes opportunities are collected periodically from dedicated functions, especially Controlling and Strategy. Risk management processes Enterprise risk management (ERM) The ERM process is designed to provide management with transparency regarding the TRATON GROUP’s current risk exposure. It encompasses all organizational rules and mea- sures to identify and assess concrete business risks from a broad range of categories. It helps management to ensure that all relevant risks are clearly assigned to an owner and to monitor the implementation of appropriate measures. ERM serves as the core process for satisfying a variety of internal and external reporting obligations, as outlined in the related chapters below. Risks are assessed in terms of their probability of occurrence and net impact, which already factors in any implemented measures that mitigate the risk in question. The assessment also covers the qualitative criteria of reputational loss and potential risk to compliance with external, statutory requirements. A score is calculated from the quan- titative and qualitative criteria. Risks are ranked according to this score, if necessary considering an additional specialist assessment by management. For risk aggregation purposes, the two quantitative criteria of probability of occurrence and net impact are used. We use a Monte Carlo simulation to analyze the aggregate impact of the risks on our earnings. The maximum total loss expected at a defined con- fidence level (value-at-risk) is then compared with the TRATON GROUP’s risk-bearing capacity. Risk-bearing capacity is defined as recognized equity plus the projected oper- ating result of the TRATON GROUP. The result of this comparison is included in the over- all assessment of the TRATON GROUP’s risk and opportunity position. In addition, significant nonfinancial risks were identified at Group level in connection with the ERM in the year under review. We are working to integrate nonfinancial risks into the existing ERM process in the future. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 78 ===== SIDA 79 ===== Internal control system (ICS) The ICS is a recurring process for managing and monitoring systemic risks at process level. It covers all prescribed procedures, methods, and measures that serve to provide reasonable assurance regarding the reliability of financial reporting and selected com- pliance topics (e.g., anti-corruption, antitrust law, tax compliance, product compliance). ICS as a process comprises the selection of entities to be included (scoping), the risk- based selection and documentation of relevant control activities, assessment of control design and operating effectiveness, mitigation of identified control deficiencies, and management reporting. In preparation for the European Union Corporate Sustainability Reporting Directive (CSRD), which will enter into force in 2024, TRATON already initiated a project to imple - ment the requirements for the internal control system in the Group in the year under review. Risk reporting The Executive Board and the Supervisory Board/Audit Committee of TRATON SE are informed regularly about the TRATON GROUP’s risk position and risk management. The same applies to the executive and supervisory bodies of the TRATON brands and Group companies. On behalf of TRATON SE’s Executive Board, the TRATON Governance & Risk Board (GRB) deals with risk management, internal controls, and other related topics in the TRATON GROUP on a quarterly basis. The GRB is hosted by the GRC function and composed of the Chief Financial Officers of TRATON SE and the brands as well as other managers from the levels below the Executive Board. In addition to the criteria for regular risk reporting processes, criteria have been defined across the TRATON GROUP for when an urgent risk notification to the Executive Board is required. That is the case if a new risk emerges that may have a material impact on the TRATON GROUP’s targets, or if an already reported risk increases significantly. Finally, TRATON satisfies a number of additional internal and external reporting require- ments, including risk reporting to Volkswagen AG and external risk reporting in the com- bined management report of the statutory financial reporting. Appropriateness and effectiveness of risk management Monitoring the appropriateness and effectiveness of risk management, in particular the ERM and ICS processes, is one of the core tasks of the GRB. It collates and evaluates rel- evant information that allows conclusions to be drawn on the appropriateness and effec- tiveness of risk management. This includes, for example, findings from internal and external audits, results from control tests as part of the ICS, or status reports on risk management projects. If vulnerabilities are identified, the GRB initiates appropriate cor- rective measures and monitors their implementation. The results are integrated into the reports to the Executive Board and the Supervisory Board/Audit Committee of TRATON SE. Based on the measures described above for monitoring the appropriateness and effec- tiveness of risk management, the Company is not aware of any evidence that would indicate any material weakness in risk management. It should be noted that even an appropriate, effective risk management system cannot offer any absolute certainty that all relevant risks will be identified in good time and will be mitigated by suitable measures and controls. Main features of internal control over financial reporting The TRATON GROUP’s internal control system is designed, among other things, to provide reasonable assurance that TRATON’s consolidated financial statements are accurate, i.e., without material errors or omissions. At TRATON SE, the Accounting function prepares and presents consolidated financial statements for the TRATON GROUP. The function also governs TRATON’s accounting framework, which includes relevant financial reporting manuals, policies, and the defi- nition of procedural instructions and internal controls. Furthermore, Accounting monitors relevant legislative requirements and reviews the consistency and continuity of financial reporting across the TRATON GROUP. In order to ensure the validity of financial reporting, typical control mechanisms are systematically applied to all relevant processes, in particular comprehensive verification and review mechanisms, approval hierarchies, segregation of duties, and the dual control principle. Since financial reporting and consolidation rely heavily on the use of informa- tion technology, appropriate IT controls are in place for all relevant systems (e.g., access controls, backup and recovery procedures, and change management), including controls over external service providers. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 79 ===== SIDA 80 ===== The TRATON GROUP’s internal control system over financial reporting not only covers accounting activities at TRATON SE, but also includes other functions and subsidiaries where material financial reporting information is generated. The effectiveness of the internal control system over financial reporting is assessed at least annually in the course of the ICS process described above. Identified control defi- ciencies are centrally monitored until remediation measures have been implemented. The TRATON GROUP is currently expanding and harmonizing its internal control system based on common minimum standards across the whole TRATON GROUP. Opportunities and risks Significant opportunities and risks that may have an impact on the TRATON GROUP’s net assets, financial position, and results of operations, as well as nonfinancial aspects, are classified into six categories: strategy, markets, products, operations, legal & compliance, and finance. Nonfinancial risks are reportable for TRATON if their occurrence is highly probable and the resulting negative impact on the nonfinancial aspects is severe. No reportable non- financial risks were identified in 2023. Nevertheless, some of the risks presented below also relate to nonfinancial aspects. Strategy The TRATON GROUP’s strategy, the TRATON Way Forward, is based on the long-term vision of how TRATON will manage the growing importance of sustainability, decarbonization, and digital transformation, and hence the resulting changes expected in the transpor - tation and logistics industry. This strategic framework aims to leverage the opportunities resulting from these changes. TRATON is committed to operating sustainably and respon- sibly at all times, irrespective of individual corporate decisions. The TRATON Way Forward consists of four elements. The elements are: (1) Responsible Company; (2) Value Creation; (3) TRATON Accelerated!; and (4) Strategy Execution & Gov- ernance. Implementing these elements is associated with various opportunities and risks. (1) Responsible Company Commercial vehicles are subject to increasingly rigorous environmental requirements and other rules worldwide. The goal of climate neutrality by 2050 defined in the European Green Deal for the 27 EU member states and the associated ambitious CO2 reduction targets for 2030 (general reduction of CO2 emissions in the EU by at least 55% by 2030 vs. 1990) pose a significant challenge for TRATON and the entire transportation sector. Early in 2023, for example, the European Union set very ambitious targets for the manu- facturers of heavy-duty commercial vehicles like the TRATON GROUP to reduce CO2 emis- sions in Europe in the course of the present decade in the revised Regulation ( EU) 2019/1242 (CO2 regulation). The target set for 2025 of reducing CO2 emissions from heavy- duty commercial vehicles by 15% was confirmed. However, the newly proposed CO2 emis- sions targets for the same vehicle category are aimed at a reduction of 45% by 2030 (previously 30%) and 65% by 2035, based on a benchmark from the period from July 2019 to June 2020. The European Commission also intends to extend the targets to additional vehicle groups. This would affect all medium- and heavy-duty commercial vehicles over 5t, including buses, although professional and special vehicles will continue to be exempt. The European Commission has further proposed that all new city buses in Europe should be zero-emission starting in 2030. If these emissions targets are not met, there are to be penalties of €4,250 for every gram of CO2 emitted per ton-kilometer (tkm) that exceeds the limits starting in 2025. The European Council and the European Parliament have reached initial agreement to revise the proposed CO2 regulation for heavy-duty commer- cial vehicles. The European bodies want to reach a compromise in the upcoming trialogue negotiations in 2024. The European Commission had already published proposals for a new Euro 7 emissions standard in November 2022 to limit harmful pollutants such as nitrous oxide ( NOx) or particulate matter from vehicle exhaust gases. The Euro 6 emissions standard, the sixth stage of the minimum standards that have become increasingly rigorous in recent years, applies to commercial vehicles in the European Union at present. Representatives from the European Parliament and the EU member states negotiated a compromise text for the Euro 7 emissions standard at the end of 2023. The results of the negotiations for the new Euro 7 emissions standard that have been revealed so far are likely to exacerbate these challenges to further reduce pollutant emissions. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 80 ===== SIDA 81 ===== Along with other important markets in which the Group sells its products, China also set new targets in mid-2023 for reducing CO2 emissions for all heavy-duty commercial vehi- cles. Brazil, too, introduced new rules for 2023 to reduce pollutant emissions produced by heavy-duty commercial vehicles. TRATON is also affected by the potential further tightening of CO2 and NOx emissions regulations in the USA. For example, the USA has issued a new NOx regulation, which is expected to come into force in 2024 or 2027. It is currently also working on further CO2 reduction targets for the coming years. In April 2023, the US Environmental Protection Agency (EPA) published a proposal to revise the CO2 requirements from 2027 and intro- duce a new set of requirements for the period from 2028 to 2032. At the beginning of 2023, the California Air Resources Board (CARB) adopted the Advanced Clean Fleet Reg- ulation (ACF). The ACF requires fleet owners to convert their vehicles to zero emissions. Some fleet requirements begin in 2024, but vary by industry. In addition to the fleet requirements, the ACF requires all trucks sold in California to be zero-emission by 2036. This may expose the TRATON GROUP to differing regulatory standards at the level of the USA as a whole and of individual states, with the result that emissions regulations may become effective at different times and with varying degrees of severity. Adapting commercial vehicles to new emissions standards is technologically challenging and costly, especially in light of often conflicting regulations for CO2 and other pollutant emissions produced by combustion engines. To meet European Union and North Amer- ican targets, it is imperative to deploy new technologies to reduce CO2 and other exhaust emissions. TRATON is therefore investing to a substantial extent in climate-friendly alter- native drive systems, primarily battery electric commercial vehicles. However, the medium- to long-term transition from combustion engines to zero-emission commercial vehicles is associated with uncertainties that are reflected in various risks and opportu- nities. The current and future investments in battery electric vehicles might not generate the expected income. The gradual but well-timed switch to battery electric vehicles, for example, offers TRATON the opportunity to meet CO2 emissions standards worldwide, respond better and faster to customer wishes, and gain market share by entering the market at an early stage. The availability of batteries and the higher purchase costs for battery electric commercial vehicles represent risks to the transition to zero-emission commercial vehicles. An additional condition for the transition is a powerful, widespread charging infrastructure tailored specifically to commercial vehicles. To raise acceptance of these vehicles in the European market further, the TRATON GROUP has established the Milence joint venture together with commercial vehicle manufacturers Daimler Truck and the Volvo Group. This partnership aims to develop a publicly accessible, high- pe rformance charging network for battery electric commercial vehicles throughout Europe that is open to vehicles from all manufacturers. Despite the common efforts in the Milence joint venture, the development of an adequate charging infrastructure remains a challenge. By acting as a Responsible Company, we are continuing with our aim to foster diversity and inclusion throughout the Company and ensure good standards of governance and ethical conduct by our employees. In the course of these efforts, we are exposed to var- ious risks such as new regulatory developments in the field of human rights. On the other hand, the Company will gain access to various long-term opportunities if, for example, it succeeds in attracting investors with a strong focus on sustainability criteria. (2) Value Creation Each vehicle brand has a clearly defined strategic target return and is seeking to achieve this return by gaining market share, improving unit price realization, and enhancing efficiency. TRATON operates in an industry where improving brand performance is crucial in order to maintain competitiveness and increase profitability. Moreover, cooperation between the brands is generating significant opportunities due, in particular, to addi - tional economies of scale. Our future success may be jeopardized if we fail to realize long-term synergies from cooperation between the brands and to successfully achieve operational efficiency enhancements within the individual units. In addition, TRATON’s presence on the North American market is creating opportunities from leveraging the powerful component and technology base within the TRATON GROUP, expanding the financial services business, and further leveraging Navistar’s dealer and service network, which is one of the largest independent networks in the North American market. To realize these opportunities, Navistar must be successfully integrated into the TRATON GROUP. The success of this complex and long-term process is always associated with uncertainty. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 81 ===== SIDA 82 ===== In the course of its global expansion, the TRATON GROUP is also working to close the most important gap it still has ― Asia. China is the world’s largest commercial vehicle market by volume. TRATON intends to respond to local demand through appropriate investments. However, this decision does expose TRATON to certain risks associated with the Chinese market. These include growing geopolitical uncertainties that could lead to new trade barriers and the decoupling of economic areas. In addition, our activities in China are under particular scrutiny with regard to respect for human rights. There are also various operational risks associated with this type of investment, such as risks in the course of developing local production, risks from legislation, and risks from the Chinese market and competitive environment. (3) TRATON Accelerated! As electrification, automation, and digital transformation of products and services con- tinue to gain momentum, TRATON’s strategy also foresees a long-term transformation of its business model. TRATON wants to play an active role in shaping the transportation and logistics ecosystem of the future. Moving into new business areas such as logistics, new solutions for customers, and other digital business models entails risks for the Group, but also offers it sustainable opportunities to position itself competitively in the long term in the course of the transformation of technologies and markets. In addition, the expansion of the TRATON Financial Services segment into an integrated captive Financial Services unit enables comprehensive financing options to meet the demand for new technologies and business models. (4) Strategy Execution & Governance The fourth element of the TRATON Way Forward is focused on executing the strategy. Among other things, the goal is to concentrate capabilities and hence strengthen the overall competitiveness by developing a modular system and through closer organiza- tional integration. If the Group does not succeed in achieving the desired synergy and efficiency improvements, this could have a substantial adverse effect on its long-term business, operating result, financial position, and future prospects. Markets The commercial vehicle industry is heavily influenced by economic and political condi- tions globally and in TRATON’s regional and product-specific core markets. For that rea- son, the industry is subject to significant cyclicality. Deviations from expected develop - ments in the economic environment and fluctuations in the business climate may result in both opportunities and risks when it comes to demand for our products. In general, demand in the commercial vehicle sector is cyclical, i.e., phases of where customer investments in commercial vehicles are high are mostly followed by phases of slowing demand. The start and duration of these demand cycles can vary depending on the market segment, customer group, and region. Additionally, these cycles are influ - enced by external political and economic factors and are hence generally subject to uncertainty. Such variable demand patterns can therefore lead to a rapid rise or fall in demand for TRATON’s products and services. The global macroeconomic situation, which is characterized, among other factors, by rising inflation and bottlenecks in the value chain that were also caused by the war in Ukraine, has led to a worsening of the imbalance between supply and demand. This may lead to considerable risks for TRATON. Risks to the development of the global economy also arise from increasingly protection- ist tendencies and structural deficits that jeopardize the development of individual advanced economies and emerging markets. The growing ecological challenges that are impacting individual countries and regions to varying extents are a further factor. Moreover, the central banks’ rapid transition from an expansionary to a more restrictive monetary policy is also stifling growth and therefore harbors risks in the overall economic environment. The high and recently further growing levels of private and public sector debt, and higher refinancing costs due to the increase in interest rates, are dampening growth prospects and may trigger negative market reactions. TRATON could miss growth opportunities if it fails to expand beyond the current regional core markets. The Group could lose market share to competitors, it could be partially or fully shut out of important markets, and it could remain particularly dependent on mar- ket cycles and regulatory and other developments in its current core markets. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 82 ===== SIDA 83 ===== The TRATON GROUP aims to benefit from accessing growing addressable market seg - ments in emerging economies. The addressable market for Western vehicle manufac - turers in these markets is expected to grow as stricter regulations and emissions stan - dards are implemented globally over the coming years. However, economic growth in some emerging markets is overshadowed, in particular, by dependency on energy and commodity prices, a shortage of capital imports, as well as by socio-political tensions, conflicts, corruption, inadequate government structures, and a lack of legal certainty. Geopolitical tensions and conflicts, such as the war in Ukraine, tensions between China and Taiwan, and the violent conflict in the Middle East, as well as signs that the global economy is becoming increasingly fragmented are additional material risk factors for the development of individual countries and regions. These are increasingly giving rise to sanctions, tariff barriers, and other protectionist obstacles to trade. In light of the existing, strong global interdependence, local developments may also negatively impact the global economy. Any escalation of regional conflicts could further distort the semi- conductor, energy, and commodity markets around the world and intensify migration trends, for example. The same applies to violent conflicts, terrorist activities, cyberattacks, and the spread of infectious diseases, which may prompt unexpected, short-term responses from the markets. Navistar’s business in North America gives the TRATON GROUP access to a large, high-margin part of the global transportation market. This opens up additional growth potential for TRATON and ensures a better balance between regional market develop - ments in the cyclical commercial vehicle industry. In addition, Navistar has substantial growth opportunities in its primary North American markets if the Navistar brand can progressively restore its market share to the levels seen in earlier years. TRATON is subject to intense competition, which may increase further in the future, e.g., as a result of new competitors entering our primary markets. TRATON’s future success depends on the Group’s ability to address the key factors of competition in the commer- cial vehicle industry. These are, in particular, its innovative capacity, which has a positive effect on the total cost of ownership of our products, the ability to address specific cus- tomer needs with tailored solutions, and the availability of technological innovations that respond to the major trends of the industry (i.e., alternative drives, connectivity, and autonomous driving). If TRATON fails to successfully compete in changing markets, this may result in pricing pressure, loss of sales revenue, and lower margins. The TRATON GROUP can address the fluctuation in the demand for its products with flexible production and labor concepts, among other things. Furthermore, the interna- tional footprint of the TRATON GROUP may help to buffer market volatility that is limited to specific regions, at least to some extent. As a further option, we may implement struc- tural adjustments if a market downturn cannot be addressed by temporary measures. However, such adjustments may involve substantial nonrecurring expenses. Products The TRATON GROUP’s future success will depend on its ability to correctly assess and respond to the industry’s major trends with innovative, commercially attractive products, technologies, and services. Timely innovations in disruptive trends like autonomous driv- ing, digital connectivity, and electric vehicles may provide business opportunities. To achieve this, TRATON is investing significantly in research and development. This may also involve partnerships and cooperation with suppliers or other organizations outside TRATON’s core competences. The development of new products involves large and complex projects that are subject to various risks. These may result from a number of factors, including inaccurate assump- tions with respect to planning and implementation costs, unexpected technical chal - lenges, weaknesses in project design and management, or poor performance of third- party suppliers and partners. These factors could result in cost overruns, delays in new product launches, delivery delays, quality issues, and damage to customer relationships. To address these risks, the TRATON GROUP and its brands have set up a strategic planning process based on an analysis of trends in the market and business environment. The resulting product plans are used to manage our extensive research and development activities. Nevertheless, risks in the supply of batteries, for example, can lead to risks in the transformation of our product range. As commercial vehicle technology becomes increasingly complex, the risks of vehicle defects and quality issues generally rise. Substandard quality may result in manufactur- er’s guarantee, statutory warranty, and ex gratia repair costs as well as the loss of market share or lower product margins. In severe cases, TRATON may be exposed to product recalls as well as product liability and compensation claims. By the same token, superior product quality may strengthen our positioning within the competitive environment. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 83 ===== SIDA 84 ===== The impact of these factors may be further amplified in the future by the TRATON GROUP’s Modular System, as the components are used in a number of different vehicles across all brands and hence in higher volumes. By the same token, the TRATON Modular System opens up a range of opportunities for the TRATON GROUP, in particular through econo - mies of scale in production and procurement, as well as better allocation of development costs. In order to maintain high quality standards for its products and to comply with government- prescribed safety and other standards, TRATON incurs costs for monitoring, certification, and quality assurance. We have implemented a comprehensive quality management system that begins at the product gestation stage and extends to manufacturing, supplier s, and in-life monitoring of the Group’s products. Considerable uncertainties remain due to ongoing shortages in the supply of bought-in components, as well as increasing costs for certain raw materials and energy. TRATON has intensified monitoring of its supplier network so it can respond as quickly as possible to any delays and nondeliveries. Operations The TRATON GROUP’s success depends on the uninterrupted operation of its manufac - turing activities. Unforeseen disruption of a production facility represents a risk and may be caused by a number of incidents — f or example power failure, equipment failure, fires, floods, social unrest or terrorist activity, labor difficulties, or other operational problems. Additionally, the TRATON GROUP relies on the timely delivery of high-quality materials and components by its suppliers. If one or more suppliers are unable or unwilling to fulfill delivery obligations, for example due to supply shortages, labor strikes, capacity allocation to other customers, or financial distress, we face risks of production downtimes and inventory backlogs. Furthermore, accidents or technical faults in production facilities may cause hazardous substances to contaminate water, soil, and air. The TRATON GROUP has taken a variety of preventive and detective measures to counter these risks. These measures include pre- ventive plant maintenance and servicing, regular checks by qualified personnel, on-site inspections, risk avoidance plans, hazardous substance management, and plant fire departments. Due to the high level of competition in the commercial vehicle industry, efficiency improvements and cost savings are crucial in order to maintain competitiveness and profitability. We have put operational efficiency initiatives in place for each of our brands. However, there can be no assurance that these programs will yield the targeted improve- ments permanently, or that they will not entail higher implementation costs than expected. This could result in considerable risks for TRATON. The TRATON GROUP’s business processes rely heavily on information technology. As well as opportunities for improving the efficiency and effectiveness of TRATON’s operations, this also gives rise to risks. Parts of the infrastructure may fail as a result of accidents, disasters, technical damage, outdated technology, or cyberattacks, thereby impairing business processes or bringing them to a complete standstill. There is also the risk of unauthorized access to confidential business data and information stored on the Com- pany’s IT systems or those of our business partners. In order to ensure the availability, integrity, and confidentiality of information, TRATON uses a risk-based information secu- rity management system as well as a combination of the latest hardware and software technologies, effective IT organizational mechanisms, and an IT-related internal control system. Our success further depends on our ability to attract, hire, train, and retain experienced management and personnel for the Company. TRATON’s management team has sub - stantial expertise and industry experience, and the loss of key members of management may adversely affect our ability to implement our strategic objectives. Further, the TRATON GROUP also depends on employees that are highly skilled and qualified in sci- entific and technical fields. Attracting and retaining these employees depends on a vari- ety of factors, for example attractive remuneration and benefit programs, work environ- ment, career development opportunities, commitment to diversity, and public image. To capture the value of our employees and support the strategic targets of the TRATON GROUP, all brands foster an environment in which training, qualification, and continuous professional development are central to the personnel development strategy, from mod- ern training strategies for vocational trainees all the way to top management executive education programs. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 84 ===== SIDA 85 ===== Legal & compliance The TRATON GROUP is involved in various legal disputes and legal proceedings in the ordinary course of its business. Some of the associated risks are considerable. See the “Important legal cases” section for further information. Furthermore, the Company may be subject to proceedings by governmental authorities if it fails to comply with laws and regulations. In particular, the TRATON GROUP is subject to antitrust regulation in the European Union and other jurisdictions and thus exposed to the risks of related enforcement actions and damage claims. Competition in the commercial vehicle industry is increasingly concen- trated, which is why it is subject to heightened scrutiny by antitrust authorities. A finding of an infringement of antitrust regulations could adversely affect the TRATON GROUP in a variety of ways, including significant fines, private enforcement claims, disclosure of and changes in business practices, and reputational damage. The TRATON GROUP is subject to data protection regulations with respect to, among other things, the use and disclosure of personal data, and the confidentiality, integrity, and availability of such information. In particular, we are subject to the stringent require- ments of the EU’s General Data Protection Regulation (GDPR), which entered into force in May 2018. If the TRATON GROUP fails to comply with this regulation, this could result in claims for damages and other liabilities, significant fines and other penalties, and the loss of customers and reputation. The TRATON GROUP’s global footprint and large number of products and services expose us to risks arising from breaches of the Company’s patents by third parties, or the unau- thorized disclosure of company-specific TRATON expertise by third parties. To address these risks, we review the specific legal situation in each case, if appropriate with the support of external legal advisors. This enables us to defend ourselves against unjustified claims or assert our own claims. Further, the TRATON GROUP has set up and is continu- ously enhancing a comprehensive compliance program with a special focus on combat- ing corruption, antitrust law, preventing money laundering, and business and human rights, among other things. Finance Due to its global business activities and international nature, the TRATON GROUP is exposed to considerable financial risks. It manages these risks using a Group-wide finan- cial risk management system. If the TRATON GROUP carries out transactions in a currency other than its functional currency, it is exposed to currency risk. The TRATON GROUP therefore partly hedges cur- rency risk arising from order backlog, receivables and liabilities, and planned unit sales. The inclusion of subsidiaries or other affiliated companies in countries outside the euro- zone in the consolidated financial statements represents a risk and an opportunity as a result of currency translation. As a general rule, TRATON does not use derivatives to hedge these translation risks. Interest rate risk results from interest rate-sensitive assets and liabilities. The goal of interest rate risk management is to largely reduce these risks through the use of deriv - ative financial instruments. The manufacture of the TRATON GROUP’s products requires commodities. Price trends on the commodity markets or price escalation clauses in supplier contracts may entail commodity price risks. These risks are managed through long-term supplier contracts, price escalation clauses in customer contracts, and targeted commodity price hedging in the banking market. Liquidity risk describes the risk that the TRATON GROUP may have difficulty in meeting obligations associated with financial liabilities. To ensure sufficient liquidity at all times, cash inflows and outflows are continuously monitored and managed. In addition, changes in the TRATON GROUP’s liquidity are monitored using a detailed financial plan. The TRATON GROUP’s financial management manages automated cash pools, wherever legally and economically appropriate and feasible. There are increased liquidity risks because of uncertainty relating to the impact of the war in Ukraine. For external financing purposes, the opportunities available on the financial market are tracked continuously so as to ensure the TRATON GROUP’s financial flexibility. Addition- ally, the TRATON GROUP has access to Volkswagen intragroup financing. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 85 ===== SIDA 86 ===== Credit risk is the risk that a party to a contract will fail to meet its contractual obligations as a result of its own financial situation or the political environment, thereby causing a financial loss for the TRATON GROUP. This country and counterparty risk is reduced through the careful selection of business partners, through appropriate contractual and payment terms, and through guarantees and documentary credits. In addition, central cash management functions and a central limit allocation system are used to distribute investments of cash funds across financial institutions. The TRATON GROUP is exposed to a risk of impairment affecting earnings if equity-method investments are impaired. The Company grants its employees pension commitments and other long-term benefits. The present value of these liabilities depends largely on the discount rate used to dis - count future benefits, the inflation rate as the basis of future benefit adjustments, expected salary trends, the contribution payments to be made, and the life expectancy of the beneficiaries. In order to reduce the financial risks inherent in pension commit - ments, some of the TRATON GROUP’s pension plans are — on a mandat ory or voluntary basis — funded thr ough pension plan assets that can be offset against pension plan liabilities in the balance sheet. The fair value of plan assets can be negatively impacted in particular by changes in exchange rates, interest rates, credit risks, and securities prices. Any significant increase in the present value of pension commitments and other long- term benefits granted by TRATON to its employees and/or significant reductions in the fair value of plan assets could materially adversely affect the TRATON GROUP’s net assets, financial position, and results of operations. The TRATON GROUP’s financial planning is based on the assumptions made by the Group’s management. These assumptions relate to business developments or other external factors that are difficult to predict or cannot be influenced by TRATON, as well as mea- sures, some of which still have to be implemented. There is therefore a risk that the planning assumptions may be incomplete or incorrect, and that a variance between the planned and actual outcomes may arise. Opportunities for TRATON may materialize if actual developments differ from expected developments in a positive way. Furthermore, the TRATON GROUP is subject to income and other taxes in multiple juris- dictions. Provisions for income, sales, value-added, and other taxes, including withhold- ing taxes, are primarily determined on the basis of responsible judgment and estimates of tax bases. Accordingly, in the ordinary course of our business, there are various trans- actions and calculations, including, for example, intercompany transactions and cross- jurisdictional transfer pricing and transactions with specific documentation requirements, for which the final tax assessments or the timing of the tax effect are subject to some uncertainty. TRATON is regularly subject to tax audits conducted by the tax authorities responsible, which may disagree with the tax positions we have included. Even if the TRATON GROUP considers the reported tax positions appropriate, an external tax audit may affect the tax positions reported. As a result, we may be subject to additional tax liabilities, interest, penalties, or any regulatory, administrative, or other sanctions relating thereto. Aggregated representation on the basis of risk categories The combined management report outlines risks that could have a significant impact on the achievement of the Company’s goals based on financial and nonfinancial criteria. The ERM process defines brand-specific thresholds for internal risk reporting in the net risk impact amount of between €7.5 million and €15 million. These criteria are validated on a regular basis and adjusted if necessary. For risk aggregation purposes, we run a Monte Carlo simulation. As part of this process, we analyze the identified risks’ potential impact and probability of occurrence taking into account any risk-mitigating measures that have already been implemented. The outcome of the Monte Carlo simulation for each risk category is then set in relation to the TRATON GROUP’s planned operating result to calculate the corresponding risk class. The matrix below forms the basis of this process. If there are more risks or if they have a higher net impact, the risk class itself is higher, while a higher operating result with an unchanged risk assessment results in a lower risk class. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 86 ===== SIDA 87 ===== Risks belonging to the “Strategy” risk category usually have a long-term effect, which is difficult to quantify in the short term. TRATON therefore does not quantify these risks. The risk class for strategic risks is assessed through expert opinion. The aggregated risk situation of the reported risks for each risk category is represented in the following table on the basis of the three risk classes and the risk categories: Risk category Risk class, current (2023 Annual Report) Risk class, previous year (2022 Annual Report) Strategy High High Markets Medium Medium Products High High Operations Medium Medium Legal & compliance High High Finance High High >= 80% >= 50–80% >= 25–50% >= 10–25% < 10% <= 25 Risk class Potential net impact (€ million) Likelihood > 50–100> 25–50 > 100–250 > 250–500 > 500–1,000 > 1,000 low medium high The current economic environment, a range of issues in the supply chains, and future trends in the cost of bought-in components, energy, and raw materials continue to lead to a high degree of uncertainty. This means that the “Strategy,” “Products,” “Legal & compliance,” and “Finance” categories are assessed as “High,” which is unchanged com- pared with the previous year. We continue to rate the “Markets” and “Operations” cate - gories as “Medium.” Overall assessment of the TRATON GROUP’s risk and opportunity position According to our evaluation, risks in the “Legal & compliance” category have the most considerable impact on the TRATON GROUP. As in the previous year, legal and compliance risks comprise litigation risks, in particular. In the area of strategic risks, the requirements and risks arising from the CO2 emissions regulation in the European Union, as well as CO2 and nitrogen oxides (NOx) rules in North America, remain a particular focus. In addition to the general cyclicality of and intense competition in the commercial vehicle industry, market risks include the economic environment. As in the previous year, these risks can arise from supply chain issues, from protectionist measures, and from growing geopo - litical tensions such as the war in Ukraine. These may have a negative impact on sales volumes and sales margins. Product-related risks continue to primarily consist of possi- ble cost increases for bought-in components, energy, and raw materials. The primary risks associated with the operating business result from the successful implementation of efficiency programs. Among the finance risks, future currency developments remain an area of considerable uncertainty that may have both a positive and a negative effect on our Company. Overall, the TRATON GROUP is exposed to significant levels of uncertainty that it can influence only partially. In the aggregate, the described risks generally outweigh the corresponding opportunities. However, TRATON has determined that there are no risks that could endanger its continued existence, either individually or in combination with other risks. Due to the very dynamic nature of the current business environment, the Company will continue to monitor its main risks and opportunities closely. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 87 ===== SIDA 88 ===== Important legal cases MAN and Scania/EU antitrust proceedings After unannounced inspections at the premises of several European truck manufactur - ers 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 Janu - ary 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 Deci - sion”), 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 annul- ment. 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 Com- mission 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 — aut omatically assumed the procedural role of MAN SE as legal suc- cessor 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 — t o the extent they have not dismissed respective claims — ha ve issued “orders for evidence to be taken” (Beweis beschlüsse) 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 alr eady 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 p art. 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 award- ing 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 Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 88 ===== SIDA 89 ===== 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 V eículos Ltda. (VW Truck & Bus Ltda.), formerly MAN Latin America Indústria e Comércio de V eículos 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 3.4 billion (equivalent to €0.6 billion as of December 31, 2023) for the contested period from 2009 onward. This assessment is based on the accumulated accounts at the report- ing 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 con- clusion of the MAN SE merger squeeze-out. The appropriateness of the cash compensa- tion will be reviewed by a court-appointed auditor as part of the judicial award proceed- ings 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. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 89 ===== SIDA 90 ===== Nonfinancial Group Statement Nonfinancial Group Statement We are publishing this Nonfinancial Group Statement (hereinafter the “Nonfinancial Statement”) in accordance with the provisions of the Handelsgesetzbuch (HGB — German Commercial Code). It applies to the TRATON GROUP (sections 315b, 315c of the HGB). With its Scania, MAN, Navistar, and Volkswagen Truck & Bus ( VWTB) brands, as well as TRATON Financial Services, the TRATON GROUP is one of the world’s leading commercial vehicle manufacturers. Unless otherwise stated, the terms “TRATON,” “Group,” and “Com- pany” refer to the TRATON GROUP. The activities of TRATON Financial Services are of only minor relevance for the Nonfinancial Group Statement and were only included in the disclosures on the EU Taxonomy. The acquisition of Navistar by TRATON was completed in 2021. Navistar was included in all activities of 2023 with the exception of some in the Governance & Ethics section, where this is indicated accordingly. The Nonfinancial Statement contains material information that is required by the HGB and relates to five nonfinancial issues: environmental matters, employee matters, social matters, respect for human rights, and combating corruption and bribery. To identify issues relevant for the Company within these nonfinancial matters, TRATON conducted its first materiality analysis in 2021. The strategic focus areas were reviewed and deemed to be valid for 2023 as well. No new materiality assessment was therefore performed since the business model and the strategic focus areas are still valid (see the “Content of the Nonfinancial Statement” table). The option provided by law of using a defined reporting framework has not been adopted. Nevertheless, the Nonfinancial Statement is guided by the standard of the Global Report- ing Initiative (GRI), where relevant for the material issues we have identified. Detailed information on the Company’s business model can be found in the “Key Infor- mation about the TRATON GROUP” section in the Combined Management Report. With regard to nonfinancial risks, our integrated risk management has determined that our own business relationships, business activities, products, and services do not result in any highly likely risks with severe negative impact on the nonfinancial matters. Sustainability at TRATON TRATON’s sustainability efforts are built on the Sustainable Development Goals ( SDGs) adopted by the United Nations ( UN). By aligning our sustainability efforts with these global goals, we want to contribute to the UN’s 2030 Agenda. Since TRATON is a company that primarily manufactures commercial vehicles, this means that we want to make a substantial contribution to a more sustainable transportation industry. TRATON supports the principles of the UN Global Compact with its participation in the initiative and con- firms its contribution to the United Nations’ goals with the “Statement of continued support.” Sustainability management and strategy Sustainability is a firmly established concept within the TRATON GROUP brands. Since the Group’s organization is decentralized, the brands set their priorities, resources, and methods individually in line with their own corporate culture and strategy. TRATON, as the overarching brand umbrella, creates an environment in which its brands support each other to learn from their individual strengths and to leverage synergies. The focal point of this dialogue and development process are solutions that help to significantly reduce greenhouse gas and pollutant emissions. The central Sustainability function at TRATON reports directly to the Chief Executive Offi- cer and the other Executive Board members via the TRATON Sustainability Board and is responsible for coordinating sustainability management at TRATON. Developing TRATON’s sustainability strategy is a cross-functional task with responsibilities embedded at the level of the brands and in several central TRATON functions. In 2023, an ESG function, which reports directly to the Chief Financial Officer, was established to coordinate ESG topics relevant to the capital markets at Group level. Among other things, this function is responsible for preparing the TRATON sustainability statement according to the Cor - porate Sustainability Reporting Directive (CSRD), which will be produced for the first time for fiscal year 2024. Nonfinancial Group Statement Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 90 ===== SIDA 91 ===== The TRATON Sustainability Board is led by the Chief Executive Officer of the TRATON GROUP. The TRATON central functions Sustainability and ESG are represented, and each brand is represented by its CEO and Head of Sustainability. The TRATON Sustainability Board gives overall strategic direction, defines ambition level, and decides on strategic focus areas with an impact on sustainability for the TRATON GROUP. New programs and measures receive their final approval from the TRATON Sustainability Board and at the level of each brand, with the brands solely responsible for their imple- mentation. The TRATON Sustainability Board met four times in 2023. Together with the Group brands in 2021, it analyzed which material issues are necessary to understand TRATON’s course of business and the impact of the TRATON GROUP’s activ- ities on the five nonfinancial aspects (see the “Content of the Nonfinancial Statement” table). As a result of this process, three strategic focus areas were identified that can contribute substantially to transforming the transportation sector and to achieving the SDGs. Each of these strategic focus areas covers material issues that have been identified for TRATON: 1. Decarbonization & Circularity: Transforming the business model and product design to reduce CO2 emissions and resource consumption. 2. People & Diversity: Promoting a variety of competencies and equal opportunities for employees and partners to increase employer attractiveness and innovative strength. 3. Governance & Ethics: Facilitating a transparent, risk-oriented, and fair decision- making pr ocess that is consistent with the Company’s rights and obligations and generates long-term value for TRATON and its stakeholders. This also includes looking beyond our own Company and putting social responsibility into practice along our value chain. CONTENT OF THE NONFINANCIAL STATEMENT Nonfinancial matters Strategic focus areas Material issues Environmental matters Decarbonization & Circularity Decarbonization Circularity Employee matters People & Diversity Diversity & Inclusion Education & Human Capital Social matters Decent Work Combating corruption and bribery Governance & Ethics Values-Based Governance Compliance Respect for human rights Human Rights Pursuing management approaches for the issues defined as material is primarily the task of the brands. TRATON continuously works with the brands to better understand which competencies already exist within the brands and what the best way to create synergies will be in the future. It is our ambition to design the most efficient and effective distribution of roles within the Group. The definition of this target picture is still ongoing. The design of Group-wide or brand-specific management approaches depends on the different market requirements of our brands as well as the different levels of maturity within individual sustainability topics. We are currently working on making the status of the brands’ measures transparent. The process is still ongoing, and our goal is to report on these within our first CSRD reporting for 2024. Where feasible, we apply overarching management approaches covering all brands. This currently applies especially to the material issues of “Diversity & Inclusion” and “Education & Human Capital” as well as the Governance & Ethics strategic focus area. Where the suitability of management approaches depends to a greater extent on production conditions, the product portfolio, or regulatory requirements, the brands have been in the lead. This is especially true for the material issues identified within the strategic focus area of “Decarbonization & Circularity,” as well as for the Decent Work material issue. It is important for TRATON that there is constant communication and active cooperation between the knowledge car riers in the Group. Coordinating these is the task of the TRATON Sustainability Board. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 91 ===== SIDA 92 ===== Decarbonization & Circularity A changing transportation sector is a key element of a transformation that addresses climate goals. Climate change mitigation is one of the objectives of the TRATON GROUP’s Decarbonization & Circularity activities. For this purpose, TRATON implemented an Envi- ronmental Compliance Management System (ECMS) in 2022. The ECMS directs all TRATON GROUP companies to address environmental management throughout all stages of their operations and the lifecycle of their products and services in order to minimize their environmental impact. The ECMS is a further development of the environmental man - agement system in accordance with ISO 14001. The integration of the compliance aspect intends to ensure conformity with applicable regulations, uncover possible misconduct, and prevent it in the future. Decarbonization TRATON strives to make a contribution to decarbonizing the transportation sector. With a view to achieving holistic decarbonization, the TRATON GROUP brands review and address greenhouse gas (GHG) emissions across scopes 1–3. To achieve this goal, all brands of the TRATON GROUP work together with several TRATON corporate functions. The TRATON GROUP is fully committed to further reducing GHG emissions from its products in order to reach the targets of the Paris Climate Agreement and to limit global warming to 1.5°C above preindustrial levels. The most prominent lever for TRATON’s contribution to combating climate change is the electrification of its prod- uct portfolio. We measure our progress in this area by analyzing the change in the BEV unit sales ratio. This metric describes the ratio of the number of battery electric and fuel cell electric vehicles to the total number of vehicles sold, excluding the MAN eTGE model. The brands pursue their own GHG reduction programs. Scania, for example, has adopted science-based climate targets, which were officially endorsed by the Science Based Tar- gets initiative (SBTi) in 2020. As part of this endeavor, Scania plans to reduce CO2 emissions from its own operations (scopes 1 and 2) by 50% in absolute figures by 2025 compared with 2015, and emissions from its vehicles by 20% per kilometer over the same period (intensity target, scope 3, category 11). In April 2023, Scania and Northvolt unveiled a jointly developed battery cell designed for heavy-duty transportation. Battery cells have been manufactured at the Northvolt ETT gigafactory in Northern Sweden since Septem- ber 2023 and assembled into battery packs at Scania’s new 18,000 square meter plant in Södertälje. This will enable the start of series production of Scania’s premium electric trucks for regional transport. Already in 2022, Scania specified its supply chain decarbonization targets further. It aims to use 100% green batteries, 100% green steel, 100% green aluminum, and 100% green cast iron in its European production by 2030. Scania’s definition of “green” requires elim- inating the main sources of emissions by utilizing new technologies, green electricity, and/or recycled materials. In 2023, Scania took a step toward decarbonizing its supply chain by placing its first order for green steel. The contract with H2 Green Steel will pro- vide Scania with sustainably produced steel for building its trucks, allowing the company to take another big step toward improving the climate footprint of its vehicle manufac - turing. Production will begin at H2 Green Steel’s new plant in Northern Sweden in 2025, with deliveries of the sustainable material set for 2027. Further, in 2023 Scania and SSAB signed a letter of intent to decarbonize all steel deliveries from SSAB to Scania’s heavy- duty vehicles from 2030. MAN had already joined the SBTi back in 2021 and had its near-term goals validated in 2022. As part of its SBTi commitment to the Business Ambition for 1.5°C, MAN intends to become greenhouse gas-neutral by 2050 at the latest. The company aims to have its net zero target validated by the SBTi as soon as the SBTi reopens the submission of targets by automakers. The near-term goals include the reduction of absolute GHG emissions at the company’s sites around the world (scopes 1 and 2) by 70% by 2030 compared to the 2019 base year and a decrease of fleet GHG emissions per vehicle kilometer of MAN trucks, buses, and vans already in customer use (scope 3) by 28% within the same period. In 2022, MAN had decided to build a battery pack production plant in Nuremberg. Groundbreak- ing for the construction started in late 2023. After completion of the construction work, battery production is expected to be ramped up at the new production plant in 2025. Navistar prepared a full carbon footprint for 2022 in the year under review. This measured emissions across all scopes. In the year under review, Navistar committed to developing science-based targets consistent with the criteria of the SBTi based on these measure - ments and to submitting these targets for validation. Navistar is aiming to submit these targets in a timely manner after the SBTi releases its target calculation guidance for the automotive sector. Navistar also included energy efficiency as a metric for its annual performance incentives in 2023. This metric measures energy intensity (energy use per Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 92 ===== SIDA 93 ===== unit of production) at its major facilities and will account for 5% of its overall incentives. Energy intensity is directly related to the reduction in CO2 emissions since scope 2 emis- sions account for the largest portion of Navistar’s direct and indirect emissions in the production process. VWTB also continued its decarbonization efforts in 2023. The result of these efforts was the reduction of electricity and natural gas consumption through the conversion of light- ing in the production plants and the increase of cooling systems’ efficiency. Additionally, approximately 71% of the electricity used is from renewable sources, which enables scope 2 GHG emissions to be offset. This was certified by the Interstate Renewable Energy Council (I-REC). In line with the decarbonization strategy, measurement and monitoring of GHG emissions has been improved by incorporating a diagnosis of activities, alignment with the GHG protocol methodology, and a carbon inventory verified by a third party. VWTB had committed to taking action to reduce its scope 1 and 2 GHG emissions by 5% by 2023 compared to 2021. With a reduction of 10.7%, this goal has been exceeded, in particular through the introduction of electricity from renewable energy sources, the requirement for using ethanol in vehicle fleets (flexible fuel), and improving energy effi- ciency at the Resende plant in Brazil. Another key area is the expansion of the public charging network for battery electric heavy-duty trucks and long-distance coaches. With its new service entity, TRATON Charging Solutions AB, the TRATON GROUP has been offering its brands’ customers access to charging stations since 2023. This service provider comprises a network of public charging stations in twelve European countries and bundles contracting, invoicing, route planning, and utilization insights under one roof. In this way, TRATON aims to help meet the growing demand for charging options outside depots, which goes hand in hand with the increase in the number of electric commercial vehicles. One of the first charging point operators that has been contracted directly is Milence, the joint venture between TRATON, Daimler Truck, and the Volvo Group. Milence aims to build and operate at least 1,700 high-performance green energy charging points on and close to highways as well as at logistics hubs in Europe by 2027. In December 2023, Milence opened phase one of its first charging hub at Truck Parking Venlo in the Netherlands. The hub consists of four charging bays. The second phase and additional hubs will open across Europe in 2024. The TRATON GROUP’s priority for its decarbonization strategy is to focus on all-electric vehicles. As part of our strategy, we have set ourselves the target of around half of our annual new vehicle sales in the relevant regions (EU27+3 region, USA, and Canada) to be zero-emission vehicles by 2030 1. This target is subject to the conditions needed to achieve it, such as the expansion of the corresponding charging infrastructure, being in place. MAN has launched sales of the first heavy-duty electric truck, marking another milestone in the decarbonization of freight transport. A total of around 700 orders and order requests have already been received. The majority will be covered from large-series pro- duction, which will start at the MAN plant in Munich from 2025 onward. The first vehicles will be delivered to customers as early as 2024. Further, MAN started sales of a 10-meter version of the Lion’s City E bus in 2023. The 10-meter bus completes the all-electric city bus lineup, which consists of vehicles avail- able in 12- and 18-meter variants. Navistar will also work with customers, policy makers, and other parties to promote elec- trification in its market in the future. This includes engaging with the US Environmental Protection Agency ( EPA) and other US regulators to ensure that policy aligns with the conditions in the heavy-duty on-road sector, including in EPA’s current work on its third phase of greenhouse gas regulation as well as its incentive programs for vehicle electri- fication. In addition, one element of Navistar’s annual incentive measured dealer readi- ness to sell and support electric vehicles. Navistar strives to achieve 50% new battery electric vehicle sales by 2030 and 100% by 2040 for the US market. VWTB established the innovative e-Consortium at its site in Resende in 2019. The main role of the e-Consortium is to provide its customers with the entire operating infrastruc- ture and services, including sustainable management services, alongside the product itself. The aim is to develop a comprehensive support structure for electric trucks and establish it on site: from vehicle manufacturing through building the charging infrastruc- ture, down to managing the life cycle of the battery. 1 See BE V unit sales ratio in the “Incoming orders and unit sales by country, TRATON Operations” table in the “Results of operations” section Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 93 ===== SIDA 94 ===== Circularity As part of its commitment to sustainability in the transportation sector, the TRATON GROUP also relies on the idea of circularity. Since a substantial part of industry emissions results from the usage of resources like steel, aluminum, and chemicals, increasing resource efficiency — espec ially through the recycling of raw materials and the extension of life cycles — will ha ve to play an important role. In 2023, the TRATON GROUP decided to focus on three pillars in the field of circular economy. The key elements are Action, Strategy, and Mindset. The first building block aims at extending current remanufactur- ing activities and a strong alignment within the Group. It also includes building up a joint logistics network in order to leverage synergies. The second component is intended to drive the development of suitable Group-wide targets and corresponding KPIs for mea- suring progress. The third building block aims at Group-wide design principles and a “Circular First” mindset to support the implementation of circularity in product devel - opment and product management. The launch of these initiatives has been approved by the TRATON Sustainability Board with an intended timeframe of the end of 2024. In addition, TRATON encourages its strategic partners at brand level to work on concepts that will enable the Group to take responsibility in both upstream and downstream stages of our value chain and foster the exchange of best practices between the brands. The TRATON Sustainability Leadership Group is a central platform for achieving this. Our brands are already taking initiatives toward more circular production. Scania, for example, focuses on extending the life of products, remanufacturing spare parts, and promoting recycling at the end-of-life product phase. A particular challenge in increas- ing resource efficiency while electrifying the transportation sector is the recyclability of battery cells. Scania has a continuous partnership with Northvolt AB, Sweden, on the development and commercialization of battery cell technology for heavy-duty vehicles. Together they make an investment in the European value chain for battery manufactur- ing, all the way from processing raw materials to producing battery cells and systems and creating the recycling infrastructure. MAN defined the following major goals for its transition to a circular economy: (1) closing the material loop, (2) optimizing the lifetime of products and components, and (3) improv- ing product usage and utilization. Due to the increasing electrification of its fleet, creat- ing a second use (i.e., within another vehicle) or a second life (i.e., within another appli - cation, for example as mobile energy storage) for used batteries before they are recycled continued to be a clear imperative for MAN’s research activities in 2023 as well. MAN’s smart digital services also support the transition toward a stronger position in the circu- lar economy. The MAN ServiceCare proactive maintenance and repair management sys- tem, for example, helps to replace wear parts at the right time to prevent a major break- down of the vehicle and thus optimize its lifetime. Furthermore, digital drive program upgrades were continued in the year under review that improve the vehicles’ utilization without needing to go to the workshop or install new hardware. This is made possible by MAN’s flexible over-the-air retrofitting solution, MAN Now. VWTB had already started the UERJ Circular project with the University of the State of Rio de Janeiro (UERJ) in 2021. This project aims to develop studies, research, and measures that promote the circularity of the processes and products developed by the company. In 2023, 18 employees of VWTB were trained in circular design at the UERJ as part of this project. In addition, VWTB began developing projects focused on circularity in the auto- motive sector. Scania has defined specific targets to increase reuse and recycling in its production: by 2025, the company aims to reduce the amount of unrecycled waste material by 50% compared with 2015. The remanufacturing of used parts is an important part of circular thinking, bringing parts back from the value chain to be remanufactured, sold again in the Scania service network, or used again in its production processes. MAN professionally remanufactures used parts such as engines, cooling water pumps, crankshafts, a wide range of parts for charging and cooling, or powertrain components and sells these remanufactured parts under the MAN Genuine Parts ecoline brand. In 2023, 53,255 ecoline engines were remanufactured and sold, which represents a decline of around 17%. Among other factors, this was attributable to quality improvements, the availability of used parts, and general parts availability. Sales revenue in the ecoline parts business rose by 9% as a result of high-quality vehicle components being remanufac - tured. In addition, MAN launched the REVAMP project in February 2023. This project aims to automate the process of assessing the condition of used vehicle batteries. With this knowledge, batteries are to be economically reconditioned for subsequent use in the vehicle (second use) or for other purposes (second life). A consortium of nine partners from business and academia is involved in the project, which is funded by the German Federal Ministry of Economic Affairs and Climate Action ( BMWK). The consortium is led by MAN Truck & Bus. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 94 ===== SIDA 95 ===== Navistar focuses on remanufacturing used parts in its resource efficiency approach. The company collects used parts through four core facilities dedicated to assessing parts for remanufacturing. It then restores them through a network of around 50 suppliers and distributes these “Re NEWed” parts through its parts sales network — and thus returns the parts to another product life cycle. More than 3,000 unique part types are regularly remanufactured as part of this process. During the reporting period, Navistar launched a new reverse logistics process and an associated fifth core facility for the collection of batteries for electric vehicles, together with the commercial launch of a “Re NEWed” version of such batteries for use in warranty replacement. In the reporting period, VWTB continued its efforts and worked to improve its remanu- facturing portfolio and increase the revenue generated with more than 74 (previous year: 71) remanufactured parts. Further efforts for promoting circular economy included the upcycling of textile waste for the Volkswagen Social Project, which involves the pro- duction of new materials by seamstresses. People & Diversity The attractiveness and innovative strength of an organization is largely dependent on how well it recognizes and leverages the individual capabilities of its employees. Espe - cially considering the ongoing structural change in our working world, diversity in our employees’ job profiles and qualifications is becoming increasingly important. Providing the right skills is a key success factor for the TRATON GROUP. TRATON relies on qualified and motivated employees. We want to offer our employees a safe and attractive working environment in which they can develop to their full potential. Diversity & Inclusion TRATON promotes equal opportunities for everyone. We do not tolerate discrimination on grounds of ethnic or national origin, sex, gender identity, religion, views, age, disabil- ity, sexual orientation, skin color, political views, social background, or any other charac- teristics protected by law. We embrace diversity, actively encourage inclusion, and create an environment that fosters each employee’s individuality in the interests of the Com - pany. TRATON has embedded the core principles of diversity and inclusion in its corporate culture and overall strategy. We underpinned our commitment to a diverse and inclusive workforce by signing the Diversity Charter in 2017 and becoming its member in Germany in 2020. Having already signed the Diversity Charter in Germany in 2017, MAN signed it in Austria and France in 2023. The Charter is a corporate initiative to promote diversity in companies and institutions. It aims to promote the recognition, appreciation, and integration of diversity into business culture. In February 2023, the TRATON GROUP signed a TRATON Diversity & Inclusion commitment. This commitment forms the basis for our cross-brand collaboration with the aim of further improving the workplace culture throughout the entire TRATON GROUP. It describes our common responsibilities, com - mitments, and actions. The Group’s Diversity & Inclusion (D&I) team with representatives from all brands aims to ensure our common strategy, vision, activities, and adherence to KPIs for D&I across the TRATON GROUP. Specific teams are responsible for diversity management for each brand. They implement a number of measures and initiatives in line with the Group’s D&I strategy. To obtain a comprehensive picture of employee attitudes in the field of diversity and inclusion, TRATON has included three questions on the perception of diversity and inclusion in its yearly employee survey. Together, these questions form the Diversity & Inclusion index [0–100], where we achieved an overall score of 79.9 in 2023 and 80.5 in 2022. By employing and developing people with the widest possible range of skills, knowledge, backgrounds, and experiences, the companies are taking important steps to promote an inclusive corporate culture that they consider to be a prerequisite for the TRATON GROUP’s business success. As a matter of principle, our employees are chosen, hired, and supported based on their qualifications and skills, something that is reflected in our Skill Capture approach, which describes the TRATON GROUP’s D&I strategy and method. This approach is designed to develop management teams and employees by continuously working on diversity and inclusion awareness and creating value through actions and accountability. This systematic approach helps managers to work with their employees. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 95 ===== SIDA 96 ===== During 2023, VWTB took further steps to also include its stakeholders in spreading the TRATON D&I culture by promoting the Skill Capture approach to its partners in the Consór- cio Modular production system at its Resende site in Brazil. Scania’s management is using the Skill Capture approach to promote diversity, equity, inclusion, and a sense of belong- ing. The approach guides the company’s employees, emphasizing integration into all work aspects, and is supported by Ambassadors and revisits. Revisits revealed a global focus on recruitment, inclusive ways of working, team building, and mentorship, result- ing in shared best practices. In the second quarter of 2023, Scania started a Skill Capture Review Project aimed at enhancing diversity and inclusion throughout the organization, closely aligning with business results, with the inclusive involvement of both internal and external stakeholders as a critical success factor. To create equal opportunities for men and women to become managers, the TRATON GROUP brands have embedded a variety of approaches and initiatives, and developed individual approaches according to their needs. TRATON’s target is a 20% proportion of women across all management positions by 2024 and a 30% proportion by 2029. With a rate of 21.5% for the 2023 reporting period, the first interim target has already been achieved. To realize equal opportunities, we support potential female candidates on track for an executive career through HR development measures such as a mentoring program and an orientation program. New managers receive training to raise awareness of the topic of equal opportunities among all employees throughout the Company. To encourage women in their careers, MAN shows female role models in its internal and external communication. MAN hosted a female empowerment networking event in coop- eration with FC Bayern with roughly 80 participants. Students and mentors of the Bayern Mentoring program, a support program specifically tailored to girls and young women, as well as female employees of MAN and FC Bayern shared their experiences and learn- ings. At Navistar, approximately 140 women have graduated from leadership develop - ment training through the Empowering Women Network, a virtual education program that shortens the gap to women’s advancement. MAN launched the We@MAN series in 2023. Members of the top management discussed relevant topics with groups of employees from various departments. There are sessions planned with all Board members on different subjects until the end of 2024. Talking Diversity is a further communication format to bring diversity-related topics up for debate with the employees. In 2023, topics such as gender stereotypes in the workplace or part- time work were discussed. Apprentices took also part in workshops to learn more about Diversity & Inclusion from the beginning. Navistar President and CEO Mathias Carlbaum continued to support the CEO Action for Diversity & Inclusion initiative in 2023. This initiative is a CEO-driven business commitment to advance diversity and inclusion within the workplace and society. In addition, the Navistar Diversity, Equity & Inclusion ( DEI) team hired a dedicated resource for diverse recruiting and a diversity analyst to focus on expanding its DEI communication. At VWTB, an agreement with the trade union and the Works Council was established related to the Women Protection Program, which includes job security, psychological and social support, as well as legal assistance for women in vulnerable situations. Cus - tomized plans driven by analytics methods for each department are being rolled out to strengthen and enable the strategic goals, aiming for diversity in all dimensions. Education & Human Capital TRATON’s HR department follows the “same needs, same solutions” approach in order to leverage synergies, reflecting brand-specific characteristics, and create added value for TRATON. To do this, the Chief Human Resources Officers ( CHROs) of TRATON SE and the brands meet on a monthly basis to set the strategic directions as well as to discuss agreed Group-wide activities. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 96 ===== SIDA 97 ===== Six strategic and operational focus topics were defined, which will be executed through a cross-brand project team setup: – E xchange People – C ompetence & Learning – L eadership, Culture & Change – Digitalization – C ompensation & Benefits, and – Div ersity & Inclusion These six strategic focus topics are steered in the People and Culture Strategy Execution Committee. This is also linked to HR Business Operations to drive the operational needs forward. The People and Culture Strategy Execution Committee’s responsibility for coor- dinating all the project teams rotates between the brands to foster our Group mindset. MAN took over this role in the first year. The basic premise for all of the focus topics is “Group first.” We will deliver value to the business through cross-brand collaboration, focused joint priorities, and consistent exe- cution. Each project team is staffed with colleagues from all brands and works together based on a mutual commitment to the TRATON GROUP, respecting and being open to the diverse perspectives of all. Their work is based on the common principles the CHROs agreed on. To secure operational execution and support for the business, HR has created a project structure in the spirit of “one face to the customer” that supports all the Group functions’ HR needs. During the year under review, Scania has focused on establishing end-to-end processes as a basis for the implementation of the new global HR system. Development Planning and Learning are two of the global HR processes that aim to help develop skills and nurture talent, aiming to ensure that Scania has the right people and competencies available when they are needed. With its Scania Academy, the company provides a range of programs designed to foster and develop employee knowledge and expertise for today’s dynamically evolving transportation industry. Examples include reskilling initia- tives where employees with no prior experience in a particular field are put on develop- ment paths that result in the individual’s transition to a new career in the company. With an in-house academy, Scania is able to continuously nurture the required culture and competencies in line with the ever-changing business needs. Leadership programs are a top priority, and the concepts range from those for junior managers to executive levels, all in partnership with business schools. In addition to individual competency develop - ment, the Scania Academy also provides formats for continuously developing team effec- tiveness with the Scania team factory concept. Additionally, focus remains high on learn- ing research, for instance by incorporating learning experience platforms in the company’s learning system landscape. At MAN, internal experts impart specific professional skills and thereby ensure the s ystematic transfer of knowledge and the training of the employees. For example, the E-Mobility Experience Days are organized to train employees working in sales in e-mobility. All employees in production are also trained in the associated technical changes and the challenges of high voltage. In addition, worldwide strategic and tech- nological innovations such as zero-emission mobility, digitalization, and automation require more targeted qualifications and new forms of learning. The MAN Academy expanded its range of training opportunities in 2023 to meet this demand. MAN’s upskilling and reskilling measures continue to focus heavily on competency development in the areas of alternative drives, automation, autonomous driving, data science and soft- ware development, and new working methods. The digitization of learning f ormats — in particular the implementation of external digital learning platforms — has also been important for all training content. Navistar also offers development opportunities for hired college graduates, for example the Finance and Accounting Leadership Development (FALD) program. This program is a three-year full-time rotational program to explore a career in finance and accounting. It includes executive mentorship and interaction, tuition assistance, and opportunities to relocate. There are currently around 30 participants in the program, ten in each year. In the year under review, Navistar relaunched the Navistar University, hired a talent team, and put a learning system landscape in place. The Navistar University is now an essential tool in developing the company’s culture and leadership. The Navistar University is focused on the strategic competencies needed to guide Navistar’s transition to new technologies and processes that allow the company to be more innovative and respon- sive to change. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 97 ===== SIDA 98 ===== In 2023, some notable efforts included: – Change Enablement Programs that help employees adapt to change effectively and develop crucial skills to embrace an industry that constantly evolves due to techno - logical advancements and market demands – Leadership Development Programs that ensure a solid pipeline of competent leaders who can guide the organization toward success – A Learning Strategy emphasizing a learning culture that encourages continuous pro- fessional development, innovation, and knowledge sharing, enabling the company to stay competitive and meet the evolving needs of its industry – The rollout of company values. Through its learning system landscape, the Navistar University has been providing leaders with tools and resources to communicate and reinforce the values within their teams at Navistar and TRATON. The VWTB Academy was launched in 2023 in order to strengthen the technical and stra- tegic skills of the company. All VWTB employees currently have unlimited access to the Academy. This venture is supported by a digital platform based on Success Factors, ini- tially in Brazil and with further plans for integrating Mexico in 2024. The organizational architecture is being reshaped in order to promote a learning organization, with new job descriptions that foster knowledge retention and transfer by local experts. A program focused on software development, the so-called Code School, was created in partnership with the Fundação Grupo Volkswagen foundation, targeting diversity aspects in the stu- dents list. Decent Work As one of the world’s leading companies in the commercial vehicle industry, TRATON relies on qualified and motivated employees. We want to offer our employees a safe and attractive working environment in which they can develop to their full potential. This is made possible by our values-based culture of diversity, openness, and transparency. We strive to offer attractive working conditions to our employees. TRATON recognizes the right of employees to form labor unions and to participate in collective bargaining nego- tiations. The involvement of employee representatives traditionally plays an important role in the Group brands. At Group level, TRATON has two labor forums — the TRATON GROUP Works Council and the TRATON SE Works Council — tha t are designed to ensure the multina - tional involvement of our employee representatives. As part of an additional agreement with the SE Works Council, the Company even enables participants to be invited from outside the European Union, so that employee representatives from locations around the world can take part in the meetings. In addition, the Executive Board and the employee representatives are part of an economic committee for information on eco - nomic matters at the level of the SE Works Council. The right of workers to collectively bargain the terms and conditions of their work is an internationally recognized human right. At TRATON, the majority of employees throughout the Group are covered by col - lective bargaining agreements and represented by an employee representative body. Decent work is highlighted in multiple ways in the Policy Statement on Human Rights, which was published in 2022 and is valid for all brands of the TRATON GROUP. The Policy Statement includes a section on the rejection of forced or compulsory labor and the rejection of child labor and underage workers, as well as a section on equal treatment in employment. The topic of freedom of association and collective bargaining is also addressed. TRATON respects the right of all employees to establish and join unions as well as employee representative bodies and rejects any form of discrimination that could occur based on union activities. On top of this, the Policy Statement on Human Rights underlines that TRATON is committed to its responsibility for the health and safety of its employees and the continuous improvement of their work environment. Compliance with occupational health and safety requirements is handled by the brands’ health and safety systems. TRATON also takes the necessary steps to identify and mitigate the risks in all the aforementioned areas (child labor, forced labor, slavery, disregard of occupa - tional health and safety, unequal treatment in employment, disregard of freedom of association, withholding of adequate wages) through regular risk analyses carried out within the entire Group. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 98 ===== SIDA 99 ===== At TRATON, the focus in recent years has been on working conditions, including flexible working models. The goal of the Exchange People workstream is to ensure that the expe- rience of going on a global assignment is the same across the TRATON GROUP and avail- able everywhere. Representatives from TRATON SE, Scania, MAN, Navistar, and VWTB meet regularly to harmonize, analyze, and streamline current policies. Following an agile sprint plan in the 2023 reporting period, the first measures will be developed in the course of 2024. During 2023, Scania continued to expand its Future of Work initiative to develop flexible and hybrid ways of working with a focus on a great employee experience. This hybrid work model continues to be the way forward, offering the best of both remote and in- person work. Throughout the pandemic and beyond, Scania developed working methods based on trust and transparency. In 2023, the core focus of the Future of Work initiative was on laying the foundation for reshaping workspaces to align with the company’s current modes of work and collaboration across the organization. By creating a network of shared coworking spaces, Scania aims to transform the office campus into an attractive destination for its employees, fostering increased collaboration and networking. Addi - tionally, this corporate coworking strategy contributes to increased office utilization, maintaining a flexible space that is also the right size. In the year under review, more countries were also added to the work from abroad pro- gram at Scania, which had been launched in 2022. Scania has a global group policy in place that regulates minimum standards for working hours, weekly rest periods, vacation, and sick leave for its employees. The policy also contains requirements for recruitment as well as termination of employment. Based on the Scania global principles for labor relations, a Labor Relations Improvement Program, a workshop-centered tool for improved dialogue between management and employee representatives, has been developed together with the employee representatives. It is available to the organization, and its rollout was launched at the Top Management Meet- ing in June 2023. Navistar has continued to work on enhancing the employee experience for all employees. Several examples include: – Negotiated a new four-year labor contract at its Tulsa bus plant in early 2023 that provides job security and improvements to employee time off, wages, and working conditions – New career paths and wage improvements were introduced at the San Antonio assem- bly plant. These career paths provide employees the opportunity to grow their skills within the company and create a meaningful long-term career. The San Antonio assembly plant and the Dallas Parts Distribution Center changed working schedules, which provides increased flexibility and allows employees to spend more time away from work. In the Huntsville Powertrain Operations, the successful launch of the new S13 Engine and T14 Transmission provides job security to employees in Alabama. This launch allows employees to develop new skills working with state-of-the-art tools and processes. Governance & Ethics TRATON is committed to a values-based governance including transparent, risk-driven, fair decision-making that is consistent with the Company’s rights and obligations and creates long-term value for TRATON and its stakeholders. Compliance with applicable laws and the Code of Conduct, our guideline for acting with integrity, is the basic prereq- uisite for this. The Company relies on its compliance management system and solid organizational compliance structures needed to do this. Environmentally conscious management and compliance with human rights principles are fundamental for TRATON to act in a way that is socially and economically responsible. To underscore its commitment to responsible corporate governance, the TRATON GROUP has been a member of the UN Global Compact since October 2021 and is committed to principles in the fields of human rights, labor, environment, and anti-corruption, among others. In accordance with the initiative’s policies, TRATON regularly communicates its progress in these fields as part of its commitment to the UN Global Compact. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 99 ===== SIDA 100 ===== Values-Based Governance At TRATON, integrity is a cornerstone of our entrepreneurial activities. It forms the basis of the Group’s reputation, for the trust that our customers, business partners, and society place in us, for the well-being of our employees, and for our long-term commercial suc- cess. The Code of Conduct for Employees and the Code of Conduct for Suppliers and Business Partners define the ethical principles derived from this. Both documents were updated in the year under review to further sharpen TRATON’s integrity and sustainabil- ity expectations toward itself and its partners. Additionally, TRATON communicates Group- wide binding rules on issues of substance to its employees through centralized policy management. Integrity is also embedded into internal processes, for example as a crite- rion for selecting new managers. Compliance At TRATON, the aim of compliance management is for all employees to act in accordance with ethical standards, the law, and internal policies — at all times and e verywhere. TRATON’s compliance management system focuses on white-collar crime, in particular combating corruption, preventing money laundering, adhering to antitrust law, and respecting human rights. TRATON has developed a Group-wide compliance and integrity program that is designed to prevent compliance violations, detect compliance violations that may arise despite preventive measures as early as possible, and adequately respond to these compliance violations. Communication and employee training play a key role in TRATON’s preventive compliance and sustainability work across all hierarchy levels. TRATON conducts regular face-to-face and online training sessions on compliance and integrity topics. The compliance training program includes training modules on the Code of Conduct, the Company’s guideline for acting with integrity. A web-based training was created in the reporting period, which is to be updated by the GRC Organization every two years in the future and must be repeated by the relevant employees every two years. Employees without access to the web-based training receive face-to-face training on the Code of Conduct from their managers, following a train-the-trainer approach, which is to be repeated at least every four years. Navistar runs the web-based training on the Code of Conduct every year. This training was updated in 2023. Navistar employees without access to the web-based training receive a face-to-face training every two years. As of December 31, 2023, 45,176 employees in the TRATON GROUP completed the web-based Code of Conduct training, equivalent to 91% of the TRATON employees who need to be qualified in this training format. In addition, TRATON conducts compliance training sessions on the topics of anti- corruption, preventing money laundering, antitrust issues, business and human rights, and whistleblowing as well as general compliance and integrity training for employees in key positions, such as the Executive Board. The respective target groups for each training are defined on the basis of employees’ respective risk exposure. The last update of the web-based anti-corruption training took place in 2022, whereas Navistar updated its anti-corruption training in 2023. 34,945 employees had completed these trainings for anti-corruption by the end of 2023, equivalent to 82% of the TRATON employees who need to be qualified in this training format. In the year under review, TRATON also intro- duced a new web-based training course on business & human rights and updated the training for key contacts of the whistleblower system. Further, business partners received compliance training on the Code of Conduct for Suppliers and Business Partners. Busi- ness partners with an intermediary or representative function with a medium or higher corruption risk exposure underwent this training in 2023 as part of their approval process via TRATON’s Business Partner Approval Tool. Integrity and compliant conduct in line with statutory regulations, internal policies, as well as the principles laid down in the Code of Conduct for Employees and the Code of Conduct for Suppliers and Business Partners are of the highest priority for TRATON. To protect these values and to avoid or minimize potential risks due to regulatory violations, it is crucial for potential regulatory violations by employees, suppliers, business partners, or other external parties related to TRATON to be identified at an early stage, clarified, and stopped, and for disciplinary measures to be applied where necessary. That is why the TRATON Investigation Office is charged with operating an independent, impartial, and confidential whistleblower system providing different whistleblower channels to employees, business partners, and other external parties as the central contact point for whistleblowers. Tip-offs can also be submitted anonymously, e.g., via the electronic Speak up! whistleblower portal. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 100 ===== SIDA 101 ===== The TRATON whistleblower system focuses on investigating potential regulatory violations that could cause damage to the Company and its employees as a whole. Potential viola- tions of the Code of Conduct for Suppliers and Business Partners by suppliers and viola- tions of human rights and environmental laws by direct and indirect suppliers can also be reported to the TRATON Investigation Office. The TRATON Investigation Office is responsible for an initial legal assessment of each tip-off received and for subsequent coordination with the responsible investigating body. Following the investigation, the TRATON Investigation Office performs a legal assessment based on the factual report provided by the responsible investigating body and recommends disciplinary measures in the case of serious regulatory violations (where applicable). Furthermore, the TRATON Investigation Office is also tasked with recommending and overseeing the implemen - tation of preventative measures, aimed at mitigating and/or eliminating identified vio - lations and/or risks. The whistleblower system is designed to protect both whistleblowers and the persons concerned. The investigation process is based on procedural principles, which include confidentiality, the need-to-know principle, and objectivity. The presumption of inno - cence applies to all persons concerned, as defined in TRATON’s Internal Investigations Policy. In 2023, the TRATON Investigation Office received around 330 tip-offs, of which approximately 40% were investigated. Of all investigations completed in the reporting period, 5% resulted in disciplinary measures2. Human Rights TRATON aims to act sustainably in its own business operations, as well as in its engage - ments with third parties. This includes complying with, protecting, and promoting inter- nal regulations safeguarding human rights that are applicable worldwide as fundamen- tal and universally valid guidelines. TRATON updated its Policy Statement on Human Rights in 2023, which reflects TRATON’s commitment and describes the activities that TRATON has implemented for the protection of human rights. A central element of our risk management is the risk analysis. We conduct a human rights-related risk assessment in our own operations on a regular basis (as well as ad hoc when needed). Taking into account the results of a generic risk assessment questionnaire as well as the analysis of internal and external sources (e.g., audit reports and external studies), relevant entities are categorized into three levels of human rights risk exposure (higher, medium, or low risk). For the higher risk entities, we conduct workshops with local experts from different departments in order to identify more concrete human rights risks. Going forward, we are planning to validate and refine the risk assessment annually (to ensure that it is consistent, complete, and up-to-date) and identify specific areas for further analysis (ad hoc). The results of the risk assessment are analyzed in the context of our Human Rights Management System and matched with the implemented human rights measures, and potential gaps are addressed by additional measures and controls, if needed. However, the protection of human rights does not only apply to operations within our Company, but also to the conduct of and toward suppliers and business part- ners. We ask our suppliers and business partners to also factor human rights risks into the equation when selecting their own suppliers and business partners. Our expectations toward suppliers and business partners with regard to human rights are described in the Code of Conduct for Suppliers and Business Partners. In order to strengthen sustainability requirements in supplier relationships and address the topic of human rights in addition to ecological aspects, our brands have established their own approaches. A central tool in this area is the sustainability rating (S-Rating) system, which is used at Scania, MAN, and VWTB. Navistar is currently onboarding its suppliers to the S-Rating system. The S-Rating is used to check suppliers’ sustainability performance and to identify oppor- tunities for continuous improvement. By tying sustainability performance directly to eligibility for being awarded contracts of a certain volume and higher, together with the Volkswagen Group we are aiming to send a signal to our suppliers and partners to encour- age collaboration so as to allow sustainability aspects to permeate the supply chain. The primary objective is not to exclude suppliers from the supply chain, but rather to empower suppliers whose performance is not yet satisfactory to achieve the rating. 2 Na vistar is not included in these figures. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 101 ===== SIDA 102 ===== Any suspected violation of human rights can be reported through the TRATON GROUP’s whistleblower channels. Violations of human rights are defined in TRATON’s Policy on Internal Investigations as serious regulatory violations. Human rights are also part of the ongoing compliance monitoring system, including reporting to relevant stakeholders, such as the TRATON Executive Board, and continuous improvement of measures related to human rights, such as due diligence processes, issuing internal policies, training, and communication measures. Additionally, we are continuously reviewing specific requirements of new regulations, such as the supply chain due diligence law in Germany. This will serve as the basis to further refine and enhance our activities for the protection of human rights. EU Taxonomy disclosures 1. Background and objectives Under the European Green Deal, the European Union ( EU) has put the issues of climate change mitigation, environmental protection, and sustainability at the center of its polit- ical agenda. It has defined the goal of achieving climate neutrality by 2050. In this context, the EU published the Strategy on Financing the Transition to a Sustainable Economy in 2021 in order to support the financing of the transformation to a sustainable economy. This strategy is based on the 2018 EU action plan on financing sustainable growth. It aims to reorient capital flows toward sustainable investments, mainstream sustainability into risk management, and foster transparency and long-termism. The action plan consists of ten actions and has as its core Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 (Regulation 2020/852)1, as well as the related delegated acts (hereinafter referred to collectively as “EU Taxonomy”). The EU Taxonomy is a classification system for sustainable economic activities. Economic activities that fall under the EU Taxonomy, and are thus taxonomy-eligible, are those that are described in the delegated acts and for which technical screening criteria are avail- able for one of the six environmental objectives. Economic activities are deemed to be environmentally sustainable, and thus taxonomy-aligned, if they make a substantial contribution to the achievement of at least one of six environmental objectives (“sub - stantial contribution”), do not significantly harm ( DNSH) one or more environmental objectives (substantial contribution and DNSH are together referred to as “technical screening criteria”), and also meet certain minimum safeguards that apply to all eco - nomic activities with a primary focus on human rights and social and labor standards. The six environmental objectives relate to: – Climat e change mitigation – Climat e change adaptation – The sustainable use and pr otection of water and marine resources – The t ransition to a circular economy – P ollution prevention and control – The pr otection and restoration of biodiversity and ecosystems All other economic activities are taxonomy-non-eligible economic activities. 2. Reporting on fiscal year 2023 For fiscal year 2023, the TRATON GROUP is reporting for the first time on all environmen- tal objectives in accordance with Article 8 of Regulation 2020/852 and Article 10(4) of the Delegated Regulation on Article 8 of the aforementioned Regulation. In addition to climate change mitigation and adaptation, four further environmental objectives have now been defined: the sustainable use and protection of water and marine resources, the transition to a circular economy, pollution prevention and control, and the protection and restoration of biodiversity and ecosystems. The EU Taxonomy contains wording and terms that are subject to interpretation uncer - tainties and could lead to changes in the reporting if they are subsequently clarified by the EU. There is a risk that the reported key performance indicators have to be assessed differently. The TRATON GROUP’s interpretation is presented in the following. 3. Economic activities of the TRATON GROUP With its Scania, MAN, Navistar, and Volkswagen Truck & Bus brands, the TRATON GROUP is one of the world’s leading manufacturers of commercial vehicles. Its portfolio includes trucks, buses, and light-duty commercial vehicles, as well as related financial services. It is divided into two business areas: Industrial Business (TRATON Operations) and Financial Services (TRATON Financial Services). 1 Regulation (EU) 2 020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment, and amending Regulation (EU) 2019/2088 Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 102 ===== SIDA 103 ===== 3.1 Taxonomy-eligible economic activities The TRATON GROUP’s economic activities were analyzed based on its business model as a manufacturer of commercial vehicles and fall under code C.29.1 (Manufacture of motor vehicles and motor vehicle engines) of the EU’s Statistical Classification of Economic Activities (NACE). In terms of the “climate change mitigation” environmental objective pursuant to Annex I to Regulation 2020/852, this means that the economic activities related to the manufac- ture, repair, maintenance, retrofitting, or upgrade of vehicles are allocated to economic activity 3.3 “Manufacture of low-carbon technologies for transport.” The allocation of economic activity is independent of the drive technology of the underlying vehicle. In detail, the manufacture and related selling activities for all new and used vehicles (including the sale of leased used vehicles) as well as financial services are allocated to economic activity 3.3 under the “climate change mitigation” environmental objective. In addition, service activities such as maintenance and repair, including the genuine parts used for this purpose, are also allocated to this economic activity. In contrast, eco- nomic activities where TRATON acts as dealer of vehicles or as supplier of components and parts for non-battery electric vehicles are assigned to the taxonomy-non-eligible activities. They relate to economic activities for vehicles not manufactured internally being sold by the TRATON GROUP brands as well as those in connection with the “Engines, powertrains, and parts deliveries” sales revenue item. Hedging transactions and individual activities that are reported in the “Other sales rev - enue” item in the Consolidated Financial Statements as of December 31, 2023, do not conform to the descriptions of economic activities in the delegated acts and are therefore classified as taxonomy-non-eligible. In the course of an analysis of economic activity within the framework of the EU Taxon- omy, no activities were identified for TRATON that specifically account for any of the five other environmental objectives. However, the dynamic evolution of EU Taxonomy rules may lead to modifications of economic activities in the future. 3.2 Taxonomy-aligned economic activities Substantial contribution The criteria for assessing the substantial contribution of economic activity 3.3 defined in Annex I to Regulation 2020/852 are based on the relevant vehicle classes and the associated CO2 emissions and drive technologies. For the TRATON GROUP, all internally produced, all-electric vehicles ( BEVs) meet the criteria for a significant contribution. In addition, buses manufactured internally that met the requirements of the Euro 6 Stage E standard (Euro 6e buses) also counted toward the technical criteria for assessing the substantial contribution of economic activity 3.3 until December 31, 2022. This means that economic activities associated with BEVs made a significant contribution to climate change mitigation in the fiscal year. The prior-period comparative figures also contain economic activities connected with Euro 6e buses. DNSH criteria The analysis of the DNSH criteria was conducted at the level of the relevant sites. In addi- tion to production sites, component plants and research and development units that are associated with vehicles that meet the technical screening criteria for substantial con - tribution, or will do so in the next five years, were also analyzed. The majority of the sites included in the analysis are located in countries within the EU, in the USA, and in South America. The EU Taxonomy is subject to interpretation uncertainties with regard to the DNSH criteria and goes beyond the requirements applicable to ongoing business oper - ations to some extent. In addition, the application of the EU Taxonomy to sites outside the EU leads to particular challenges due to the different legal situations that may apply there. The assessment of the DNSH criteria was based on the requirements applicable in the EU in 2023 for ongoing business operations as well as on internal policies and processes. Country-specific requirements and internal processes were used for sites outside the EU. The assessment of the DNSH criteria was completely positive for the sites of the brands included in the analysis that operate in the European Economic Area. With the exception of the DNSH criterion on pollution prevention and control, the assessment of the DNSH criteria was also positive for all other sites. The TRATON GROUP’s approach to assessing the DNSH criteria is presented in detail in the following. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 103 ===== SIDA 104 ===== Climate change adaptation A climate risk and vulnerability assessment was performed to identify sites that could be impacted by physical climate risks. The assessment of the chronic and acute physical climate risks analyzed was performed in line with the useful life of the relevant assets in relation to economic activity 3.3. TRATON’s climate-based DNSH assessment is based on Shared Socioeconomic Pathway (SSP) 8.5 of the 6th Assessment Report of the Intergov- ernmental Panel on Climate Change ( IPCC) up to the year 2050 and thus assumes the highest expected CO2 concentration according to the IPCC. In addition, risk-specific anal- yses were conducted with additional data sources based on the exact locations. Identified threats were assessed for relevance in the local environment, and any necessary risk mitigation measures were developed. The sustainable use and protection of water and marine resources Environmental impact assessments, ISO 14001 certificates, local legislation, internal pol- icies and processes, and other external data sources were used to analyze compliance with the DNSH criterion. To achieve good water status and good ecological potential, risks of environmental damage related to maintaining water quality and avoiding water scarcity were identified and analyzed. Countermeasures are initiated at sites with an increased risk. The transition to a circular economy Sustainability is a firmly established concept within the TRATON GROUP brands. The transition to a circular economy is defined in the strategic focus areas specified by TRATON. Specifically, a review was carried out at the level of the brand in question to determine the extent to which local legislation or internal rules cover the specific require- ments. Pollution prevention and control In order to be considered environmentally sustainable, an economic activity cannot result in a substantial increase in air, water, or ground pollution compared to the levels before it began. The automotive industry is already extremely regulated on the whole — among other things, this is reflected in the publicly accessible Global Automotive Declarable Substance List (GADSL). Implemented approval and control processes are designed to ensure compliance with the legal requirements and internal regulations applicable to ongoing business operations. In this context, we are already addressing the use of alter- native substances in our analyses and assessments. The European Commission amended the DNSH criteria in the EU Taxonomy in July 2023. There is interpretation uncertainty as to the impact that changes in the requirements for internal substitution testing processes for substances of very high concern ( SVHCs) may have on the 2023 reporting period. TRATON already has regulations and processes in place that generally aim to avoid and substitute SVHCs. Taking these as our basis, we review the ingredients contained in and the suppliers of production-related process materials and vehicle-related components of all-electric vehicles as part of our analyses to review the substitutability of SVHCs, taking into account technical and economic criteria, among others. For brand sites that only operate outside the European Economic Area, it was not possible to provide evidence of compliance with the new requirements due to, among other factors, an insufficient lead time for implementation. By contrast, the review of the new requirements was pos- itive for sites of the brands operating in the European Economic Area, as they already have intercompany processes, agreements, and standards for identifying, assessing, approving, and substituting SVHCs. The protection and restoration of biodiversity and ecosystems To verify compliance with the requirements governing biodiversity and ecosystems, the relevant areas were identified using various information sources (including Natura 2000 areas and environmental impact assessments). To the extent that biodiversity-sensitive areas are close to a site, an assessment of the associated risks and impacts on the area was performed. If necessary, compensatory or remedial measures are taken to ensure that the business activity has no significant impact on the conservation objectives of the protected area. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 104 ===== SIDA 105 ===== Minimum safeguards Minimum safeguards ensure compliance with the OECD Guidelines for Multinational Enterprises and the United Nations Guiding Principles on Business and Human Rights, including the fundamental principles and rights from the eight core conventions set out in the International Labour Organization’s ( ILO) Declaration on Fundamental Principles and Rights at Work, and the guiding principles from the International Bill of Human Rights. The analysis was based on the recommendations on minimum safeguards issued by the Platform on Sustainable Finance in October 2022. They require TRATON to have in place effective processes, controls, and compliance measures with regard to the fol- lowing four core topics: – Human r ights, including workers’ rights – Br ibery/corruption – T axation – F air competition TRATON is guided by the implementation of its duty to ensure respect for human rights as required by the UN Guiding Principles on Business and Human Rights and the OECD Guidelines for Multinational Enterprises. This is reflected in various Group-wide policies and the TRATON Code of Conduct. Additionally, TRATON recognizes the International Bill of Human Rights and bases its approach to human rights issues on the UN Guiding Prin- ciples on Business and Human Rights and the ILO core conventions. Regular risk analyses identify, assess, and take action to prevent, terminate, and mitigate negative impacts in our own business activities and within the supply chain. The effec - tiveness of the implementation of the underlying regulations is reviewed with the help of the internal control system (ICS). Regular Group-wide communication relating to com- pliance and integrity takes place across hierarchical levels and brands using various channels and promotes employee awareness of ethical behavior. In addition, TRATON has various whistleblower channels for reporting violations at any time, in all languages, and anonymously if desired. As a result, TRATON ensures that the minimum safeguard requirements are met. 4. Key performance indicators pursuant to the EU Taxonomy The key performance indicators (KPIs) for fiscal year 2023 included the taxonomy-aligned turnover, capital expenditure (capex), and operating expenditure (opex) of the TRATON GROUP. Only transactions with third parties have been taken into account. Turnover, capital expenditure, and operating expenditure relate in full to the “climate change mit- igation” environmental objective. To determine the percentages, the taxonomy-eligible and taxonomy-aligned turnover, capital expenditure, and operating expenditure were each set in relation to total turnover, total capital expenditure, and total operating expenditure within the meaning of the EU Taxonomy. The tables required by the EU Taxonomy are shown at the end of the chapter. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 105 ===== SIDA 106 ===== 4.1 Turnover Turnover Substantial contribution to climate change mitigation Compliance with DNSH criteria Compliance with minimum safeguards Taxonomy-aligned turnover 2023 € million %1 € million %1 Y/N Y/N € million %1 A. Taxonomy-eligible activities 3.3 Manufacture of low-carbon technologies for transport 44,085 94% 645 1% Y/N Y 439 1% B. Taxonomy-non-eligible activities 2,787 6% Total (A+B) 46,872 1 The per centage amount shown relates to the total turnover as defined by the EU Taxonomy. Turnover was calculated on the basis of the sales revenue (denominator) reported in the income statement for the period from January 1 to December 31, 2023, in the Consolidated Financial Statements as of December 31, 2023, which amounted to €46.9 billion in fiscal year 2023. Economic activity 3.3 accounted for €44.1 billion of this total, or 94% of the TRATON GROUP’s sales revenue, which was classified as taxonomy-eligible turnover. This includes in particular revenue from the sale, lease, and financing of new and used vehicles man- ufactured internally, as well as revenue from genuine parts and workshop services. By contrast, revenue from the sale of vehicles that are not manufactured internally or reve- nue under the “Engines, powertrains, and parts deliveries” item is not included. Other taxonomy-non-eligible sales revenue is contained in the “Other sales revenue” item in the Consolidated Financial Statements as of December 31, 2023. Taking into account the technical screening criteria and the minimum safeguards, taxonomy-aligned turnover amounted to €439 million, or 1% of the TRATON GROUP’s sales revenue, in 2023. The change in taxonomy-aligned turnover is due largely to the fact that buses manufactured internally that met the requirements of the Euro 6 Stage E standard no longer met the criteria for a substantial contribution in 2023, and that evidence of the DNSH criterion for pollution prevention and control could no longer be provided for certain sites (details are contained in the “Pollution prevention and control” section). By contrast, taxonomy-aligned turnover from battery electric new vehicles increased. The following table contains a breakdown of taxonomy-aligned turnover: € million 2023 2022 Taxonomy-aligned turnover from battery electric new vehicles 424 300 Taxonomy-aligned turnover from non-battery electric new vehicles – 186 Other taxonomy-aligned turnover 15 11 Total 439 496 Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 106 ===== SIDA 107 ===== 4.2 Capital expenditure Capital expenditure Substantial contribution to climate change mitigation Compliance with DNSH criteria Compliance with minimum safeguards Taxonomy-aligned capital expenditure 2023 € million %1 € million %1 Y/N Y/N € million %1 A. Taxonomy-eligible activities 3.3 Manufacture of low-carbon technologies for transport 4,308 98% 602 14% Y/N Y 505 11% B. Taxonomy-non-eligible activities 106 2% Total (A+B) 4,414 1 The per centage amount shown relates to the total capital expenditure as defined by the EU Taxonomy. Capital expenditure was determined on the basis of additions and additions from busi- ness combinations to intangible assets (see Note “17. Intangible assets” to the Consol- idated Financial Statements), property, plant, and equipment (see Note “18. Property, plant, and equipment, right-of-use assets under IFRS 16, and lease liabilities”), and assets leased out (see Note “19. Assets leased out”) contained in the Consolidated Finan- cial Statements as of December 31, 2023, which amounted to €4.4 billion in fiscal year 2023. Additions to goodwill were not included in the denominator. Economic activity 3.3 accounted for €4.3 billion of this total, or 98% of the TRATON GROUP’s capital expenditure classified as taxonomy-eligible. This includes in particular capital expenditure related directly to taxonomy-eligible economic activities. Capital expenditure on administration or distribution primarily benefits taxonomy-eligible eco- nomic activities and has therefore been included. By contrast, capital expenditure incurred in connection with vehicles not manufactured internally or the business with engines, powertrains, and parts deliveries is taxonomy-non-eligible. Also excluded is capital expenditure on investment property, since it is not economically required by TRATON to manufacture low-carbon technologies for transport. Taking into account the technical screening criteria and the minimum safeguards, taxonomy-aligned capital expenditure amounted to €505 million, or 11% of the TRATON GROUP’s capital expenditure, in 2023. Where possible, capital expenditure was allocated directly to BEVs. Capital expenditure that could not be allocated directly was taken into account ratably using brand-specific allocation keys. The allocation keys are based on the five-year planning approved by the Executive Board and represent the ratio of planned five-year production of BEVs to planned total production over five years. In the same way as turnover, the change in taxonomy-aligned capital expenditure is due largely to the fact that buses manufactured internally that met the requirements of the Euro 6 Stage E standard no longer met the criteria for a substantial contribution in 2023, and that evidence of the DNSH criterion for pollution prevention and control could no Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 107 ===== SIDA 108 =====