FULLTEXT DEL 3 AV 7
Årsredovisning 2025
132 TRATON GROUP 2025 Annual Report
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4. Takeover-related disclosures in accordance with sections 289a and 315a of the HGB
Composition of subscribed capital
The subscribed capital (share capital) of TRATON SE amounts to €500,000,000 and is composed of 500,000,000 no -par value bearer shares with a notional
value of €1.00 each. All shares convey the same rights. Information on the composition of subscribed capital can be found in the corresponding sections on
equity in the annual and consolidated financial statements.
Significant shareholdings in TRATON SE
The largest single shareholder of TRATON SE is Volkswagen International Luxemburg S.A., Strassen, Luxembourg, a Volkswagen Group company, which held
87.52% of the share capital as of the December 31, 2025, reporting date. Disclosures on indirect interests in the capital of TRATON SE that are over the
threshold of 10% of voting rights attributed in accordance with sections 34f of the Wertpapierhandelsgesetz (WpHG — German Securities Trading Act) are
explained in the overview below:
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Porsche Piech Holding GmbH,
Salzburg, Austria
Dr. Hans-Michel Piëch,
born 01/10/1942
Mag. Josef Ahorner,
born 03/26/1960
– Dr. Wolfgang Porsche, born 05/10/1943;
– Dr. Dr. Christian Porsche, born 03/21/1974;
– Dipl.-Design. Stephanie Porsche-Schröder,
born 02/11/1978;
– Ferdinand Rudolf Wolfgang Porsche, born
04/14/1993;
– Felix Alexander Porsche, born 02/15/1996;
– Gerhard Anton Porsche, born 06/05/1938;
– Dr. Ferdinand Oliver Porsche, born
03/13/1961;
– Mag. Mark Philipp Porsche, born
09/17/1977;
– Kai Alexander Porsche, born 12/14/1964;
– Dr. Geraldine Porsche, born 07/22/1980;
– Peter Daniell Porsche, born 09/17/1973;
– Diana Porsche, born 03/03/1996
– Andreas Johann Kiesling, BA, MA, born
08/29/1989
– Hubertus Josef Kiesling, BSc, born
09/23/1992
– Dr. Wolfgang Porsche, born 05/10/1943;
– Dr. Dr. Christian Porsche, born 03/21/1974;
– Dipl.-Design. Stephanie Porsche-Schröder,
born 02/11/1978;
– Ferdinand Rudolf Wolfgang Porsche, born
04/14/1993;
– Felix Alexander Porsche, born 02/15/1996
Ferdinand Porsche Familien-Privatstiftung Familie WP Holding GmbH
Ferdinand Porsche Familien-Holding GmbH
Ferdinand Alexander Zweite Porsche GmbH
Porsche Gesellschaft m.b.H. Dr. Hans-Michel Piëch GmbH Ahorner Holding GmbH Ferdinand Alexander Porsche GmbH
Porsche Gesellschaft mit
beschränkter Haftung
HMP Vermögensverwaltung
GmbH
Ahorner GmbH Familie Porsche Beteiligung GmbH
Porsche Automobil Holding SE
Volkswagen AG
Volkswagen Finance Luxemburg S.A.
Volkswagen International Luxemburg S.A.1
1 Direct shareholder of TRATON SE
TRATON SE has not been notified of, nor is it aware of, further existing direct or indirect interests in the capital of the company that exceed the relevant
threshold of 10% or the relevant thresholds of the WpHG. Current notifications of voting rights can be downloaded at https://ir.traton.com/en/financial-
news/. The free float was 12.48% as of the December 31, 2025, reporting date.
Restrictions on voting rights
Each TRATON SE share conveys one vote at the Annual General Meeting and is relevant for determining the shareholders’ interes t in the earnings of the
company. This does not apply to treasury shares held by the company, which do not convey any rights for the company. In cases of section 136 of the
Aktiengesetz (AktG — German Stock Corporation Act), voting rights from the affected shares are excluded by law.
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Statutory provisions and provisions of the Articles of Association governing the appointment and dismissal of the Executive Board
and amendments to the Articles of Association
The appointment and dismissal of members of the company’s Executive Board is governed by Articles 39 (2) and 46 of the SE Regulation in conjunction
with sections 84 and 85 of the AktG and Article 8 of the company’s Articles of Association. These state that the Executive Board must consist of at least two
persons. In other respects, the Supervisory Board determines the number of members of the Executive Board. The members of the Executive Board are
appointed for a period of up to five years. If the Executive Board consists of more than three persons, it mu st include at least one woman and at least one
man (section 16 (2) of the SE-Ausführungsgesetz (SEAG — German SE Implementation Act). Members of the Executive Board may be reappointed. The Su-
pervisory Board is entitled to revoke the appointment of a member of the Executive Board for cause (Article 39 (2) of the SE Regulation, section 84 of the
AktG).
Amendments to the company’s Articles of Association are resolved by the Annual General Meeting and are governed by Article 59 of the SE Regulati on,
section 51 of the SEAG, sections 179ff. of the AktG, and the Articles of Association. Unless otherwise required by law, amendments to the Articles of Associa-
tion require a majority of two-thirds of the valid votes cast or, if at least half of the share capital is represented, a simple majority of the valid votes cast (Article
59(1), (2) of the SE Regulation in conjunction with section 51 of the SEAG, Article 21 (1) of the Articles of Association). If the law prescribes a capital majority in
addition to a majority of votes for resolutions of the Annual General Meeting, a simple majority of the share capital represented at the time the resolution is
adopted is sufficient, to the extent permitted by law. The majority requirement set out in section 103 (1) sentence 2 of the AktG remains unaffected.
In accordance with Article 13 (4) of the company’s Articles of Association, the Supervisory Board may pass resolutions to amend the Articles of Association
that alter only its wording. Additionally, in accordance with Article 5 (3) of the company’s Articles of Association, the Supervisory Board is authorized to
amend the wording of Article 5 of the Articles of Association following the complete or partial implementation of the capital increase from Authorized
Capital 2023 or after the expiration of the authorization period, in line with the scope of the capital increase.
Powers of the Executive Board, in particular to issue new shares and repurchase shares
The powers of the Executive Board are governed by Article 39 of the SE Regulation in conjunction with sections 77ff. of the AktG and Article 9 of the Articles
of Association of the company. These provisions require the Executive Board to manage the company independently and to represent the company both in
court and otherwise.
In accordance with Article 5 (3) of the Articles of Association, the Executive Board is authorized to increase the company’s share capital on one or several
occasions by a total of up to €200,000,000 by issuing up to 200,000,000 no -par value bearer shares on a cash and/or noncash basis on or before May 31,
2028, subject to the Supervisory Board’s approval (Authorized Ca pital 2023). The dividend entitlement of new shares can be determined contrary to the
provisions of section 60 (2) of the AktG. Shareholders must be granted preemptive rights unless the Executive Board makes use of one of the following
authorizations to disapply preemptive rights, with the consent of the Supervisory Board. The new shares may also be underwritten by a credit institution or
an entity operating pursuant to section 53 (1) sentence 1 of the Kreditwesengesetz (KWG — German Banking Act) or section 53b (1) sentence 1 or (7) of the
KWG (financial institution) to be designated by the Executive Board, or by a consortium of such credit or financial institutions, with the obligation to offer
them for sale to shareholders of the company. The Executive Board is authorized, with the consent of the Supervisory Board, to disapply shareholders’
preemptive rights in the following cases:
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a) To settle fractions resulting from a capital increase
b) To the extent necessary to grant holders or creditors of convertible loan agreements or bonds with warrants, as well as conve rtible profit participation
rights, issued by the company and/or its direct or indirect majority investees a preemptive right to new shares in the amount to which they would be
entitled following the exercise of their options or conversion rights or after meeting their exercise of option or conversion obligations
c) If the new shares are issued against cash contributions and the issue price of the new shares is not materially lower than th e quoted market price of
existing listed shares of the company at the date when the issue price is finally determined, which should be as close as possible to the placement of the
shares. However, this authorization to disapply preemptive rights applies only to the extent that the notional amount of the share capital attributable to
the shares issued with preemptive rights disapplied in accordance with section 186 (3) sentence 4 of the AktG does not exceed a total of 10% of the share
capital, meaning neither the share capital existing when this authorization takes effect, nor the share capital existing at the date when this authorization
is exercised. Shares that (i) are sold or issued, with preemptive rights disapplied, during the term of this authorization up to the date of its exercise on the
basis of other authorizations in direct application, or application with the necessary modifications, of section 186 (3) sentence 4 of the AktG, or (ii) shares
that were issued or will be issued, with preemptive rights disapplied, to settle bonds or profit participation rights with co nversion or exercise rights or
obligations will be counted toward this limit, to the extent that the bonds or profit participation rights were issued during the term of this authorization
up to the date of its exercise, in application, with the necessary modifications, of section 186 (3) sentence 4 of the AktG.
d) To the extent that the capital increase is implemented to grant shares against noncash contributions, in particular for the purposes of acquiring compa-
nies, parts of companies, or investments in companies, or other assets
The Executive Board is also authorized to define further details of the capital increase and its implementation, with the con sent of the Supervisory Board.
The Supervisory Board is authorized to amend the wording of Article 5 of the Articles of Association following the complete or partial implementation of
the capital increase from Authorized Capital 2023 or after the expiration of the authorization period, in line with the scope of the capital increase.
Additionally, under Article 5 (4) of the company’s Articles of Association, the company’s share capital may also be increased by up to €50,000,000 on a
contingent basis through the issue of up to 50,000,000 bearer shares (no-par value shares) (Contingent Capital 2023). The sole purpose of Contingent Capital
2023 is to issue new shares to the holders/creditors of bonds which are issued by the company or by other companies in which the company directly or
indirectly holds a majority interest up to May 31, 202 8, in accordance with a resolution passed by the shareholders under item 10.2 of the agenda for the
meeting of June 1, 2023, in the event that conversion and/or option rights are exercised or conversion or option exercise obl igations are settled or the
company makes use of its right to grant shares in the company, either in full or in part, in lieu of payment of the respective cash amount. The shares are
issued at the conversion or option price to be determined in accordance with the aforementioned resoluti on. The contingent capital increase will only be
implemented to the extent that conversion rights or options are exercised or conversion or option exercise obligations are settled, or the company exercises
its right to grant shares of the company, either in full or in part, in lieu of payment of the cash amount due, and to the extent that other instruments are not
used to settle the conversion rights or options.
The new shares carry dividend rights from the beginning of the fiscal year in which they are issued. To the extent permitted by law, the Executive Board may,
with the consent of the Supervisory Board, determine the dividend rights in derogation of the abov e and of section 60 (2) of the AktG, including for a fiscal
year that has already closed. The Executive Board is authorized to define further details of the implementation of the contin gent capital increase, with the
consent of the Supervisory Board.
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In addition, by virtue of the resolution of the Annual General Meeting on June 1, 2023, the Executive Board may, in the perio d up to May 31, 2028, acquire
treasury shares up to a total of 10% of the share capital existing at the time of the resolution or, if this value is lower, of the share capital existing at the time
this authorization is exercised. The acquired shares, together with other treasury shares held by TRATON SE or attributable to it in accordance with sections
71a ff. of the AktG, may at no time account for more than 10% of the share capital. The treasury shares acquired on the basis of the authorization resolved by
the Annual General Meeting on June 1, 2023, or an earlier authorization may be used for any permissible purpose, in particular the purposes specified in the
authorization of the Annual General Meeting, with the approval of the Supervisory Board and with preemptive rights disapplied. In addition, treasury shares
may be acquired through the use of derivatives in the period up to May 3 1, 2028, on the basis of the further authorization resolved at the Annual General
Meeting on June 1, 2023. Acquisitions of shares using derivatives are limited to a maximum of 5% of the share capital existin g at the time of the resolution
by the Annual General Meeting or, if this value is lower, at the time the authorization is exercised. The acquired shares also count toward the aforementioned
10% limit of the authorization to acquire treasury shares resolved by the Annual General Meeting. For the relevant details of the authorization to acquire
treasury shares, please refer to the resolutions proposed by the Executive Board and Supervisory Board on agenda items 11 and 12 of our Annual General
Meeting on June 1, 2023, that were published in the Bundesanzeiger (the Federal Gazette) on April 17, 2023.
Material agreements of TRATON SE that are subject to a change of control as a result of a takeover bid
As of December 31, 2025, TRATON SE had taken out bilateral loan agreements in the amount of €1.75 billion. The agreements grant the lenders in question
the right to terminate the contract in line with standard market practice in the event of a change of control. A change of co ntrol is considered to have
occurred if Volkswagen AG no longer holds more than 50% of the shares or voting rights in TRATON SE, either directly or indirectly. A syndicated multi -
currency revolving credit facility agreement with a banking consortium with a credit line of €4.5 billion and Schuldscheindarlehen agreements with a total
volume of €350 million are also in place. Both of these grant the lenders the right to terminate the agreements in the event that Volkswagen AG ceas es to
be a controlling company of TRATON SE within the meaning of section 17 of the Aktiengesetz (AktG — German Stock Corporation Act). In addition, a bilateral
loan agreement with the European Investment Bank (EIB) in the amount of €50 0 million to finance the TRATON Modular System (TMS) has been in place
since December 2025. In the event that Volkswagen AG is no longer the controlling company of TRATON SE within the meaning of section 17 of the AktG,
the agreement provides for a termination right for the lender.
Under the EMTN program, TRATON Finance Luxembourg S.A. has issued bonds in various currencies, including euro, Swedish kronor , sterling, and Swiss
francs, since 2021. As of December 31, 2025, the volume of bonds outstanding under the EMTN program totaled a nominal amount equivalent to approxi-
mately €11.6 billion. All bonds are guaranteed by TRATON SE. In the event of a change of control (defined as obtaining any form of direct or indirect legal or
beneficial ownership or any form of direct or indirect legal or beneficial power of disposition (as described in sect ion 34 of the Wertpapierhandelsgesetz
(WpHG — German Securities Trading Act) for a total of more than 50% of the shares of TRATON SE that carry voting rights) and the subsequent deterioration
of TRATON SE’s credit rating within 120 days of the change of co ntrol taking effect, creditors of the bonds outstanding under the EMTN program have the
right to demand that TRATON Finance Luxembourg S.A. buy them back. More detailed information on the bonds and their terms can be found on the
company’s website at https://ir.traton.com/en/bonds/.
There has also been an AMTN program in place since 2025 under which TRATON Finance Luxembourg S.A. can issue bonds in the amount of AUD 5.0 billion.
The terms of the bonds state that all bonds would be guaranteed by TRATON SE. In the event that bonds are issued, it cannot b e ruled out that change-of-
control arrangements will also be agreed. More detailed information on the bonds and their terms can be found on the company’s website at https://ir.tra-
ton.com/en/bonds/. No bonds had been issued under the AMTN program as of December 31, 2025.
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In addition, there is a revolving credit facility agreement, among others, in the overall amount of €4. 0 billion in place with Volkswagen AG. Although the
agreement does not contain a contractual provision for the event of a change of control over TRATON SE, Volkswagen AG is auth orized to terminate the
revolving credit facility agreement at any time and without cause. In the event that Volkswagen AG ceases to be a direct or indirect controlling company of
TRATON SE, it cannot be ruled out that Volkswagen AG exercises this termination right. In addition, there are other agreements, in particular guarantee lines
with financial institutions under which it can be assumed, even without contractual provisions, that the relevant contracting parties could effectively termi-
nate the agreement in question and/or require additional collateral in the event of a change of control.
Other takeover-related disclosures, in particular compensation agreements of the company
Employees who hold shares in TRATON SE exercise the rights associated with these shares in the same way as other shareholders in accordance with the
statutory provisions and the provisions of the Articles of Association. The company has not entered into any compensation agreements with members of
the Executive Board or employees in the event of a takeover bid.
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3
CONSOLIDATED
FINANCIAL
STATEMENTS
Income Statement 139
Statement of Comprehensive Income 140
Balance Sheet 142
Statement of Changes in Equity 144
Statement of Cash Flows 146
Notes to the Consolidated
Financial Statements 148
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CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2025
Income Statement
of the TRATON GROUP for the period from January 1 to December 31
€ million
Note
TRATON GROUP
2025 2024
Sales revenue [1] 44,052 47,473
Cost of sales [2] –35,630 –37,373
Gross profit 8,421 10,100
Distribution expenses [2] –3,835 –3,813
Administrative expenses [2] –1,645 –1,710
Net impairment losses on financial assets [28/29] –143 –132
Other operating income [3] 1,386 1,678
Other operating expenses [3] –1,758 –1,915
Operating result 2,426 4,209
Share of earnings of equity-method investments [12] 215 238
Interest income1 [4] 235 317
Interest expense1 [4] –656 –808
Other financial result [5] –196 –387
Financial result –402 –639
Earnings before tax 2,024 3,569
Income taxes [6] –479 –766
current –728 –978
deferred 249 212
Earnings after tax 1,545 2,803
shareholders of TRATON SE 1,547 2,804
noncontrolling interests –2 –1
Earnings per share in € (diluted/basic) [7] 3.09 5.61
1 Prior-year period adjusted, see Note 1. Basis of preparation — Accounting policies — Prior-period information
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Statement of Comprehensive Income
of the TRATON GROUP for the period from January 1 to December 31
€ million Note 2025 2024
Earnings after tax 1,545 2,803
Pension plan remeasurements recognized in other comprehensive income – –
Pension plan remeasurements recognized in other comprehensive income, before tax [24] 128 32
Deferred taxes relating to pension plan remeasurements recognized in other comprehensive income –34 –12
Pension plan remeasurements recognized in other comprehensive income, net of tax 95 20
Fair value measurement of other equity investments – –
Fair value measurement of other equity investments, before tax [28] 91 –132
Deferred taxes relating to the fair value measurement of other equity investments –13 18
Fair value measurement of other equity investments, net of tax 78 –114
Share of other comprehensive income of equity-method investments that will not be reclassified subsequently to profit or loss, net of tax [12] 1 1
Items that will not be reclassified subsequently to profit or loss 174 –92
Currency translation differences
Unrealized currency translation gains/losses –56 –388
Transferred to profit or loss 2 0
Currency translation differences, before tax –54 –388
Deferred taxes relating to currency translation differences 0 1
Currency translation differences, net of tax –54 –387
Cash flow hedges – –
Fair value changes recognized in other comprehensive income [28] 81 –84
Transferred to profit or loss [28] –32 24
Cash flow hedges, before tax 49 –60
Deferred taxes relating to cash flow hedges –17 21
Cash flow hedges, net of tax 33 –40
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€ million Note 2025 2024
Cost of hedging
Cost of hedging recognized in other comprehensive income [28] –10 –1
Transferred to profit or loss [28] 15 –3
Cost of hedging, before tax 6 –4
Deferred taxes relating to cost of hedging –2 2
Cost of hedging, net of tax 4 –3
Share of other comprehensive income of equity-method investments that will be reclassified subsequently to profit or loss, net of tax [12] –12 6
Items that will be reclassified subsequently to profit or loss –30 –424
Other comprehensive income, before tax 209 –545
Deferred taxes relating to other comprehensive income –65 29
Other comprehensive income, net of tax 144 –516
Total comprehensive income 1,688 2,288
shareholders of TRATON SE 1,690 2,288
noncontrolling interests –2 –1
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Balance Sheet
Assets of the TRATON GROUP as of December 31, 2025, and December 31, 2024
€ million
Note
TRATON GROUP
12/31/2025 12/31/2024
Noncurrent assets
Goodwill [8] 5,967 6,154
Intangible assets [9] 7,664 7,389
Property, plant, and equipment [10] 10,111 9,646
Assets leased out [11] 5,316 5,168
Equity-method investments [12] 1,770 1,641
Other equity investments [13] 83 139
Noncurrent income tax receivables 156 130
Deferred tax assets [6] 2,552 2,604
Noncurrent financial services receivables [14] 10,571 9,090
Other noncurrent financial assets [15] 594 516
Other noncurrent receivables [16] 234 266
45,019 42,744
Current assets
Inventories [17] 7,016 7,532
Trade receivables [18] 3,126 3,096
Current income tax receivables 417 293
Current financial services receivables [14] 7,335 6,894
Other current financial assets [15] 891 825
Other current receivables [16] 1,570 1,576
Marketable securities and investment deposits 22 46
Cash and cash equivalents [19] 2,805 2,542
23,183 22,804
Total assets 68,202 65,547
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Equity and liabilities of the TRATON GROUP as of December 31, 2025, and December 31, 2024
€ million
Note
TRATON GROUP
12/31/2025 12/31/2024
Equity [20]
Subscribed capital 500 500
Capital reserves 12,195 12,495
Retained earnings 9,054 8,135
Accumulated other comprehensive income –3,115 –3,293
Equity attributable to shareholders of TRATON SE 18,633 17,838
Noncontrolling interests 3 6
18,636 17,844
Noncurrent liabilities
Noncurrent financial liabilities [21] 17,103 15,759
Provisions for pensions and other post-employment benefits [24] 1,644 1,909
Deferred tax liabilities [6] 512 672
Noncurrent income tax provisions 139 136
Other noncurrent provisions [25] 1,761 1,727
Other noncurrent financial liabilities [22] 1,584 1,970
Other noncurrent liabilities [23] 2,167 2,271
24,910 24,444
Current liabilities
Current financial liabilities [21] 10,288 8,517
Trade payables 5,474 5,349
Current income tax payables 192 304
Current income tax provisions 20 107
Other current provisions [25] 2,228 2,108
Other current financial liabilities [22] 1,868 2,121
Other current liabilities [23] 4,585 4,753
24,655 23,260
Total equity and liabilities 68,202 65,547
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Statement of Changes in Equity1
of the TRATON GROUP for the period from January 1 to December 31
€ million
Subscribed
capital
Capital reserves
Retained earnings
Accumulated other
comprehensive income
Items that will be reclassified
subsequently to profit or loss
Currency
translation Cash flow hedges
Equity-method
investments
Balance as of 01/01/2024 500 13,295 5,464 –2,096 13 5
Earnings after tax – – 2,804 – – –
Other comprehensive income, net of tax – – – –387 –42 6
Total comprehensive income – – 2,804 –387 –42 6
Dividend payout – – –750 – – –
Release of distributable capital reserves – –800 800 – – –
Effect from business combinations under common control 2 – – –164 – – –
Other changes – – –20 1 0 0
Balance as of 12/31/2024 500 12,495 8,135 –2,482 –29 11
Balance as of 01/01/2025 500 12,495 8,135 –2,482 –29 11
Earnings after tax – – 1,547 – – –
Other comprehensive income, net of tax – – – –54 36 –12
Total comprehensive income – – 1,547 –54 36 –12
Dividend payout – – –850 – – –
Release of distributable capital reserves – –300 300 – – –
Effect from business combinations under common control 2 – – –43 – – –
Other changes – – –36 – – –
Balance as of 12/31/2025 500 12,195 9,054 –2,536 7 –1
1 For further information, see Note 20. Equity
2 For further information, see Note Acquisitions
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€ million
Accumulated other
comprehensive income
Noncontrolling
interests
Total
Items that will not be reclassified
subsequently to profit or loss
Remeasurements
of pension plans
Equity-method
investments
Other equity
investments
Equity
attributable to
shareholders of
TRATON SE
Balance as of 01/01/2024 –162 –3 –534 16,482 6 16,488
Earnings after tax – – – 2,804 –1 2,803
Other comprehensive income, net of tax 20 1 –114 –516 0 –516
Total comprehensive income 20 1 –114 2,288 –1 2,288
Dividend payout – – – –750 0 –750
Release of distributable capital reserves – – – – – –
Effect from business combinations under common control 2 – – – –164 – –164
Other changes – 0 0 –20 1 –20
Balance as of 12/31/2024 –142 –1 –648 17,838 6 17,844
Balance as of 01/01/2025 –142 –1 –648 17,838 6 17,844
Earnings after tax – – – 1,547 –2 1,545
Other comprehensive income, net of tax 95 1 78 145 0 144
Total comprehensive income 95 1 78 1,691 –2 1,689
Dividend payout – – – –850 – –850
Release of distributable capital reserves – – – – – –
Effect from business combinations under common control 2 – – – –43 – –43
Other changes – – 33 –3 –1 –4
Balance as of 12/31/2025 –47 –1 –537 18,633 3 18,636
1 For further information, see Note 20. Equity
2 For further information, see Note Acquisitions
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Statement of Cash Flows1
of the TRATON GROUP for the period from January 1 to December 31
€ million
TRATON GROUP
2025 2024
Cash and cash equivalents as of 01/01 2,542 1,730
Gross cash flow
Earnings before tax 2,024 3,569
Income taxes paid –1,111 –1,068
Depreciation and amortization of, and impairment losses on, intangible assets, property, plant, and equipment, and investment property2 1,537 1,434
Amortization of, and impairment losses on, capitalized development costs 2 620 530
Impairment losses on equity investments2 34 1
Depreciation of and impairment losses on products leased out 2 1,024 1,012
Change in pension obligations –1 7
Earnings on disposal of noncurrent assets and equity investments –15 –4
Share of earnings of equity-method investments –79 –79
Other noncash income/expense –50 252
Change in working capital
Change in inventories 429 –214
Change in receivables (excluding financial services) –78 401
Change in liabilities (excluding financial liabilities) –279 –375
Change in provisions 281 345
Change in products leased out –1,228 –518
Change in financial services receivables –2,206 –2,953
Net cash provided by operating activities 902 2,340
Investments in intangible assets (excluding capitalized development costs), in property, plant, and equipment and in investme nt property –1,576 –1,763
Additions to capitalized development costs –1,220 –978
Investments to acquire subsidiaries and other businesses –21 –69
Investments to acquire other investees –43 –74
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€ million
TRATON GROUP
2025 2024
Proceeds from the disposal of subsidiaries 21 31
Proceeds from the disposal of other investees 10 10
Proceeds from the disposal of intangible assets, property, plant, and equipment, and investment property 81 61
Change in marketable securities and investment deposits 23 39
Change in loans –3 –69
Net cash used in investing activities –2,728 –2,811
Dividend payouts –850 –750
Proceeds from the issuance of bonds 5,627 5,448
Repayment of bonds –4,864 –2,555
Proceeds from Schuldscheindarlehen and commercial paper programs5 1,314 91
Payments from Schuldscheindarlehen and commercial paper programs5 –322 –1,179
Loans extended by Volkswagen companies3 1,032 1,309
Loan repayment to Volkswagen companies4 –770 –428
Change in miscellaneous financial liabilities5 1,146 –268
Repayment of lease liabilities –292 –276
Net cash provided by financing activities 2,021 1,392
Effect of exchange rate changes on cash and cash equivalents 70 –109
Change in cash and cash equivalents 264 812
Cash and cash equivalents as of 12/31 2,805 2,542
1 For further information, see Note 27. Statement of cash flows
2 Net of impairment reversals
3 Volkswagen AG, Volkswagen International Finance, Volkswagen Group of America Finance, Volkswagen North American Region Payment Services, LLC
4 Volkswagen AG, Volkswagen Financial Services AG, Volkswagen Group of America Finance
5 Prior-year figures adjusted to reflect the current presentation. Cash inflows of €91 million and cash outflows of €–829 million from commercial paper programs, which were reported under “Changes in
miscellaneous financial liabilities” in the previous year, are now reported under “Cash inflows from Schuldscheindarlehen and commercial paper programs” and “Payments from Schuldscheindarlehen and
commercial paper programs.”
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Notes to the Consolidated Financial Statements
Basis of preparation
Information about the company and basis of reporting
TRATON SE, Munich, Germany, is the parent company of the TRATON GROUP (TRATON). TRATON SE is a European stock corporation (So cietas Europaea)
whose registered office is in Munich, Germany. It is registered in the commercial register of the Munich Local Court under the register number HRB 246068,
under the address Hanauer Strasse 26, 80992 Munich.
With its four brands Scania, MAN, International, and Volkswagen Truck & Bus, the TRATON GROUP is one of the world’s leading manufacturers of commercial
vehicles. The portfolio consists of trucks, buses, and light-duty commercial vehicles, as well as the sale of spare parts and customer services. In addition, the
TRATON GROUP offers a large number of financial services to its customers.
As of the reporting date of December 31, 2025, TRATON SE was an 87.52% -owned direct subsidiary of Volkswagen International Luxemburg S.A., Strassen,
Luxembourg (Volkswagen International Luxemburg), which in turn is a wholly owned subsidiary of Volkswagen Finance Luxemburg S.A., Strassen, Luxem-
bourg (Volkswagen Finance Luxemburg). All of the shares of Volkswagen Finance Luxemburg are held in turn by Volkswagen Aktiengesellschaft, Wolfsburg
(Volkswagen AG). Volkswagen International Luxembourg reduced its equi ty interest in the TRATON GROUP on March 19, 2025, by 2.2%, from 89.72% to
87.52%. The financial statements of Volkswagen International Luxemburg are published in the Luxembourg Trade and Company Regi ster. TRATON SE and
its subsidiaries are included in the consolidated financial statements of Volkswagen AG, which are published in the company register.
The accompanying Consolidated Financial Statements of TRATON SE for the fiscal year ended December 31, 2025, were prepared in accordance with section
315e (1) of the Handelsgesetzbuch (HGB — German Commercial Code) and in compliance with the International Financial Reporting Standards (IFRSs), as
adopted in the European Union.
The fiscal year corresponds to the calendar year. All figures shown are rounded, so minor discrepancies may arise from additi on of these amounts. Unless
otherwise mentioned, comparable prior-year figures are presented in brackets in the text alongside the figures for the fiscal year under review.
The accompanying Consolidated Financial Statements were audited by EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Stuttgart (EY). The Consolidated
Financial Statements were prepared on February 11, 2026, and approved for submission to the Supervisory Board by means of an Executive Board resolution.
The period in which adjusting events after the reporting period are recognized ended on that date.
Accounting policies
With the exception of certain items, such as financial instruments measured at fair value through profit or loss or provision s for pensions and other post -
employment benefits, items are measured in the TRATON GROUP on the basis of the historical cost conve ntion. The significant accounting policies for the
individual items in the financial statements are explained at the beginning of the relevant sections in the notes.
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New accounting pronouncements applied
TRATON SE has applied all accounting pronouncements adopted by the EU and required to be applied for periods beginning on or after January 1, 2025.
The changes in accounting pronouncements do not materially affect the TRATON GROUP’s net assets, financial position, or results of operations.
New or amended IFRSs not applied
In its 2025 Consolidated Financial Statements, TRATON did not apply the accounting pronouncements that have already been adop ted by the IASB, but
were not yet required to be applied for the fiscal year.
The IASB published amendments to IFRS 7 Financial Instruments: Disclosures and IFRS 9 Financial Instruments on May 30, 2024, that are effective for the
first time starting on January 1, 2026. The amendments relate to the derecognition of financial liabilities settled by electronic transfer and the classification
of financial instruments. Equity instruments that are recognized at fair value through other comprehensive income (without recycling) and financial instru-
ments with contractual terms that could change the timing or amount of the contractual cash flows (e.g., ESG targets) are also affected. In fiscal year 2026,
additional disclosures will be required due to the changes to equity instruments and financial instruments with such contract ual terms. The amendments
relating to the derecognition of financial liabilities and the classification of financial instruments are not expected to ha ve any material impact on the
TRATON GROUP’s consolidated financial statements.
The IASB published the new standard IFRS 18 Presentation and Disclosure in Financial Statements on April 9, 2024. The new standard replaces IAS 1 Presen-
tation of Financial Statements and is effective for fiscal years beginning on or after January 1, 2027. IFRS 18 amends the structure of the income statement
by introducing new categories and requiring clearly defined subtotals. Among other things, IFRS 18 will expand the notes in the future to include information
on management-defined performance measures (MPMs) and corresponding reconciliations of individual MPMs to the most directly comparable IFRS sub-
totals. In addition, IFRS 18 introduces new principle-based aggregation and disaggregation requirements for presenting information in the primary financial
statements and in the notes to provide users of financial statements with relevant and comparable information. In the stateme nt of cash flows, IFRS 18
eliminates options in IAS 7 regar ding the presentation of dividends and interest received and paid. The specific impact of the initial application of IFRS 18
in fiscal year 2027 is currently being analyzed. There are no plans for early adoption.
The other financial reporting standards issued by the IASB but not yet effective are not expected to materially affect the TR ATON GROUP’s consolidated
financial statements.
Prior-period information
To improve comparability, certain prior-period information was adjusted to reflect the current presentation. Additionally, certain prior -period data was re-
vised. If material, the details of such information are contained in the relevant sections. Material changes in the previous year’s income statement are ex-
plained in the following.
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A discovery was made in the second quarter of 2025 that a subsidiary had not reported interest income and interest expense fr om interest rate and cross-
currency derivatives for each derivative on a net basis. The affected items were adjusted as follows for the 2024 fiscal year:
€ million 2024 Change 2024 (adjusted)
Interest income 387 –70 317
Interest expense –878 70 –808
Currency translation
The consolidated financial statements have been prepared in the presentation currency euros (€), TRATON SE’s functional currency. The financial statements
of subsidiaries, associates, and joint ventures from countries outside the eurozone are translated into euros in line with the functional currency concept. For
the subsidiaries, the functional currency is based on their primary economic environment and almost always corresponds to the relevant national currency.
For individual subsidiaries, the functional currency differs from the local currency and is the euro or US dollar, among others.
Foreign currency transactions in the single -entity financial statements of TRATON SE and the subsidiaries included in the basis of consolidation are trans-
lated at the exchange rates prevailing at the transaction dates. Foreign currency monetary items are r ecognized at the closing date in the balance sheet.
Currency translation differences from foreign currency transactions are recognized in operating result or in financial result , in accordance with their sub-
stance.
Financial statements of foreign entities are translated from their functional currency into euros using the modified closing rate method, under which bal-
ance sheet items (with the exception of equity) are translated at the closing rate, and income statement items are translated at weighted average exchange
rates for the year. With the exception of income and expenses recognized in equity, equity is translated at historical exchange rates. The resulting currency
translation differences are recognized as a separate item in equity until the disposal of the subsidiary.
TRATON uses exchange rates provided by an external market data provider for all currency translation. All exchange rates are based on the corresponding
euro exchange rates, from which all non-euro exchange rate combinations are derived. For an overview of the exchange rates on which currency translation
was based and which had a material impact on the consolidated financial statements, see the Report on Economic Position — Exchange rates section of
the Combined Management Report.
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Basis of consolidation
Accounting policies: basis of consolidation
In addition to TRATON SE, the consolidated financial statements comprise all significant subsidiaries, including structured e ntities, that are controlled
directly or indirectly by TRATON SE. The consolidated structured entities largely serve to implement a sset-backed securities transactions to refinance
the financial services business and to securitize receivables.
Material entities whose financial and operating policies TRATON SE can significantly influence indirectly or directly (associates), or over which TRATON SE
shares control indirectly or directly (joint ventures), are measured using the equity method. Joint ventures also include ent ities in which the
TRATON GROUP holds a majority of the voting rights, but whose shareholder agreements stipulate that important decisions may only be resolved unan-
imously.
Subsidiaries whose business activities have been suspended or whose business volume is minimal and that are insignificant ind ividually and in the
aggregate for the presentation of a true and fair view of the TRATON GROUP’s net assets, financial position, and results of operations are not consolidated.
They are generally recognized at cost, net of any impairment losses required to be recognized, plus any reversals of impairme nt losses required to be
recognized. The same applies to insignificant associates and joint ventures.
All other investees are financial investments.
The changes in subsidiaries included in the basis of consolidation mainly comprise the acquisition of Cheshire 3 Holdings Lim ited, Milton Keynes, UK, and
TruckEast Holdings Limited, Milton Keynes, UK, and their respective subsidiaries. See Note Acquisitions for more information.
The list of the TRATON GROUP’s shareholdings within the meaning of section 313 (2) of the Handelsgesetzbuch (HGB — German Commercial Code) is pre-
sented in Note 40. List of shareholdings.
The following affiliated German companies included in the consolidated financial statements of TRATON SE have met the criteri a set out in section 264 (3)
of the HGB or section 264b of the HGB and have as far as possible exercised the option not to publish annual financial statements:
– MAN Grundstücksgesellschaft mbH & Co. Epsilon KG, Munich
– TORINU Verwaltung GmbH & Co. Beta KG, Pullach i. Isartal
– TARONA Verwaltung GmbH & Co. Alpha KG, Pullach i. Isartal
– M A N Verwaltungs-Gesellschaft mbH, Munich
– MAN Service und Support GmbH, Munich
– KOSIGA GmbH & Co. KG, Pullach i. Isartal
– MAN GHH Immobilien GmbH, Oberhausen
– TB Digital Services GmbH, Munich
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– MAN Marken GmbH, Munich
– MAN Brand GmbH & Co. KG, Grünwald
– Scania CV Deutschland Holding GmbH, Koblenz
– SCANIA DEUTSCHLAND GmbH, Koblenz
– SCANIA Vertrieb und Service GmbH, Koblenz
– SCANIA Real Estate Deutschland GmbH, Koblenz
Effects of climate change
In light of climate change and the associated tightening of emissions regulations, the commercial vehicle industry is continu ing its transition to electric
mobility. The Executive Board gives emphasis to this transition with the company’s TRATON Way Forward strategy. Circularity will play a key role alongside
the focus area of decarbonization. The electrification of our product portfolio is the primary contributor to decarbonization . Increasing resource efficiency
— particularly by extending life cycles and recycling raw materials — will play an important role for the circular economy.
The financial effect of the transition to a circular economy is currently reflected above all in the sale of new and remanufa ctured genuine parts (see Note
1. Sales revenue), which means longer life cycles for our vehicles. In terms of decarbonization, the potential impact of future regulatory re quirements in
connection with electric mobility plays a particularly crucial role, especially in the five -year planning and hence i n the derivation of future cash flows for
impairment tests. In mid-2024, for example, the European Union set new ambitious targets for manufacturers of heavy -duty commercial vehicles such as
the TRATON GROUP to reduce CO2 emissions in Europe in the course of two decades in the new Regulation (EU) 2024/1610 (CO 2 regulation). The target set
for 2025 of reducing CO2 emissions from heavy-duty commercial vehicles with more than 16 tons by 15% is already in force. In 2024, however, the EU increased
its reduction target from 30 to 45% by 2030 and set targets for commercial vehicles of 65% by 2035 and 90% by 2040. The targets are based on a benchmark
from the period July 2019 to June 2020. In addition, these targets have been extended to other commercial vehicle sub-groups. This concerns medium and
heavy commercial vehicles over 5 tons, including interurban buses and coaches. Some special vehicles will continue to be exem pt. To stimulate faster de-
ployment of zero -emission city buses, the EU has further decided in 202 4 that all new city buses must be zero -emission starting in 2035, with an interim
target of 90% 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 new Euro 7 emissions standards to limit harmful pollutants such as nitrous oxide (NO x) or particulate matter from
vehicle exhaust gases have been agreed in the EU. The correspon ding law was published in May 2024. The legislation is very challenging in terms of both
limit values and testing methods. Many technical details remain to be set in so-called secondary legislation. In the United States, the current administration
made the decision in 2025 to roll back the existing US emissions standards for medium-duty and heavy-duty commercial vehicles across the board. In Brazil,
TRATON is affected by the CO 2 reduction/energy efficiency program, which is based on European directives and the VECTO program for calculation. The
program, following an adaptation to Brazilian conditions, will be finalized by December 2026. Targets are scheduled to be established in ear ly 2029, with
vehicles expected to meet them starting in 2033. China has introduced the China 6 (CN 6) emission standard for 2023 t o reduce pollutant emissions for all
heavy-duty vehicles. Also, China introduced new Stage IV Fuel Consumption Limits in July 2025, as well the New Energy Vehicle Credit Policy plan, which is
estimated to be implemented from 2028 to reduce CO2 emissions for all commercial vehicles.
As part of its strategy, the TRATON GROUP is focusing on battery-electric vehicles. A condition for this is the rapid development of the conditions needed to
achieve this, such as the corresponding charging infrastructure and relevant grid connections, as well as a supportive regulatory environment. The BEV unit
sales ratio (excluding MAN TGE vans) across all regions was still 1.2% (previous year: 0.5%) in 2025. However, TRATON is preparing to ramp up production by
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focusing its development activities on battery-electric vehicles. TRATON is also safeguarding supplies of bought-in components for battery-electric vehicles
through long-term orders.We are contributing to the expansion of the charging infrastructure in particular through Commercial Vehicle Char ging Europe
B.V, Amsterdam, Netherlands (Milence), a joint venture with Daimler Truck and Volvo Group. TRATON had committed an investment volume of €167 million
for Milence when it was established in 2021. €40 million (previous year: €38 million) was invested in Milence in this context in the reporting period (see Note
33. Other financial obligations).
To meet the European Union, North American, Brazil, and China targets, it is imperative to deploy new technologies to reduce CO2 and other exhaust emis-
sions. TRATON is therefore investing to a substantial extent in climate -friendly alternative drive systems, primarily battery-electric commercial vehicles. In
this context, investments of more than €2.400 million are planned for the years from 2026 to 2030 in forward -looking key areas such as electrification and
autonomous driving. The focus here is on rollin g out BEV vehicles. Th is includes the development of the necessary components, vehicle integration, and
batteries. By contrast, development expenditures on the further development of combustion engine technology will be scaled ba ck. The restructuring of
the product portfolio con tinues to involve capital expenditures on production facilities. No impact on the useful lives of capitalized development cos ts or
items of property, plant, and equipment was identified in light of the observation period of regulatory requirements and as a result of the parallel production
of battery-electric vehicles and vehicles with combustion engines in the next few years. Liabilities resulting from emission limits bein g exceeded do not
currently play a major role. However, the increased development activity in the field of electric mobility result ed in a corresponding increase in capitalized
(intangible assets) and noncapitalized (cost of sales) development costs.
Estimates and management’s judgment
Preparation of consolidated financial statements in accordance with IFRSs requires assumptions to be made with regard to cert ain items that affect the
carrying amounts in the balance sheet or income statement and the related other disclosures. All estimate s and assumptions represent the best of man-
agement’s knowledge and belief in order to convey a true and fair view of the Group’s net assets, financial position, and res ults of operations. TRATON
applies parameters that were available when the consolidated financial statements were prepared. Nevertheless, actual developments may differ signifi-
cantly from expected developments due to uncertainties over which the Group does not have complete control. This may result in the carrying amounts of
the assets and li abilities concerned having to be adjusted accordingly in subsequent periods. Estimates and management’s judgment relate prima rily to
the following matters:
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Accounting matter Note Assumptions/Sources of estimation uncertainty
Income taxes
6 Measurement of tax provisions: uncertainty resulting from possible changes in tax
legislation, jurisdiction, and how these are interpreted by the financial authorities
Goodwill
8 Recoverability of cash-generating units: estimates of expected cash flows and
discount rate
Intangible assets 9 Amortization of intangible assets: estimates of useful lives
Property, plant, and equipment 10 Depreciation of property, plant, and equipment: estimates of useful lives
Leases
10, 11, 14 TRATON as lessee — measurement of right-of-use assets: estimates of contractual
term in the event of extension and termination
TRATON as lessor — measurement of assets leased out/financial services
receivables: estimates of residual value at the end of contractual term
Financial services receivables 14 Measurement: estimates of expected credit losses
Provision for pensions and other
post-employment benefits
24 Measurement: estimates of actuarial assumptions
Other provisions
25 Recognition and measurement of provisions: estimates of the amount and
probability of occurrence of the obligation as well as of the discount rate
Geopolitical situation
The geopolitical situation is currently heavily influenced by international trade barriers, political uncertainty, and armed global conflicts, creating uncer-
tainty for all market participants. The escalation of trade barriers between major economies, inclu ding the introduction of new tariffs, may adversely affect
TRATON’s supply chains, cost structures, and pricing strategies. Continued armed conflicts around the world have led to volat ility in energy prices, the
availability of raw materials, and changes i n transportation routes. Inventories and contract margins are continuously monitored by management. Signifi-
cant assessments are necessary when assessing whether such disruptions constitute a trigger for asset impairment, as well as whether expected credit
losses (ECLs) should be increased.
The political uncertainty prevailing in the US as of the reporting date regarding the future pace of transformation to e-mobility has led to significant impair-
ment of capitalized development costs due to the termination of a development project for Class 8 battery-electric trucks at International Motors. Expenses
for the additional US tariffs that came into effect on November 1, 2025, under Section 232 of the Trade Expansion Act of 1962 (Section 232) on medium-duty
and heavy-duty vehicles in classes 3 to 8 and buses are increasing functional expenses and t he production costs of inventories. The current dynamic geo-
political developments are also having an effect on the calculation of ECLs on financial assets. Further information can be f ound in Notes 2. Functional
expenses, 9. Intangible assets, 10. Property, plant, and equipment, right -of-use assets under IFRS 16, and lease liabilities , and 28. Significance of financial
instruments for the net assets, financial position, and results of operations.
Management is conscious that the geopolitical situation continues to be dynamic and can change rapidly. TRATON will continue to monitor developments
closely and adjust its estimates and judgments accordingly if conditions change significantly. Information on how geopolitical risks affect recognition and
measurement, and estimates and management’s judgments relating to individual assets and liabilities, can be found in the individual chapters.
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Segment reporting
Accounting policies: segment reporting
The TRATON GROUP’s production and marketing activities are divided into the Scania Vehicles & Services, MAN Truck & Bus, International Motors, and
Volkswagen Truck & Bus segments. The classification corresponds to the internal organizational and reporting structure. In order to make decisions
about the allocation of resources and the assessment of performance, the results of the units are regularly reviewed by the E xecutive Board of TRATON
SE in its role as chief operating decision maker. As an additional reference, we include the TRATON Operations business area in the reporting, which
corresponds to the consolidated value of the four vehicle segments allocated to it and minor values from Group-wide research and development not
allocated to the vehicle segments.
The TRATON GROUP offers financing solutions for the purchase of commercial vehicles in the TRATON Financial Services segment.
The Reconciliation column shows the activities and services of TRATON Holding (TRATON SE and other investees not allocated to segments), consolida-
tion between the segments and with TRATON Holding, and the earnings effects of purchase price allocations in t he event of the acquisition of an indi-
vidual segment.
In the TRATON GROUP, segment result is calculated on the basis of operating result (adjusted). Operating result (adjusted) is calculated to ensure the
greatest possible transparency of our business performance by making adjustments to our operating result. These adjustments concern certain items
in the financial statements that, in the opinion of the Executive Board, can be presented separately to enable a more appropriate assessment of financial
performance. They include, in particular, costs of restructurings and structural measures as well as one-time events with a material impact on the TRATON
GROUP’s earnings.
Segment financial information is generally presented in accordance with the disclosure and measurement policies applied in th e preparation of the
consolidated financial statements. As a departure from IFRS 16 Leases, subleasing of buyback vehicles in the Financial Services segment is always ac-
counted for as an operating lease.
The merger of significant parts of the research and development departments of the individual brands into a cross -brand, Group-wide research and
development (Group R&D) organization was completed as of June 30, 2025. This required a change in the TRATON GROUP’s Group management, which
impacts segment reporting. The number and designations of the segments remain unchanged. The change impacts capitalized devel opment costs,
expenses, and intercompany income incurred and generated in cross-brand research and development.
Until June 30, 2025, cross-brand R&D projects were assigned to one segment and R&D expenses were recharged to the other segments that benefited
from this research and development in the usage phase by means of licenses. Since July 1, 2025, cross-brand R&D projects have been recorded primarily
on a centralized basis. Intercompany R&D expenses and income arising between Group R&D and the segments are now eliminated for segment reporting
purposes. R&D expenses and capitalized development costs in Group R&D tha t are not eliminated are allocated to the segments in the TRATON Opera-
tions business area that benefit from the development project in accordance with predefined principles.
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To ensure comparability, the corresponding prior-year figures for the individual segments were restated accordingly.
Sales revenue between the segments is transacted on an arm’s length basis. Depreciation, amortization, and impairment losses relate to intangible
assets, property, plant, and equipment, and assets leased out allocated to the individual divisions. They also include the depreciation of and impairment
losses on right -of-use assets under IFRS 16. Investments in intangible assets, property, plant, and equipment, and investment property are repor ted
exclusive of additions to right-of-use assets under IFRS 16.
Allocation of sales revenue to the regions follows the destination principle. Sales revenue from hedging transactions is allocated to “Other regions.”
The four vehicle segments develop, produce, and distribute trucks and buses, and offer related services and spare parts.
With its Scania brand, Scania Vehicles & Services is a leader in premium transport solutions, specializing in heavy -duty trucks and offering an array of
tailored services and applications. With a global footprint, Scania serves markets across Europe, North and South America, Asia, Africa, and Oceania.
With the MAN brand, MAN Truck & Bus offers an extensive range of transport solutions, from light commercial options to durable construction vehicles and
heavy-duty trucks. MAN is a German heritage brand, operating internationally across Europe, Asia, the Middle East, Africa, and South America.
With the International brand, International Motors offers comprehensive mobility solutions for North America through its vast dealer network.
Volkswagen Truck & Bus solutions focus on value for money — efficient, robust, and reliable vehicles tailored to meet the unique conditions of emerging
growth markets and the specialized applications required there. Volkswagen Truck & Bus has a strong presence in South America and Mexico.
With its own financial brands, the TRATON Financial Services segment offers financing, leasing, insurance, and modular solutions in more than 60 countries
worldwide, and supports vehicle sales in close cooperation with all brands of the TRATON GROUP. Integration of key aspects of the financial services busi-
ness of Volkswagen Financial Services into the TRATON GROUP (see note Acquisitions), which began in 2023, was successfully completed on June 30, 2025.
As a result of the integration, financing solutions from the TRATON Financial Services segment will now also be successively offered to customers of MAN
and Volkswagen Truck & Bus.
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2025 reporting segments
€ million
Scania
Vehicles &
Services
MAN
Truck & Bus
International
Motors
Volkswagen
Truck & Bus
TRATON
Financial
Services
Total
segments Reconciliation
TRATON
GROUP
of which
TRATON
Operations
Total sales revenue 17,945 14,095 8,169 2,768 2,188 45,165 –1,113 44,052 42,536
Intragroup sales revenue –551 –341 –34 –4 –153 –1,083 1,083 – –488
External sales revenue 17,394 13,754 8,135 2,763 2,035 44,081 –30 44,052 42,049
Cost of sales –14,390 –11,173 –7,396 –2,215 –1,491 –36,664 1,034 –35,630 –34,678
Depreciation and amortization –1,123 –1,268 –335 –77 –524 –3,327 247 –3.080 –2,784
Impairment losses –3 – –111 –1 - –114 – –114 –114
Operating result (adjusted) 1,926 904 9 323 167 3,328 –555 2,773 3,092
Financial result –54 –58 40 –61 5 –127 –275 –402 –126
of which share of earnings of equity-
method investments –10 62 – – 1 53 162 215 52
Investments1 1,417 687 611 85 66 2,865 –5 2,861 2,801
Equity-method investments 170 241 – – 8 418 1,352 1,770 410
1 The aggregate addition to noncurrent assets (including right-of-use assets under IFRS 16) amounting to €3,277 million was distributed as follows in fiscal year 2025: Scania Vehicles & Services: €1,602 mil-
lion; MAN Truck & Bus: €857 million; International Motors: €658 million; Volkswagen Truck & Bus: €91 million; TRATON Financial Services: €74 million, reconciliation: €–5 million.
2024 reporting segments1
€ million
Scania
Vehicles &
Services
MAN
Truck & Bus
International
Motors
Volkswagen
Truck & Bus
TRATON
Financial
Services
Total
segments Reconciliation
TRATON
GROUP
of which
TRATON
Operations
Total sales revenue 18,907 13,652 11,116 2,918 1,932 48,525 –1,052 47,473 46,182
Intragroup sales revenue –513 –357 –32 –3 –170 –1,074 1,343 – –486
External sales revenue 18,394 13,295 11,084 2,916 1,762 47,451 22 47,473 45,697
Cost of sales –14,558 –10,616 –9,353 –2,355 –1,315 –38,197 824 –37,373 –36,499
Depreciation and amortization –1,058 –1,150 –376 –74 –440 –3,098 128 –2,970 –2,658
Impairment losses –14 – –3 –1 –3 –20 – –20 –17
Operating result (adjusted) 2,801 919 724 346 205 4,995 –611 4,384 4,776
Financial result –284 –91 –301 –102 7 –769 130 –639 –777
of which share of earnings of equity-
method investments –6 61 – – 2 57 180 238 56
Investments2 1,387 699 603 92 68 2,848 36 2,884 2,780
Equity-method investments 172 216 – – 6 394 1,247 1,641 387
1 Prior-year figures adjusted, see Accounting policies: Segment reporting
2 The aggregate addition to noncurrent assets (including right-of-use assets under IFRS 16) amounting to €3,187 million was distributed as follows in fiscal year 2023: Scania Vehicles & Services: €1,554 mil-
lion; MAN Truck & Bus: €794 million; International Motors: €636 million; Volkswagen Truck & Bus: €95 million; TRATON Financial Services: €72 million, reconciliation: €36 million.
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The reconciliation of the segment amounts to the corresponding Group amounts is shown in the following tables:
Reconciliation to the TRATON GROUP’s sales revenue
€ million 2025 2024
Total sales revenue, total segments1 45,165 48,525
External sales revenue of the TRATON Holding 19 27
Effects from purchase price allocation not allocated to the segments –2 –6
Consolidation1 –1,130 –1,074
Sales revenue of the TRATON GROUP 44,052 47,473
1 Prior-year figures adjusted, see Accounting policies: Segment reporting
Reconciliation to the TRATON GROUP’s cost of sales
in Mio € 2025 2024
Total cost of sales, total segments1 36,664 38,197
Cost of sales, TRATON-Holding 14 25
Purchase price allocation effects not allocated to segments 18 21
Consolidation1 –1,066 –870
Cost of sales of the TRATON GROUP 35,630 37,373
1 Prior-year figures adjusted, see Accounting policies: Segment reporting
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Reconciliation to the TRATON GROUP’s earnings before tax
€ million 2025 2024
Operating result (adjusted), total segments 3,328 4,995
Adjustments related to legal proceedings and related measures –173 –162
Adjustments related to restructurings –46 –14
Discontinuation of a development program for BEV –128 –
Operating result, TRATON-Holding1 –105 –118
Operating result, TRATON AB –85 –39
Earnings effects from purchase price allocation not allocated to the segments –263 –280
Consolidation –102 –174
Operating result of the TRATON GROUP 2,426 4,209
Financial result –402 –639
Earnings before tax of the TRATON GROUP 2,024 3,569
1 Prior-year figure adjusted, see Accounting policies: Segment reporting
Cross-segment information by regions
€ million Germany Sweden
EU27+3
(excluding
Germany and
Sweden) USA
North
America
(excluding
USA) Brazil
South
America
(excluding
Brazil) Other regions Total
2025
Noncurrent assets (excluding financial
instruments, equity investments, and deferred
taxes) as of 12/31/2025 4,950 8,696 5,168 6,798 827 1,528 224 1,446 29,633
Sales revenue 5,731 1,398 16,715 6,883 2,024 4,444 1,929 4,929 44,052
2024
Noncurrent assets (excluding financial
instruments, equity investments, and deferred
taxes) as of 12/31/2024 4,883 7,600 4,935 7,734 847 1,549 244 1,186 28,980
Sales revenue 5,647 1,106 16,451 8,831 3,274 5,571 1,413 5,181 47,473
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Acquisitions
Accounting policies: business combinations
Business combinations are accounted for using the acquisition method of accounting. In the course of initial consolidation, a ssets and liabilities are
recognized at their acquisition-date fair values. The carrying amounts are adjusted in the subsequent periods. Additions from business combinations are
included in the corresponding notes disclosures under changes in the basis of consolidation. Goodwill arises if the consideration paid for the acquisition
exceeds the fair value of the identified assets less l iabilities. If the economic consideration paid for the acquisition is less than the identified net assets,
the difference is recognized in profit or loss in the year of acquisition. Unless otherwise stated, the share of equity directly attributable to noncontrolling
interests at the acquisition date is measured at the fair value of the net assets (excluding goodwill) attributable to such n oncontrolling interests. Any
difference arising due to the acquisition of additional shares of a subsidiary that has already been consolidated is charged directly to equity.
Business combinations involving entities under common control are accounted for using the book -value method of accounting. In applying the book -
value method of accounting, the assets acquired and liabilities assumed are carried at the existing Group carryi ng amounts from the perspective of
Volkswagen AG at the acquisition date. Any difference between the consideration and the acquired net assets at their carrying amounts at the acquisition
date is recognized in equity.
Acquisition of the financial services business of MAN and Volkswagen Truck & Bus (VWTB) On July 12, 2023, companies of the TRATON GROUP and
companies of the Volkswagen Group signed a framework agreement on the acquisition of key aspects of the global financial services business of MAN and
Volkswagen Truck & Bus (VWTB) with the aim of expanding the TRATON Financial Services segment into a global captive financial services unit. The TRATON
Financial Services segment gradually acquired the rights to the future financial services business for MAN and VWTB customers in 14 countries that was
most recently managed by Volkswagen Financial Services. The existing portfolio will generally remain with Volkswagen Financial Services. In 2023, TRATON
Financial Services AB, Södertälje, Sweden, paid €275 million into an account at Volkswagen Bank GmbH, Braunschweig (VW Bank) for the acquisition, which
was reported in net cash used in investing activities in 2023. The rights to MAN’s future financial services business were ac quired in several countries in
fiscal year 2024, mainly in Germany, South Korea, and the United Kingdom. Additionally, 100% of the shares of MAN Financial Services GesmbH, Eugendorf,
Austria, and the business operations of EURO-Leasing GmbH, Sittensen, in France (EURO-Leasing France) were acquired. For further information about the
acquisitions, refer to the TRATON GROUP’s Consolidated Financial Statements as of December 31, 2024.
The rights to the future financial services business for MAN and VWTB were transferred in several countries in the 2025 fiscal year, including in Brazil effective
June 30, for a sale price of €72 million (previous year: €254 million), thereby completing the acquisition. An amount of €72 million (previous year: €199 mil-
lion) was used for this from the account at VW Bank, €3 2 million of which was already paid in advance in 2024. Transfer of the business operations is ac-
counted for in each case as a business combination under common control using the book-value method. The difference between the consideration trans-
ferred and the acquir ed net assets at their carrying amounts acquired at the acquisition dates amounts to €7 1 million (previous year: €213 million) and is
recognized in equity, net of deferred taxes of €28 million (previous year: €49 million), as “Effect from business combinations under common control” under
retained earnings. The acquisition of key aspects of the global financial services business in accordance with the 2023 framework agreement was therefore
completed in fiscal year 2025.
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Acquisition of Haydock and TruckEast On May 1, 2025, the TRATON GROUP acquired 100% of the shares of Cheshire 3 Holdings Limited, Milton Keynes, UK,
the parent company of Haydock Commercial Vehicles Limited, Milton Keynes, UK (together Haydock). Additionally, on July 1, 202 5, the TRATON GROUP
acquired 100% of the shares of TruckEast Holdings Limited, Milton Keynes, UK, the parent company of TruckEast Limited, Milton Keynes, UK (together
TruckEast). Haydock and TruckEast are dealers of new and used Scania tr ucks operating in the United Kingdom. They also offer services in the Vehicle
Services business, such as maintenance and spare parts. The acquisitions are intended to strengthen Scania's distribution network and support the vehicle
services business in the UK. The assets acquired at the acquisition time amount to €167 million, of which €65 million is primarily attributable to inventories,
€26 million to cash and cash equivalents, and €2 4 million to right-of-use assets. In addition, liabilities of €12 2 million were assumed, of which €70 million
relates to trade payables and €24 million to lease liabilities. The purchase price amounts to €73 million, of which €25 million will be paid in fiscal year 2025,
and the remaining €49 million has been recognized in Other financial liabilities. The acquisitions resulted in goodwill of €29 million. The acquisitions will
have no significant impact on the TRATON GROUP’s sales revenue or earnings.
Income statement disclosures
1. Sales revenue
Accounting policies: sales revenue
As a rule, sales revenue is only recognized after performance of the work, i.e., on delivery to and acceptance by the customer, or when the customer has
obtained control over the goods or services. In the case of long -term contracts for services and servic e guarantees, sales revenue is recognized on a
straight-line basis over the term of the contract or, if services are not rendered on a straight -line basis, based on the expected expense trend using the
cost-to-cost method. In the case of prepayments receiv ed for these services, the allocated transaction price is recognized as prepayments received on
customer contracts at the date of the original sale transaction and recognized as sales revenue over the period of the servic e. If payments are made for
contracts for services to satisfy the performance obligations, the sales revenue recognized corresponds to the payments. Payments to customers related
to vehicle sales are recorded as sales deductions.
If a contract contains multiple performance obligations, the transaction price is allocated to the relevant performance obligations. In the case of contracts
in which service elements are insignificant compared with the sales revenue from the sale of the v ehicle, the residual approach is used to allocate the
transaction price. This does not result in any material differences compared with sales revenue based on relative standalone selling prices. In other cases,
the transaction price is allocated based on the relative standalone selling prices.
Furthermore, certain parts are repurchased at a later date for reconditioning at TRATON. These result in the recognition of a right-of-return obligation to
the customer, which is calculated using the expected value method, and of a receivable under “Other receivables” for the underlying part. Sales revenue
is not recognized in this case.
A range of measures such as residual value guarantees are offered to third-party finance providers and end customers in order to support sales. Residual
value guarantees result in a refund liability and are normally calculated on the basis of the most likely amount.
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Discounts, customer rebates, and other sales allowances reduce the transaction price. Variable consideration is only included in the transaction price to
the extent that it is extremely probable that a subsequent reversal of the sales revenue can be ruled out.
TRATON uses the practical expedient of accounting for a financing component only if it is material and if a period of more th an one year is expected
between the transfer of the product or service to the customer and the customer payment. No financing compo nents are accounted for because of the
application of this practical expedient.
If the TRATON GROUP retains control in addition to the risks and rewards, vehicles sold with a buyback obligation are accounted for as operating leases.
The sale price obtained on sale of the vehicle is recognized ratably in profit or loss over the term of the lease, net of the present value of the buyback
price. The present values of the buyback prices are reported under other financial liabilities, and income not yet recognized in profit or loss is reported
under other liabilities. Sales transactions for which a buyback obligation is not agreed from the outset, with the customer alone deciding whether to sell
the vehicle back at a pre -arranged price, are also accounted for as operating leases. Based on contractual arrangements and our experience with such
sales, we assume that customers will always make use of their put option. Further information on accounting for operating lea ses is contained in Note
11. Assets leased out.
By contrast, if the significant risks and rewards are transferred to the lessee, the transaction is accounted for as a financ e lease. The vehicle is derecog-
nized from the TRATON GROUP’s inventory and recognized in cost of sales. Additionally, a receivable is recognized in the amount of the net investment
in the lease, which results in sales revenue being recognized in the amount of the discounted lease payments. Further informa tion on accounting for
finance leases can be found in Note 14. Financial services receivables.
Income from customer or dealer finance or finance leases is recognized over the term of the agreement using the effective int erest rate method and
reported in sales revenue. When interest-free or low-interest vehicle finance is awarded, sales revenue is reduced by the interest savings granted.
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Structure of sales revenue
Reporting period from January 1 to December 31, 2025
2025 2024
€ million
Scania
Vehicles &
Services
MAN
Truck &
Bus
International
Motors
Volkswagen
Truck & Bus
TRATON
Financial
Services
Recon-
ciliation Total
of which
TRATON
Operations
Scania
Vehicles &
Services
MAN
Truck &
Bus
International
Motors
Volks-
wagen
Truck & Bus
TRATON
Financial
Services
Recon-
ciliation Total
of which
TRATON
Opera-
tions
New vehicles 11,696 8,783 5,924 2,549 – –46 28,906 28,941 12,883 8,383 8,263 2,698 – –76 32,151 32,202
Vehicle Services Business 4,020 2,928 1,645 173 – –40 8,727 8,742 3,839 2,902 1,860 179 – –32 8,747 8,751
Genuine parts 2,808 2,011 1,645 158 – –27 6,596 6,599 2,770 2,033 1,860 161 – –31 6,793 6,795
Workshop services 1,212 917 – 15 – –13 2,131 2,143 1,069 868 – 18 – –1 1,954 1,955
Other sales revenue1 2,230 2,384 599 46 2,188 –1,027 6,419 4,854 2,185 2,367 994 42 1,932 –944 6,574 5,230
Used vehicles and third-
party products 962 626 215 3 15 0 1,820 1,806 911 707 638 1 30 –9 2,277 2,256
Engines, powertrains,
and parts deliveries 445 839 – – – –362 922 922 441 787 – – – –300 929 929
Rental and leasing
business 557 764 46 – 638 –471 1,534 1,367 603 784 42 – 503 –402 1,529 1,428
Interest and similar
income – – 0 – 1,535 –151 1,385 0 0 – 0 – 1,399 –168 1,231 0
Other sales revenue1 265 156 338 43 – –44 758 758 230 90 314 41 – –66 608 617
17,945 14,095 8,169 2,768 2,188 –1,113 44,052 42,536 18,907 13,652 11,116 2,918 1,932 –1,052 47,473 46,182
1 Prior-period amount adjusted to reflect the current presentation, see Segment reporting
Information about the Group’s performance obligations
The Group’s performance obligations primarily comprise sales of trucks, heavy-duty special-purpose vehicles, buses, light commercial vehicles, and related
spare parts, as well as the provision of repair and maintenance services. In addition to standard statutory warranties, the TRATON GROUP also offers service
guarantees.
In line with standard business practice, payment terms are 30 days, although a payment term of up to 140 days is granted in certain markets. Customers can
decide to purchase a vehicle by means of financing solutions from the TRATON Financial Services. If a third party outside the TRATON GROUP is used,
TRATON normally receives the payment from that party shortly after the customer has received the vehicle.
Other sales revenue includes revenue from product -related royalties. The reconciliation contains TRATON Holding, the Group R&D industrial function, the
effects of purchase price allocations in the event of the acquisition of an individual segment, and the consolidation adjustments between the reporting
segments and the TRATON Holding.
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Sales revenue recognized in the reporting period that was included in prepayments received on customer contracts at the beginning of the reporting period
(see Note 23. Other liabilities ) amounted to €1,5 79 million (previous year: €1,33 9 million). Sales revenue includes € –53 million (previous year: €1 4 million)
relating to the satisfaction of performance obligations in previous years.
Order backlog
€ million 2025 2024
Expected timing of revenue recognition
Within one year 13,114 15,671
1 to 5 years 2,554 2,559
More than 5 years 263 229
15,931 18,459
The order backlog under IFRS 15 Revenue from Contracts with Customers resulting in revenue recognition within one year relates primarily to the delivery
of vehicles. Revenue recognition expected after more than one year relates primarily to long-term service agreements and extended warranties. The order
backlog decreased despite a significant year-on-year increase in incoming orders. This was primarily due to a lower order intake in relation to unit sales (see
4. Results of operations in the Combined Management Report).
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2. Functional expenses
Accounting policies: operating expenses
Operating expenses are recognized when the underlying products or services are used. Costs of advertising and other distribut ion expenses are recog-
nized as incurred.
The production cost incurred to generate sales revenue and the purchase costs of merchandise are recognized in cost of sales. This item also includes
the cost of additions to warranty provisions for statutory or contractual guarantee obligations that are r ecognized when products are sold. Cost of sales
includes nonstaff overheads and personnel costs, as well as depreciation and amortization applicable to production. Research & development costs not
eligible for capitalization and amortization of capitalized development costs are also reported in cost of sales.
Corresponding to the presentation of interest and commission income in sales revenue, interest and commission expenses attrib utable to the financial
services business are presented in cost of sales.
Distribution expenses relate primarily to nonstaff overheads and personnel expenses, as well as depreciation and amortization applicable to distribution.
Administrative expenses primarily contain nonstaff overheads and personnel expenses, as well as deprec iation and amortization applicable to admin-
istration.
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Cost of sales
Cost of sales of €35,630 million (previous year: €37,373 million) was incurred in the fiscal year ended December 31, 2025. This includes expenses of €1,491 mil-
lion (previous year: €1,315 million) attributable to the TRATON Financial Services segment. It also includes expenses of €60 million (previous year: €– million)
related to additional US tariffs imposed under Section 232.
Research & development costs contained in cost of sales are broken down as follows:
€ million 2025 2024
Primary R&D costs1 2,742 2,469
of which capitalized development costs1 1,215 976
Capitalization ratio (in %)1 44.3 39.5
Amortization of, and impairment losses on, capitalized
development costs 620 530
Research & development costs recognized in the income
statement 2,148 2,022
1 Since fiscal year 2025, primary R&D costs no longer include capitalized borrowing costs. The previous year’s indicator was adjusted accordingly.
Human Resources
The personnel expenses contained in the functional expenses rose by €31 1 million year-on-year. This increase is primarily a result of the increase in the
workforce and wage and salary increases.
Personnel expenses
€ million 2025 2024
Wages and salaries 6,097 5,924
Social security 1,314 1,208
Post-employment, and other benefit costs 393 361
Personnel expenses 7,804 7,493
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Average annual number of employees
2025 2024
Performance-related wage-earners 48,589 49,321
Salaried staff 59,166 56,558
Total number of employees 107,755 105,879
of which in the passive phase of partial retirement 880 797
Vocational trainees 3,485 3,216
Total workforce 111,240 109,095
The increase is primarily attributable to the higher number of employees at Scania Vehicles & Services and MAN Truck & Bus.
3. Other operating income and expenses
€ million
2025 2024
Other
operating
income
Other
operating
expenses
Net income
(+)/net
expense (-)
Other
operating
income
Other
operating
expenses
Net income
(+)/net
expense (-)
Effects from exchange rate movements 858 –991 –133 1,225 –1,151 73
Income from reversal of provisions and accruals 76 – 76 60 – 60
Effects from derivatives not included in hedge
accounting 145 –67 79 61 –154 –93
Rental and lease income 23 – 23 17 – 17
Effects from disposal of noncurrent assets 43 –21 23 28 –11 17
Expenses for litigation and legal risks – –305 –305 – –308 –308
Miscellaneous income and expenses 241 –374 –134 287 –290 –3
1,386 –1,758 –372 1,678 –1,915 –237
Foreign exchange gains mainly comprise gains from exchange rate movements between the dates of recognition and payment of receivables and liabilities
denominated in foreign currencies, as well as exchange rate gains resulting from measurement at the closin g rate. Exchange rate losses from these items
are included in other operating expenses.
Litigation and legal risks include expenses attributable to civil lawsuits against Scania Vehicles & Services and MAN Truck & Bus in connection with the EU
truck cases in individual countries (see Note 32. Litigation/legal proceedings).
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Gains or losses from derivatives not included in hedge accounting are primarily comprised of exchange rate gains or losses from the fair value measurement
of foreign currency derivatives not included in hedge accounting.
Miscellaneous income includes claims for damages amounting to €54 million (€100 million), particularly warranty costs from external suppliers.
Miscellaneous expenses include costs of €42 million (previous year: €– million) related to restructurings at Scania Vehicles & Services.
4. Net interest income/expense
Reporting period FROM January 1 to December 31
€ million 2025 2024
Interest income1 235 317
Interest and similar income1 235 317
Interest expense1 –656 –808
Interest and similar expenses1 –430 –596
Interest expenses for lease liabilities –51 –44
Net interest on the net liability for pensions and other post-employment benefits –87 –80
Unwinding of discount and effect of change in discount rate on liabilities and other provisions –88 –87
Interest result –421 –490
1 Prior-year period adjusted, see Note Basis of preparation — Accounting policies — Prior-period information
Both interest income and interest expense declined due to the decrease in the general interest rate level in the current fisc al year, despite an increase in
the financing volume.
Interest income and expenses contain realized income and expenses from interest rate derivatives on net liquidity positions.
In the previous year, interest income included higher interest income from tax refunds.
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5. Other financial result
Reporting period FROM January 1 to December 31
€ million 2025 2024
Other income from equity investments 3 2
Other expenses from equity investments –34 –1
Income and expenses from profit and loss transfer
agreements 2 2
Realized income and expenses from loan receivables and
payables in foreign currency –141 356
Income and expenses from remeasurement of primary
financial instruments –550 –524
Income and expenses from changes in the fair value of
derivatives not included in hedge accounting 524 –120
Income and expenses from changes in the fair value of
derivatives included in hedge accounting 0 –5
Expenses related to arbitration proceedings for the MAN SE
merger squeeze-out – –96
–196 –387
The fair value changes from derivatives not included in hedge accounting offset the currency translation effects of realizati on and measurement on net
financial debt. There was a residual expense in fiscal year 2025 that is mainly due to the appreciation o f the euro against the US dollar. There was a much
higher residual expense in the previous year that was mainly due to the appreciation of the euro against the Brazilian real.
6. Income taxes
Accounting policies: income taxes
Tax provisions contain obligations under current taxes. A liability is recognized for other provisions resulting from supplementary tax payments that are
due in this context.
Deferred tax assets for tax loss carryforwards are usually measured on the basis of future taxable income over a planning per iod of five fiscal years , in
some cases up to ten fiscal years. Deferred tax assets that are unlikely to be realized within a clearly predictable period are reduced by valuation allow-
ances.
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Estimates and management’s judgment: income taxes
TRATON SE and its subsidiaries operate all over the world and are continuously audited by the local financial authorities. Ch anges in tax legislation,
jurisdiction, and how these are interpreted by the financial authorities in the different countries may result in tax payments that differ from the estimates
made in these financial statements. The measurement of the tax provision is based on the most probable estimate that this risk materializes. Depending
on the individual case, whether tax-related uncertainties are recognized individually or as part of a group at TRATON depends on which presentation is
better suited to forecasting whether the tax-related risk materializes. In the case of contracts entailing cross -border goods and services supplied within
the Group, determining the price of the individual products and services is particularly complex because no market prices are available for the company’s
own products in many cases or because using the market prices of similar products entails a degree of uncertainty due to lack of comparability. In these
cases, the products and services are priced using recognized standard valuation methods, including for tax purposes.
Components of tax income and expense
€ million 2025 2024
Current tax expense (+)/income (–), Germany 32 –65
Current tax expense (+)/income (–), outside Germany 696 1,043
Current income taxes 728 978
of which prior-period expense (+)/income (–) –10 –97
Deferred tax expense (+)/income (–), Germany 16 121
Deferred tax expense (+)/income (–), outside Germany –264 –333
Deferred tax expense (+)/income (–) –249 –212
The statutory corporate income tax rate in Germany for the 2025 assessment period was 15%. Including trade tax and the solidarity surcharge, this produces
an aggregate tax rate of 31.9% (previous year: 31.9%).
The measurement of deferred taxes in the German consolidated tax group was based on a tax rate of 31.9% (previous year: 31.9% ) for differences between
the carrying amount of an asset in the balance sheet and its tax base that will reverse in the short term. For long-term temporary differences, the company-
specific tax rate at the time of their reversal was applied.
The local income tax rates applied to foreign companies vary between 0 and 45% (previous year: 0 and 45%). In cases of split tax rates, the tax rate applicable
to undistributed profits was applied. The deferred tax income resulting from changes in tax rates amounted to €1 3 million (deferred tax expense previous
year: €7 million) at Group level in 2025.
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An amendment to the German Corporate Income Tax Act was passed in July 2025. As a result, the corporate income tax rate will be gradually reduced from
15 to 10%, starting in 2028. This led to income of €17 million from the measurement of deferred tax assets and deferred tax liabilities of the German subsidi-
aries in the fiscal year ended December 31, 2025.
The realization of tax loss carryforwards from previous years reduced current income taxes in 2025 by €93 million (previous year: €165 million).
The actual income tax expense in the reporting period decreased by € 2 million (previous year: €1 million) due to the utilization of previously unrecognized
tax losses and tax credits from previous periods. Previously unrecognized tax losses and tax credits contributed to a € 9 million (previous year: €29 million)
reduction in deferred tax expense in 2025.
Deferred taxes are recognized for interest carryforwards to the extent that it is probable that the interest carryforward can be used in the future. Unused
interest carryforwards amount to €745 million (previous year: €718 million). Interest carryforwards of €532 million (previous year: €528 million) can be used
for an indefinite period, while €213 million (previous year: €191 million) must be used within the next ten years.
Tax loss carryforwards
€ million 12/31/2025 12/31/2024
Available for an indefinite period 2,669 1,622
Limit on utilization within the next 10 years 1,520 1,347
Limit on utilization between 11 and 20 years 569 1,119
Total currently unused tax loss carryforwards 4,758 4,088
Indefinite tax loss carryforwards 209 237
Expire within the next 10 years 357 128
Expire between 11 and 20 years 301 252
Total unusable tax loss carryforwards 867 617
Write-downs of deferred tax assets
€ million 12/31/2025 12/31/2024
Deferred tax expense resulting from the write-down of a
deferred tax asset 84 8
Deferred tax income resulting from the reversal of a write-
down of a deferred tax asset 0 –2
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Tax credits granted by various countries amounted to €170 million (previous year: €177 million) as of December 31, 2025.
No recognition of deferred tax assets on tax credits
€ million 12/31/2025 12/31/2024
for tax credits that would expire in the next 20 years 42 84
for tax credits that will not expire 2 0
No deferred taxes were recognized for the retained earnings of €43,362 million (previous year: €39,494 million) at foreign subsidiaries because these profits
are largely expected to be reinvested in the operations of the companies concerned. As a general rule, distribution would lea d to additional income tax
expense.
For companies that incurred a loss in the current or prior period, the TRATON GROUP recognized deferred tax assets as of December 31, 2025, that exceeded
the deferred tax liabilities by €1,006 million (previous year: €284 million). Of this amount, €767 million (previous year: €0) is attributable to companies in the
USA consolidated tax group and €233 million (previous year: €27 5 million) is attributable to companies in the TRATON SE consolidated tax group . The
amounts mainly include loss carryforwards and deductible temporary differences. Recognition is based on the availability of sufficient taxable profits in the
following fiscal years, among other things. These are substantiated by the business plans.
The overall analysis concludes that the companies in question will generate sufficient taxable income that can be used to off set the previously unused tax
losses and deductible temporary differences.
In fiscal year 2025, total deferred taxes of €7 2 million (previous year: €–40 million) were recognized directly in other comprehensive income. Changes in
deferred taxes classified by balance sheet item are presented in the statement of comprehensive income.
Global minimum taxation
The introduction of the global minimum tax (Pillar 2) does not result in any substantial burdens for the TRATON GROUP. The current tax expense in connec-
tion with Pillar 2 income taxes amounts to €2 million (previous year: €2 million). The TRATON GROUP has applied the deferred tax recognition and disclosure
exception in the context of Pillar 2 income taxes.
Deferred taxes classified by balance sheet item
The following recognized deferred tax assets and liabilities were attributable to recognition and measurement differences in the individual balance sheet
items and to tax loss carryforwards:
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Deferred tax assets and liabilities
€ million
Deferred tax assets Deferred tax liabilities
2025 2024 2025 2024
Intangible assets 248 213 1,642 1,731
Property, plant, and equipment, and assets leased out 142 109 1,597 1,570
Noncurrent financial assets 0 2 13 10
Inventories 102 61 45 77
Receivables and other assets (including financial services receivables) 376 324 511 415
Pensions and other post-employment benefits 456 542 2 2
Liabilities and other provisions 3,192 3,204 511 554
Loss allowances on deferred tax assets from temporary differences – – – –
Temporary differences, net of loss allowances 4,516 4,456 4,322 4,358
Tax loss carryforwards/ interest carryforwards, net of loss allowances 1,130 1,084 – –
Tax credits, net of loss allowances 125 92 – –
Value before consolidation and offset 5,771 5,633 4,322 4,358
of which attributable to noncurrent assets and liabilities 4,313 4,271 3,761 3,846
Offset –3,893 –3,781 –3,893 –3,781
Consolidation 675 752 84 95
Amount recognized 2,552 2,604 512 672
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Reconciliation of expected to effective income tax expense
€ million 2025 2024
Earnings before income tax 2,024 3,569
Expected income tax expense (+)/income (–) (tax rate:
31.9%; previous year: 31.9%) 646 1,138
Reconciliation:
Effect of different tax rates outside Germany –48 –239
Proportion of taxation relating to:
tax-exempt income –242 –285
expenses not deductible for tax purposes 159 214
effects of loss carryforwards and tax credits 34 –84
Prior-period tax expense and tax risks –19 –42
Effect of tax rate changes –13 7
Other taxation changes –37 57
Effective income tax expense (+)/income (–) 479 766
Effective tax rate (in %) 24 21
7. Earnings per share
Accounting policies: earnings per share
Earnings per share are calculated by dividing consolidated earnings after tax attributable to TRATON SE shareholders by the a verage number of shares
outstanding. The computation of diluted earnings per share is identical to that of basic earnings per share because TRATON SE has not issued any finan-
cial instruments that could result in dilutive effects. Dilution may arise in the future if TRATON SE’s contingent capital is exercised.
€ million 2025 2024
Earnings after tax (attributable to shareholders of TRATON
SE) 1,547 2,804
Number of shares outstanding 500,000,000 500,000,000
Earnings per share (€) 3.09 5.61
TRATON SE’s share capital amounts to €500 million and is composed of 500 million (previous year: 500 million) no-par value bearer shares.
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Balance sheet disclosures
8. Goodwill and impairment losses on assets
Accounting policies: goodwill and impairment losses on assets
Goodwill from business combinations is tested for impairment at least once a year. The goodwill impairment test is usually co nducted at segment level
on the basis of value in use. The same applies to indefinite-lived intangible assets (especially brand names) and intangible assets not yet available for use
(in particular capitalized development costs prior to the start of series production). As part of the impairment test, Group R&D corporate assets are allo-
cated to the individual segments using a specific key.
In the case of other intangible assets and property, plant, and equipment, an impairment test is performed if there are indic ations of impairment as of
the reporting date.
As a rule, value in use is the present value of the expected future cash flows from the asset concerned. If no recoverable amount can be measured for an
individual asset, the recoverable amount is determined for the smallest identifiable group of assets th at generate cash flows (cash -generating unit) to
which the asset belongs. If the recoverable amount is less than the carrying amount, an impairment loss is recognized in profit or loss for the period.
Estimates and management’s judgment: recoverability of noncurrent nonfinancial assets
The impairment testing of nonfinancial assets — especially goodwill, brand names, capitalized development costs, other intangible assets, and property,
plant, and equipment — and equity-method investments, or investments accounted at cost, require assumptions to be made about future market trends,
the future cash flows to be derived on that basis, and the discount rate to be applied.
To derive cash flows, management inputs its mid-range expectations into the planning on the basis of estimates of changes in the development of the
economic environment, market volume, market share, and cost and price trends. Assumptions about macroeconomic trends (currency, interest rate, and
commodity price trends) and the impact of geopolitical risks on the business model, as well as historical developments, are c onsidered. The detailed
planning period is generally five years.
The cash flows are derived from the detailed sales and revenue planning for commercial vehicles, profitability (gross margin) projections for products,
and trends in the service business. They also reflect the transition to electric mobility and the associ ated regulatory timetables (see also Note Effects of
climate change). Estimated cash flows after the end of the five -year detailed planning period are based on an annual growth rate of 1% (previous year:
1%) per annum, which also reflects the switch toward electric mobility.
Our planning is based on the assumption that global economic output will grow overall in 2026 at a similar pace to 2025. The further decline in inflation
in major economic regions and the resulting continued monetary easing should positively impact consumer spending. We continue to believe that risks
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will arise from the growing fragmentation of the global economy, protectionist tendencies, turbulence in the financial, energy, and commodity markets,
and structural deficits in individual countries. Growth prospects are also being impacted by ongoing geopolitical tensions and conflicts. Risks are posed
in particular by the Russia-Ukraine conflict, the tense situation in the Middle East, and increasing uncertainties in connection with the economic policy
orientation of the US and the global increase in geoeconomic measures, which could further exacerbate geopolitical tensions. We expect the advanced
economies to exhibit a similar pace of growth on average, and the group of emerging markets to grow at a slightly slower pace than in the reporting
period.
This macroeconomic environment also results in an increased level of uncertainty affecting the calculation of values in use. Inflation rates declined in
many countries during fiscal year 2025, but remained at elevated levels in others. As a result, not all central banks lowered their key interest rates to the
same extent, which had a dampening effect on economic growth in some cases. For fiscal years from 2026, we believe that the increases in material and
personnel costs will return to levels normally seen in the past, depending on the region. Increases in sales revenue were also projected because of the
rise in costs. The current geopolitical risks and their impact on the macroeconomic situation could mean additional challenge s for the development of
the commercial vehicle markets.
In the commercial vehicle markets relevant to the TRATON GROUP, the Executive Board is anticipating a slight overall market growth in the period from
2026 to 2030, with varying regional trends. We are anticipating a stable commercial vehicle market in the EU27+3 region at the level of the previous years,
whereas a slight growth is expected in North America. Market volatility is likely to occur in the years before and after the introduction of new emissions
standards in the EU27+3 region and in North America . We are anticipating a slight increase in the South American market in the planning period. More
details on expected industry developments and the forecast for fiscal year 2026 can be found in the Report on expected developments in the Combined
Management Report.
Based on volume and price effects, we are projecting an increase in sales revenue over the planning period. An expansion in e lectric mobility is also
projected in the Scania Vehicles & Services, MAN Truck & Bus, and VWTB segments in the five -year planning (see also the note on Effects of climate
change). The costs from the transition to electric mobility were included in the cash flows. The negative impact of the additional US tariffs imposed under
Section 232 has been reflected in International’s cash flows.
At Scania Vehicles & Services, increasing unit sales volumes as well as the expansion of the Vehicle Services business, will also have a positive impact on
projected cash flows.
Higher unit sales are positively impacting cash flows at MAN Truck & Bus.
At International Motors, a significant rise in unit sales is expected due to upcoming launches of new products despite the direct impact of additional US
tariffs imposed under Section 232 and no more than slight growth in the North American market. The introduction of new produc ts, leveraging the
TRATON GROUP’s powerful components and technology organization, and even mor e effective deployment of one of the largest independent dealer
and service networks in the North American market, to which International Motors already has access, are having a positive impact overall on projected
cash flows.
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As well as entering new markets through increasing internationalization, Volkswagen Truck & Bus is also capitalizing on the growth of the Brazilian mar-
ket.
Overall, these assumptions led to an expected improvement in operating return on sales (adjusted) up to 2030 across all cash-generating units to which
goodwill is allocated.
The planning assumptions are adjusted to reflect the current state of knowledge.
When determining the value in use for the impairment test, the following pretax weighted average cost of capital (WACC) rates are used, modified if
necessary to reflect country-specific risks:
WACC 2025 2024
Scania Vehicles & Services 9.8% 10.4%
MAN Truck & Bus 9.8% 10.4%
International Motors 10.5% 11.2%
Volkswagen Truck & Bus 13.9% 14.6%
The WACC rates are calculated based on the interest rate for risk-free investments, the market risk premium, and the cost of debt. Additionally, specific
peer group information on beta factors and the cost of debt are considered. The composition of the pee r groups used to determine beta factors is con-
tinuously reviewed and adjusted if necessary.
Sensitivity analyses are performed as part of the planning process to factor in uncertainties related to geopolitical and mac roeconomic conditions. For
example, the growth forecasts for the perpetuity and the discount rates are varied by –/+1.0 percentage points to establish whether this results in impaired
noncurrent nonfinancial assets. In addition, the projected cash flows are also tested for sensitivity with regard to potentia l changes, particularly in light
of the uncertainty surrounding the transforma tion of the commercial vehicle industry towards electric mobility. The sensitivity analyses performed did
not indicate any impairment of goodwill and brand names.
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Changes in goodwill
€ million 2025 2024
Cost
Balance as of 01/01 6,225 6,154
Currency translation differences –216 71
Additions from business combinations 29 0
Balance as of 12/31 6,037 6,225
Depreciation and amortization
Balance as of 01/01 / 12/31 (not changed) 70 70
Carrying amount as of 12/31 5,967 6,154
The allocation of goodwill to the segments is shown in the following table:
€ million 12/31/2025 12/31/2024
Goodwill by segment
Scania Vehicles & Services 2,653 2,478
MAN Truck & Bus 222 222
International Motors 2,818 3,181
Volkswagen Truck & Bus 273 273
5,967 6,154
There was no need for impairment losses on our goodwill based on the impairment test we performed. The changes in goodwill are attributable to currency
adjustment effects and changes in the basis of consolidation.
9. Intangible assets
Accounting policies: intangible assets
Purchased intangible assets are recognized at cost. Development costs for vehicles and vehicle components are capitalized if the recognition criteria of
IAS 38 Intangible Assets are met. For example, the technical feasibility of completing the new product must be demonstrated so that it will result in
future economic benefits for the company through use or sale. Capitalized development costs consist of all direct and overhea d costs that are directly
attributable to the development process. TRATON has developed ONE PDP (Product Development Process), a Group -wide process for implementing
product development projects and initiatives. The product development process comprises several phases that focus on specific parts of the project.
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Each phase begins and ends with a milestone that must be passed based on clearly defined criteria before the project can proc eed to the next phase.
The start and end of the capitalization of development costs is explicitly linked to the achievement of specific milestones within the ONE PDP.
They are amortized using the straight -line method from the start of use (e.g., start of production) over the expected life of the models or technologies
developed.
The amortization periods for intangible assets are broken down as follows:
Expected useful lives
Software and licenses 3–5 years
Capitalized development costs 3–15 years
Customer relationships 5–20 years
Brand names indefinite
In addition, macroeconomic and geopolitical uncertainties that affect the decision to implement individual development projec ts and may lead to im-
pairment losses are also considered when assessing the recoverability of capitalized development costs.
The indefinite useful life of brand names acquired under business combinations generally arises from the continued use and ma intenance of a brand.
Brand names from business combinations and intangible assets that are not yet available for use (in particula r capitalized development costs prior to
the start of series production) are also tested for impairment at least once a year in accordance with the principles of good will impairment testing (for
further information, refer also to Note 8. Goodwill and impairment losses on assets).
Amortization charges and impairment losses in a reporting period are allocated to the corresponding functions in the income s tatement and are in-
cluded in particular in cost of sales and distribution expenses.
Estimates and management’s judgment: useful life of intangible assets
Estimates of the useful life of finite -lived intangible assets are based on experience and reviewed regularly. Where estimates are modified, the residual
useful life is adjusted and an impairment loss is recognized, if necessary.
For further information, see Note 8. Goodwill and impairment losses on assets.
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Changes in intangible assets in the period from January 1 to December 31, 2025
€ million
2025 2024
Brand
names
Customer
relation-
ships
Capitalized
development
costs
Other
intangible
assets Total
Brand
names
Customer
relation-
ships
Capitalized
development
costs
Other
intangible
assets Total
Cost
Balance as of 01/01 1,720 3,020 7,789 801 13,329 1,705 2,918 6,937 734 12,293
Currency translation
differences –44 –266 89 11 –210 15 99 –125 –24 –35
Changes in
basis of consolidation – 18 0 2 19 – – – 0 0
Additions – – 1,220 39 1,259 – 2 978 32 1,012
Transfers – – 0 145 145 – – – 68 68
Disposals – – –9 –36 –45 – – 0 –9 –9
Balance as of 12/31 1,676 2,771 9,089 960 14,497 1,720 3,020 7,789 801 13,329
Amortization and
impairment
Balance as of 01/01 36 1,359 4,026 519 5,940 43 1,101 3,564 471 5,179
Currency translation
differences 0 –91 71 –1 –21 –7 5 –68 –17 –87
Additions to cumulative
amortization – 243 519 90 852 – 252 527 71 850
Additions to cumulative
impairment losses – – 101 1 102 – 1 3 3 6
Reversal of a write-
down – – – – – – – – –1 –1
Disposals – – –8 –32 –40 – – 0 –7 –7
Balance as of 12/31 36 1,511 4,709 577 6,833 36 1,359 4,026 519 5,940
Carrying amount as of
12/31 1,640 1,261 4,381 383 7,664 1,684 1,661 3,763 281 7,389
In fiscal year 2025, capitalized development costs of €10 0 million relating to the termination of a development project for Class 8 battery -electric trucks at
International Motors were classified as impaired and recognized in cost of sales.
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These had been attributable to Scania Vehicles & Services.
€ million 12/31/2025 12/31/2024
Brand names by segment 1,640 1,684
Scania Vehicles & Services 901 850
International Motors 717 809
TRATON Financial Services 22 25
10. Property, plant, and equipment, right-of-use assets under IFRS 16, and lease liabilities
Accounting policies: property, plant, and equipment, right-of-use assets under IFRS 16, and lease liabilities
Items of property, plant, and equipment are measured at cost and reduced by depreciation and, if necessary, impairment losses (for further information,
refer also to Note 8. Goodwill and impairment losses on assets .) In addition, macroeconomic and geopolitical uncertainties that affect use of the items
and may lead to impairment losses on corresponding items of property, plant, and equipment, are also considered when assessing the recoverability of
property, plant, and equipment.
Items of property, plant, and equipment are depreciated using the straight-line method ratably over their estimated useful lives. The useful lives of items
of property, plant, and equipment are periodically reassessed and adjusted if necessary. Depreciation and amortization is based primarily on the follow-
ing useful lives:
Useful lives in years
Buildings 10–50 years
Land improvements 5–33 years
Technical equipment and machinery 3–12 years
Other equipment, operating and office equipment, including special
equipment 3–15 years
The right-of-use assets from contracts in which the TRATON GROUP is a lessee are reported under “Property, plant, and equipment” in the balance sheet
and generally depreciated over the term of the lease using the straight-line method.
The lease liability is measured by reference to the outstanding lease payments, discounted using the lessee’s incremental bor rowing rate. The lease
liability is subsequently measured using the effective interest rate method reflecting the lease payments ma de. Interest expenses from unwinding the
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discount on lease liabilities are presented in interest expense in the income statement and in net cash provided by/used in o perating activities in the
statement of cash flows. In addition, the TRATON GROUP exercises the options under IFRS 16 not to recognize leases for intangible assets and low-value
assets, as well as short-term leases, as leases and instead to recognize the corresponding lease payments as expenses in the income statement.
Estimates and management’s judgment: useful lives of property, plant, and equipment, and measurement of right-of-use assets and lease liabili-
ties
Estimates of the useful life of items of property, plant, and equipment are based on experience and reviewed regularly. Where estimates are modified,
the residual useful life is adjusted and an impairment loss is recognized, if necessary.
Measurement of right-of-use assets from leases and the associated lease liabilities is based on a best estimate of the exercise of extension and termina-
tion options. This estimate is updated in the event of material changes in the operating environment or the contract.
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Changes in property, plant, and equipment in the period from January 1 to December 31
€ million
2025 2024
Land, land rights, and
buildings, including
buildings on third-party
land
Technical
equipment
and machinery
Other
equipment,
operating and
office
equipment
Payments on
account
and assets
under
construction Total
Land, land rights, and
buildings, including
buildings on third-party
land
Technical
equipment
and machinery
Other
equipment,
operating and
office
equipment
Payments on
account
and assets
under
construction Total
Cost
Balance as of 01/01 6,733 4,858 4,781 1,882 18,254 6,438 4,554 4,570 1,391 16,953
Currency translation
differences –38 58 22 –71 –30 –43 –131 –114 9 –279
Additions 383 131 347 1,120 1,982 284 175 308 1,265 2,032
Transfers 482 796 –1 –1,415 –138 157 358 180 –763 –68
Disposals –97 –143 –194 –10 –444 –103 –96 –164 –19 –382
Changes in basis of
consolidation 27 9 5 1 41 0 –4 1 0 –3
Balance as of 12/31 7,490 5,709 4,961 1,507 19,666 6,733 4,858 4,781 1,882 18,254
Depreciation and
impairment
Balance as of 01/01 2,518 2,743 3,345 2 8,608 2,275 2,551 3,159 4 7,989
Currency translation
differences 7 56 42 0 104 –17 –86 –84 –1 –188
Additions to cumulative
depreciation 367 397 435 – 1,199 340 366 401 – 1,107
Additions to cumulative
impairment losses – 0 4 8 12 2 – 8 1 11
Transfers 1 188 –188 – 1 0 4 –4 – 0
Disposals –62 –131 –165 – –359 –77 –85 –135 – –296
Reversals of impairment
losses – – –8 –1 –9 –6 –4 –1 –2 –12
Changes in basis of
consolidation –4 1 2 – –1 0 –4 0 – –3
Balance as of 12/31 2,827 3,253 3,466 9 9,555 2,518 2,743 3,345 2 8,608
Carrying amount as of
12/31 4,663 2,455 1,495 1,498 10,111 4,215 2,115 1,436 1,880 9,646
Property, plant, and equipment with a carrying amount of €615 million (previous year: €466 million) serves as collateral for loan liabilities.
In fiscal year 2025, property, plant, and equipment of € 8 million relating to the termination of a development project for Class 8 battery -electric trucks at
International Motors was classified as impaired and recognized in cost of sales.
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Right-of-use assets from leases reported in property, plant, and equipment changed as follows:
€ million
2025 2024
Right-of-use assets
contained in land,
land rights, and
buildings, including
buildings on third-
party land
Right-of-use assets
contained in
technical equipment
and machinery, other
equipment, operating
and office equipment
Total right-of-use
assets
Right-of-use assets
contained in land,
land rights, and
buildings, including
buildings on third-
party land
Right-of-use assets
contained in
technical equipment
and machinery, other
equipment, operating
and office equipment
Total right-of-use
assets
Cost
Balance as of 01/01 1,725 331 2,056 1,601 305 1,906
Currency translation differences –36 –5 –41 –5 –2 –8
Changes in basis of consolidation 20 –1 20 0 0 1
Additions 297 119 416 205 98 303
Disposals –70 –75 –145 –76 –70 –146
Balance as of 12/31 1,936 370 2,306 1,725 331 2,056
Depreciation and impairment
Balance as of 01/01 750 169 919 619 145 764
Currency translation differences –16 –3 –19 –2 –1 –4
Changes in basis of consolidation –3 0 –3 0 0 1
Additions to cumulative depreciation 206 96 301 195 89 283
Disposals –51 –72 –123 –62 –64 –126
Balance as of 12/31 885 190 1,075 750 169 919
Carrying amount as of 12/31 1,051 180 1,231 975 162 1,137
On a gross basis (before discounting), the maturity structure of the lease liabilities reported in financial liabilities is a s follows:
€ million 12/31/2025 12/31/2024
Within one year 313 292
In two to five years 880 821
In more than five years 339 245
1,532 1,359
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Overall, there was a cash outflow of €41 4 million (previous year: €389 million) from lessee relationships in the fiscal year, of which €29 2 million (previous
year: €276 million) was attributable to the repayment of lease liabilities within net cash used in financing activities and €122 million (previous year: €113 mil-
lion) to net cash used in operating activities. The cash flow from operating activities includes leasing expenses for low -value assets and short -term leases,
expenses for variable lease payments not included in the measurement of lease liabilities, and interest expenses from unwinding discounted lease liabilities.
Potential future cash outflows that were not included in the measurement of lease liabilities mainly consist of extension options amounting to €720 million
(previous year: €682 million).
11. Assets leased out
Accounting policies: assets leased out
The “Assets leased out” line item reports assets for which the TRATON GROUP is the lessor. These include in particular vehicles and real estate marketed
in the context of short-term rentals or operating leases, as well as vehicles that continue to be attributable to the TRATON GROUP as a result of buyback
agreements. The underlying asset is measured at amortized cost, recognized in the TRATON GROUP’s assets leased out, and depre ciated to the calcu-
lated residual value over the estimated useful life or term o f the agreement using the straight -line method. The useful lives underlying depreciation
generally correspond to those of items of property, plant, and equipment used by the entity. Changes to the calculated residu al value are taken into
account by adjusting the future depreciation rates. Impairment losses identified as a result of an impairment test in accordance with IAS 36 Impairment
of Assets are recognized. The lease payments received in the period are recognized as income in the income statement on a straight -line or other sys-
tematic basis. Depreciation and impairment losses are included in functional expenses. Further information on account ing for operating leases is con-
tained in Note 1. Sales revenue.
As a general rule, the stated fair value of investment property is calculated using an income capitalization approach based on internal data, using internal
calculations, or by external experts (Level 3 of the fair value hierarchy).
Estimates and management’s judgment: recoverability of assets leased out
The recoverability of the Group’s assets leased out depends in particular on the residual value of vehicles leased out after the end of the lease term, since
this constitutes a significant portion of the expected cash flows, as well as on the current market situation, which is continuously monitored. Forecasting
residual values requires management to make assumptions about the future supply of and demand for vehicles, as well as vehicl e price trends. These
assumptions are based either on qualified estimates or on information published by expert third parties. Where available, qualified estimates are based
on external data and also reflect additional information available internally, such as values derived from past experience and current sales data.
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Changes in assets leased out in the period from January 1 to December 31
€ million
2025 2024
Vehicles
leased out
Investment
property
Other assets
leased out Total
Vehicles
leased out
Investment
property
Other assets
leased out Total
Cost
Balance as of 01/01 7,696 97 39 7,831 8,405 100 40 8,545
Currency translation differences –85 –5 2 –88 20 1 –1 20
Additions 1,984 7 0 1,992 1,564 0 0 1,565
Additions from business combinations – –1 – –1 – 0 – 0
Transfers 0 –7 0 –7 0 – – 0
Disposals –1,792 –3 0 –1,796 –2,293 –5 0 –2,298
Balance as of 12/31 7,803 88 42 7,932 7,696 97 39 7,831
Depreciation and impairment
Balance as of 01/01 2,590 38 35 2,663 2,812 38 36 2,887
Currency translation differences –37 –1 2 –36 14 0 –1 14
Additions to cumulative depreciation 1,027 2 0 1,029 1,011 2 0 1,013
Additions to cumulative impairment losses – – – – 3 – – 3
Transfers 0 –1 0 –1 0 – – 0
Disposals –1,036 0 0 –1,037 –1,248 –3 0 –1,251
Reversals of impairment losses –3 – – –3 –2 – – –2
Balance as of 12/31 2,541 38 37 2,616 2,590 38 35 2,663
Carrying amount as of 12/31 5,262 50 4 5,316 5,106 59 4 5,168
Since new business more than compensates for expiring contracts, a year -on-year increase was recorded in vehicles leased out. This reflects the higher
share of business with buyback agreements in total unit sales.
The “Investment property” item contains land and buildings held for rental or capital appreciation with a fair value of €78 million (previous year: €96 million).
Lease income from investment property amounted to €7 million (previous year: €4 million) in the reporting period.
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Additional information on operating leases
The following payments are expected in the years shown from outstanding undiscounted lease payments arising from operating leases:
€ million 12/31/2025 12/31/20241
Within one year 545 439
In one to two years 408 301
In two to three years 305 228
In three to four years 184 141
In four to five years 88 66
In more than five years 32 16
Total lease payments 1,562 1,190
1 Prior-year period adjusted
Income from operating leases came to €1,563 million (previous year: €1,550 million).
12. Equity-method investments
Accounting policies: equity-method investments
Equity-method investments include associates and joint ventures. Associates and joint ventures are initially measured at cost. In su bsequent periods,
the TRATON GROUP’s share of earnings generated after acquisition is recognized in the income statement. Effects from the increase in the share of the
equity (for example capital increases) of entities in which the TRATON GROUP does not participate, or only has a disproportio nately low participation,
are also recognized in the share of earnings of equity-method investments in the income statement. If an additional interest is acquired in an investment
already accounted for using the equity method, and if this does not change the significant influence, the additional interest is measured at cost; the
interest already held is not remeasured. Other changes in the equity of associates and joint ventures, such as currency translation dif ferences, are rec-
ognized in other comprehensive income.
If there are indications that the carrying amount may be impaired, equity-method investments are tested for impairment; any impairment loss is recog-
nized in the income statement (see Note 8. Goodwill and impairment losses on assets .) If the reason for impairment ceases to exist at a later date, the
impairment loss is reversed to the carrying amount that would have been determined had no impairment loss been recognized.
Goodwill arising from the acquisition of an associate or a joint venture is included in the carrying amounts of investments in associates or joint ventures.
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Sinotruk
The associate, Sinotruk (Hong Kong) Limited, Hong Kong, China (Sinotruk) is one of the largest truck manufacturers in the Chi nese market. Sinotruk’s prin-
cipal place of business is in Hong Kong, China. Due to the application of the equity method, taking into account local capital market regulations relating to
the disclosure of financial information for the investee, a reporting period that differs from the TRATON GROUP’s fiscal year is used to account for Sinotruk.
The market price of the Sinotruk shares held by TRATON was €2,085 million (previous year: €1,947 million) as of December 31, 2025.
Summarized financial information for Sinotruk (on a 100% basis and thus not adjusted for the equity interest held by TRATON) and a reconciliation to the
carrying amounts are presented in the following tables:
Statement of Comprehensive Income
€ million 2025¹ 2024¹
Sales revenue 12,371 11,893
Earnings after tax from continuing operations 867 874
Other comprehensive income –7 –4
Total comprehensive income 861 870
Dividend received2 94 138
1 Amounts shown relate to the period from July 1 of the previous year to June 30 of the year in question.
2 Dividends net of withholding tax
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Balance Sheet
€ million 12/31/2025¹ 12/31/2024¹
Noncurrent assets 5,352 4,922
Current assets 11,345 12,144
Noncurrent liabilities and provisions 189 174
Current liabilities and provisions 10,403 10,708
Net assets 6,104 6,183
Reconciliation of the financial information to the carrying
amount of the equity-accounted investments
Net assets 6,104 6,183
Noncontrolling interests 958 990
Net assets attributable to shareholders 5,146 5,193
Interest held by TRATON (in %) 25 25
Net assets attributable to the TRATON GROUP 1,299 1,311
Goodwill, effects of purchase price allocation, currency
translation differences, and other changes –18 –119
Carrying amount as of 12/31 1,281 1,192
1 Amounts shown relate to the reporting period ended June 30 of the year in question.
Rheinmetall MAN Military Vehicles GmbH (RMMV)
The associate, Rheinmetall MAN Military Vehicles GmbH (RMMV), headquartered in Munich, develops, manufactures, and sells logi stics wheeled vehicles
for military use. The TRATON GROUP holds a 49% equity interest, which is reported in the MAN Truck & Bus segment. Due to the application of the equity
method, taking into account local capital market regulations relating to the disclosure of financial information, a reporting period that differs from the
TRATON GROUP’s fiscal year by three months is used to account for this company.
Summarized financial information for RMMV (on a 100% basis and thus not adjusted for the equity interest held by TRATON) and a reconciliation to the
carrying amounts are presented in the following tables:
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Statement of Comprehensive Income
€ million 2025¹ 2024¹
Sales revenue 1,410 1,405
Earnings after tax from continuing operations 124 126
Other comprehensive income –6 1
Total comprehensive income 118 127
Dividend received 34 13
1 Amounts shown relate to the period from October 1 of the previous year to September 30 of the year in question.
Balance Sheet
€ million 12/31/2025¹ 12/31/2024¹
Noncurrent assets 149 134
Current assets 1,063 856
Noncurrent liabilities and provisions 71 72
Current liabilities and provisions 680 506
Net assets 462 412
Reconciliation of the financial information to the carrying
amount of the equity-accounted investments
Net assets 462 412
Net assets attributable to shareholders 462 412
Interest held by TRATON (in %) 49 49
Net assets attributable to the TRATON GROUP 226 202
Goodwill 10 10
Carrying amount as of 12/31 236 212
1 Amounts shown relate to the reporting period ended September 30 of the year in question.
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Summarized financial information on individually immaterial associates of the TRATON GROUP based on its proportionate interest
The carrying amounts of other associates amounted to €99 million (previous year: €96 million) as of December 31, 2025. The following table contains sum-
marized financial information on the other associates; the disclosures relate to the Group’s share of the associates in all cases:
€ million 2025 2024
Earnings after tax from continuing operations –16 –5
Total comprehensive income –16 –5
Summarized financial information on individually immaterial joint ventures of the TRATON GROUP based on its proportionate inter-
est
The carrying amounts of the joint ventures were €153 million (previous year: €141 million) as of December 31, 2025. The following table contains summarized
financial information on the joint ventures; the disclosures relate to the Group’s share of the joint ventures in all cases:
€ million 2025 2024
Earnings after tax from continuing operations –19 –16
Total comprehensive income –19 –16
13. Other equity investments
Accounting policies: other equity investments
Other equity investments include shares in unconsolidated immaterial subsidiaries, associates and joint ventures not accounte d for using the equity
method due to insignificance, and financial investments. The TRATON GROUP has exercised the option under IFRS 9 Financial Instruments to recognize
investments in equity instruments that are not held for trading and are measured under IFRS 9 at fair value through other com prehensive income (no
recycling) because recognition of gains and losses on these instruments at fair value through profit or loss would not provide any information about the
entity’s performance for the TRATON GROUP. When an investment in equity instruments is sold or disposed of, the effect of the fair value measurement
recognized in other comprehensive income is reclassified from equity to retained earnings.
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Other equity investments
€ million 12/31/25 12/31/24
Other equity investments measured at fair value 64 71
Non-significant subsidiaries, associates and joint ventures measured at cost 19 68
83 139
For more information on the calculation of the fair value, see Note 28. Significance of financial instruments for net assets, financial position, and results of
operations, section Recognition, derecognition, and classification of financial instruments.
14. Financial services receivables
Accounting policies: financial services receivables
The TRATON Financial Services segment offers a wide range of financing solutions, normally with maturities of between three a nd five years, in which
the vehicles serve as collateral. The type of financing solution offered often depends on market conditions as well as civil and tax law rules in the country
concerned.
Customer finance receivables primarily comprise loans granted to direct customers. Dealer finance receivables mainly include working capital loans to
dealers. The loans are collateralized by the underlying vehicles or other liens.
In addition, the TRATON Financial Services segment acts as a lessor in the finance leasing business for commercial vehicles m anufactured entirely by
the TRATON Operations business area and for vehicles for which only the chassis were manufactured by the TR ATON Operations business area. The
resulting finance lease receivables are recognized at the commencement date at the amount of the net investment in the lease. The lease payments
received in the reporting period subsequently reduce the principal and the unearned finance income. Credit risk from lease receivables is accounted for
in accordance with IFRS 9. Further information on accounting for finance leases can be found in Note 1. Sales revenue.
Some companies in the TRATON GROUP sell revolving current trade receivables as well as contractually agreed cash flows from leases. Further sales are
agreed in specific cases. Asset-backed securities transactions are also carried out in the TRATON Financial Services segment, in which future cash flows
from financial services receivables are assigned to structured entities, which then securitize them. If substantially all the risks and rewards of ownership
remain with the TRATON Financial Services segment, t he financial asset is not derecognized. Instead, a financial liability is recognized in the case of
asset-backed securities transactions or, in all other cases, other financial liabilities are recognized in the amount of the consideration received. For further
information, see Note 22. Other financial liabilities.
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For further information on the recognition and measurement principles applicable to financial services receivables and on acc ounting for credit risk
from lease receivables, refer to Notes 28. Significance of financial instruments for net assets, financial position, and results of operations and 29. Nature
and extent of risks arising from financial instruments.
Estimates and management’s judgment: measurement of expected credit losses
The TRATON GROUP is exposed to risks from contractual payments. In all major respects, the Group has the right to recover the vehicles underlying the
contracts as collateral. The Group has an exposure to loss if the fair value of the collateral does not fu lly cover the risk exposure to the customer and the
customer is unable to fulfill its contractual payment obligations. If possible, the estimates of this loss exposure are deriv ed from past experience, taking
into account current market data and rating classes, as well as scoring information.
Financial services receivables
€ million
Carrying amount Carrying amount
current
non-
current 12/31/2025 current
non-
current 12/31/2024
Receivables from the
financing business
Customer financing 2,887 5,349 8,237 2,481 4,807 7,288
Dealer financing 2,036 12 2,048 2,267 7 2,274
4,923 5,362 10,285 4,747 4,814 9,562
Receivables from finance leases 2,397 5,210 7,607 2,123 4,276 6,400
Receivables from operating leases 15 – 15 23 – 23
7,335 10,571 17,906 6,894 9,090 15,984
The €723 million increase in financial services receivables compared with the previous year is mainly attributable to a €94 9 million increase in customer
financing receivables. This was partially offset by a €226 million decrease in dealer finance receivables. The increase in receivables from customer financing
is primarily attributable to higher portfolio volumes in the Brazilian market following the acquisition of the VWTB financial services business effective June
30, 2025 (see Note Acquisitions), as well as the expansion of the financing business in the TRATON Financial Services segment for International. The year -
on-year decline in dealer finance receivables is mainly a result of the nonrecurrence of the advance sales in Mexico pulled forw ard in the previous year in
response to the introduction of a new emissions standard that took effect in 2025.
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The increase in finance lease receivables is primarily attributable to the increased portfolio volume in many markets. After acquiring the rights to the future
MAN Financial Services business in several countries in the previous year, the acquisition was fully completed in the first half of 2025. Wi th the start of
business activities in the new markets at the end of 2024 and during the entire fiscal year 2025, this led to a significant increase in finance lease receivables.
Reconciliation of lease payments from finance leases
€ million 12/31/2025 12/31/2024
Undiscounted lease payments1 8,639 7,336
Unearned interest income –863 –776
Net investment in the lease1 7,776 6,560
Loss allowance for lease receivables¹ –169 –160
Carrying amount 7,607 6,400
1 Prior-year figures adjusted
Interest income from the net investment in the leases amounted to €4 73 million (previous year: €401 million) and is reported in sales revenue. Finance
leases resulted in a disposal gain of €6 79 million (previous year: €544 million) in the fiscal year under review. The increase is mainly attributable to higher
volumes resulting from the activities of MAN Financial Services in several markets.
The following payments are expected in the years shown from expected outstanding undiscounted lease payments arising from finance leases:
€ million 12/31/2025 12/31/2024
Within one year 2,794 2,487
In one to two years 2,185 1,842
In two to three years 1,665 1,392
In three to four years 1,121 905
In four to five years1 572 467
In more than five years 303 243
Total lease payments1 8,639 7,336
1 Prior-year figures adjusted
As of the reporting date, asset-backed securities transactions implemented to refinance the TRATON Financial Services segment are included in receivables
at a carrying amount of €3,515 million (previous year: €2,418 million). The carrying amount of corresponding financial liabilities is €2,81 6 million (previous
year: €1,813 million). The expected payments were assigned to structured entities during the transaction, and collateral with a total amount of €3,515 million
(previous year: €2,418 million) was provided. The asset-backed securities transactions did not result in the receivables being derecognized, as the TRATON
GROUP retains nonpayment and late payment risks. In certain cases, it is also able to retransfer receivables from the asset-backed securities structure. The
difference between the amount of financial services receivables and the associated liabilities is the result of different terms and conditions within the struc-
tures, including overcollateralization.
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Under certain conditions, parts of the asset -backed securities transactions implemented may be repaid early (clean -up call). In cases where receivables
from the asset-backed securities structure are transferred back to the TRATON Financial Services segment , the receivables can be assigned a second time
or used as collateral in any other way. The claims by bondholders and financing banks are limited to the assigned receivables, and the cash inflows arising
from these receivables are intended for the settlement of the corresponding liability. As of December 31, 2025, the fair value of the assigned receivables that
continue to be recognized in the balance sheet was €3,51 5 million (previous year €2,41 8 million). The fair value of the associated liabilities amounted to
€2,816 million (previous year: €1,813 million) as of that date. The resulting net position is €700 million (previous year: €605 million).
15. Other financial assets
€ million
Carrying amount Carrying amount
Current Non current 12/31/2025 Current Non current 12/31/2024
Positive fair value of derivatives 172 410 581 125 290 415
Restricted cash 94 9 103 118 2 120
Receivables from loans (excluding interest) 73 57 130 130 52 182
Miscellaneous financial assets 553 118 671 452 172 624
891 594 1,485 825 516 1,341
Other financial assets include positive fair values of derivative financial instruments, primarily for hedging interest rate and currency risks. Further infor-
mation on derivatives as a whole can be found in Notes 28. Significance of financial instruments for net assets, financial position, and results of operations
and 29. Nature and extent of risks arising from financial instruments.
Restricted cash is mainly used as collateral in asset-backed securities transactions. In the previous year, restricted cash included €41 million for the gradual
acquisition of key aspects of the global financial services businesses of MAN and VWTB (see Note Acquisitions).
The decrease in loan receivables is mainly due to the repayment of a €33 million loan receivable from Banco Volkswagen S.A., São Paulo, Brazil.
Miscellaneous financial assets include receivables from customers who purchased parts from dealers using a credit card progra m, claims for refunds, re-
ceivables from insurance management, and warranty credits.
As of December 31, 2025, other financial assets contained related party receivables of €10 6 million (previous year: €170 million). Of this amount, €7 million
(previous year: €8 4 million) is attributable to receivables from loans. In both cases, the decline is attributable to the fact that Northvolt AB, Stockh olm,
Sweden (Northvolt) is no longer classified as a related party (for further information, see Note 34. Related party disclosures).
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16. Other receivables
€ million
Carrying amount Carrying amount
Current Non current 12/31/2025 Current Non current 12/31/2024
Recoverable taxes 897 88 984 894 131 1,025
Miscellaneous receivables 673 147 820 682 136 818
1,570 234 1,804 1,576 266 1,842
Miscellaneous receivables include prepaid expenses in the amount of €53 5 million (previous year: €47 1 million), of which €46 2 million (previous year:
€401 million) is current. Sales with a right of return account for a further €74 million (previous year: €66 million), mainly from sold vehicles for which TRATON
will repurchase certain parts at a later date for reconditioning. These are almost all current.
Moreover, miscellaneous long-term receivables contain assets to finance pension obligations in the amount of €54 million (previous year: €50 million).
As of December 31, 2025, other receivables contained related party balances of €34 million (previous year: €78 million).
17. Inventories
Accounting policies: inventories
Inventories are measured at the lower of cost and net realizable value. Production cost comprises directly attributable production costs, nonrefundable
tariffs, and proportionate fixed and variable production overheads. Overheads are allocated on the basis of normal capacity of the production facilities.
Borrowing costs are not capitalized. Distribution expenses and general and administrative expenses are not included in produc tion cost. Net realizable
value corresponds to the estimated selling price less the estimated costs of completion and the estimated costs to sell. Current international tariff devel-
opments are taken into account, especially when assessing the estimated selling price.
As a general principle, similar items of inventories are measured using the weighted average method or the FIFO method.
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€ million 12/31/2025 12/31/2024
Raw materials, consumables, and supplies 1,525 1,683
Work in progress 700 859
Finished goods and purchased merchandise 4,754 4,966
Prepayments 36 25
Current rental and leasing assets 1 0
7,016 7,532
In the year under review, inventories of €32,055 million (previous year: €34,111 million) were recognized in cost of sales at the same time as the sales revenue.
Valuation allowances recognized as expenses in the fiscal year under review amounted to €76 million (previous year: €124 million).
18. Trade receivables
Accounting policies: trade receivables
Trade receivables are initially recognized at the transaction price.
Some companies in the TRATON GROUP sell revolving short -term trade receivables; for further information, see Note 14. Financial services receivables,
and receivables sold to companies in the Volkswagen Group (nonrecourse factoring), see Note 34. Related party disclosures. For further information on
the measurement principles applicable to trade receivables, refer to Note 28. Significance of financial instruments for net assets, financial position, and
results of operations.
Trade receivables
€ million 12/31/2025 12/31/2024
Trade receivables from
third parties 2,987 2,973
related parties 138 123
3,126 3,096
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19. Cash and cash equivalents
Accounting policies: cash and cash equivalents
Cash and cash equivalents include bank balances and highly liquid financial investments of a temporary nature that are exposed to no more than minor
risks of fluctuation in value.
The TRATON GROUP’s financial management manages cash pool structures at brand level, wherever legally and economically appropriate and feasible.
The TRATON segments manage operational cash themselves. Excess cash in the TRATON segments is usually managed a t TRATON SE level. Cash pool
receivables from affiliated companies are reported in cash and cash equivalents.
The TRATON GROUP deposits a portion of its excess cash with affiliated companies of the Volkswagen Group under interest rates in keeping with stan-
dard market conditions. Demand deposits are reported in cash and cash equivalents. By contrast, deposits classified as invest ments are recognized as
marketable securities and investment deposits (current) or as other financial assets (noncurrent). Correspondingly, loans and short-term borrowings are
recognized as financial liabilities. Deposits with globally positioned banks are also a standard practice.
For further information on the measurement principles, refer to Note 28. Significance of financial instruments for net assets, financial position, and results
of operations.
Cash and cash equivalents
€ million 12/31/2025 12/31/2024
Bank balances 2,394 2,129
Checks, bills, and cash 15 70
Cash pool receivables from unconsolidated affiliated
companies 1 1
Receivables from affiliated companies of the Volkswagen
Group 395 342
2,805 2,542
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20. Equity
Subscribed capital (share capital)
The subscribed capital (share capital) of TRATON SE amounts to €500,000,000 and is composed of 500,000,000 no -par value bearer shares with a notional
value of €1.00 each.
All shares are fully paid up and have the same dividend rights. Under Article 6 (2) sentence 1 of the Articles of Association , shareholders may not claim
delivery of physical share certificates.
Authorized capital
In accordance with Article 5 (3) of the Articles of Association, the Executive Board is authorized to increase the company’s share capital on one or several
occasions by a total of up to €200,000,000 by issuing up to 200,000,000 no -par value bearer shares on a cash and/or noncash basis on or before May 31,
2028, subject to the Supervisory Board’s approval (Authorized Ca pital 2023). The dividend entitlement of new shares can be determined contrary to the
provisions of section 60 (2) of the AktG.
Shareholders must be granted preemptive rights unless the Executive Board makes use of one of the following authorizations to disapply preemptive rights,
with the consent of the Supervisory Board. The new shares may also be underwritten by a credit institution or an entity operating pursuant to section 53 (1)
sentence 1 of the Kreditwesengesetz (KWG — German Banking Act) or section 53b (1) sentence 1 or (7) of the KWG (financial institution) to be designated by
the Executive Board, or by a consortium of such credit or financial institutions, with the obligation to offer them for sale to shareholders of the company. The
Executive Board is authorized, with the consent of the Supervisory Board, to disapply shareholders’ preemptive rights in the following cases:
a) To settle fractions resulting from a capital increase
b) To the extent necessary to grant holders or creditors of convertible loan agreements or bonds with warrants, as well as conve rtible profit participation
rights, issued by the company and/or its direct or indirect majority investees a preemptive right to new shares in the amount to which they would be
entitled following the exercise of their options or conversion rights or after meeting their exercise of option or conversion obligations
c) If the new shares are issued against cash contributions and the issue price of the new shares is not materially lower than th e quoted market price of
existing listed shares of the company at the date when the issue price is finally determined, which should be as close as possible to the placement of the
shares. However, this authorization to disapply preemptive rights applies only to the extent that the notional amount of the share capital attributable to
the shares issued with preemptive rights disapplied in accordance with section 186 (3) sentence 4 of the AktG does not exceed a total of 10% of the share
capital, meaning neither the share capital existing when this authorization takes effect, nor the share capital existing at the date when this authorization
is exercised. Shares that (i) are sold or issued, with preemptive rights disapplied, during the term of this authorization up to the date of its exercise on the
basis of other authorizations in direct application, or application with the necessary modifications, of section 186 (3) sentence 4 of the AktG, or (ii) shares
that were issued or will be issued, with preemptive rights disapplied, to settle bonds or profit participation rights with co nversion or exercise rights or
obligations will be counted toward this limit, to the extent that the bonds or profit participation rights were issued during the term of this authorization
up to the date of its exercise, in application, with the necessary modifications, of section 186 (3) sentence 4 of the AktG.
d) To the extent that the capital increase is implemented to grant shares against noncash contributions, in particular for the purposes of acquiring compa-
nies, parts of companies, or investments in companies, or other assets
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200 TRATON GROUP 2025 Annual Report
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The Executive Board is also authorized to define further details of the capital increase and its implementation, with the con sent of the Supervisory Board.
The Supervisory Board is authorized to amend the wording of Article 5 of the Articles of Association following the complete or partial implementation of
the capital increase from Authorized Capital 2023 or after the expiration of the authorization period, in line with the scope of the capital increase.
Contingent capital
Additionally, under Article 5 (4) of the company’s Articles of Association, the company’s share capital may also be increased by up to €50,000,000 on a
contingent basis through the issue of up to 50,000,000 bearer shares (no-par value shares) (Contingent Capital 2023). The sole purpose of Contingent Capital
2023 is to issue new shares to the holders/creditors of bonds which are issued by the Company or by other companies in which the company directly or
indirectly holds a majority interest up to May 31, 202 8, in accordance with a resolution passed by the shareholders under item 10.2 of the agenda for the
meeting of June 1, 2023, in the event that conversion and/or option rights are exercised or conversion or option exercise obl igations are settled or the
company makes use of its right to grant shares in the company, either in full or in part, in lieu of payment of the respective cash amount. The shares are
issued at the conversion or option price to be determined in accordance with the aforementioned resoluti on. The contingent capital increase will only be
implemented to the extent that conversion rights or options are exercised or conversion or option exercise obligations are settled, or the company exercises
its right to grant shares of the company, either in full or in part, in lieu of payment of the cash amount due, and to the extent that other instruments are not
used to settle the conversion rights or options.
The new shares carry dividend rights from the beginning of the fiscal year in which they are issued. To the extent permitted by law, the Executive Board may,
with the consent of the Supervisory Board, determine the dividend rights in derogation of the abov e and of section 60 (2) of the AktG, including for a fiscal
year that has already closed.
The Executive Board is authorized to define further details of the implementation of the contingent capital increase, with th e consent of the Supervisory
Board.
Capital reserves
TRATON SE’s capital reserves of €12,19 5 million (previous year: €12,495 million) constitute the contributions by Volkswagen AG to TRATON SE, in particular
from the contribution of MAN SE and Scania AB.
The entire capital reserves of €12,195 million are distributable capital reserves within the meaning of section 272 (2) no. 4 of the Handelsgesetzbuch (HGB ―
German Commercial Code). €300 million (previous year: €800 million) was released in the reporting period and transferred to retained earnings.
Retained earnings and accumulated other comprehensive income
The retained earnings of €9,0 54 million (previous year: €8,135 million) reported as of December 31, 2025, constitute amounts recognized as earnings after
tax in prior periods. They also contain the difference between the value of MAN SE shares at the date of their contribution to TRATON SE and the recognized
carrying amount of the corresponding assets and liabilities. In addition, the effects of business combinations under common control are recognized in
retained earnings; for further information, see Note Acquisitions. TRATON SE paid its shareholders a dividend of € 1.70 (previous year: €1.50) per share in
2025. This resulted in a total payout of €850 million (previous year: €750 million).
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As of December 31, 2025, the accumulated other comprehensive income of € –3,115 million (previous year: € –3,293 million) contains the accumulated
amounts of transactions recognized in other comprehensive income, in particular currency translation differences, the measurement of equity investments,
and differences from pension plan remeasurements. Further information can be found in the Statement of Comprehensive Income.
For fiscal year 2025, TRATON SE’s Executive and Supervisory Boards are proposing to the Annual General Meeting to be held on June 16, 2026, to pay a
dividend of €0.93 (previous year: €1.70) per share. This proposal corresponds to a total distribution of €465 million (previous year: €850 million).
21. Financial liabilities
The details of noncurrent and current financial liabilities are presented in the following table:
€ million
Carrying amount Carrying amount
Current Non current 12/31/2025 Current Non current 12/31/2024
Bonds 3,063 9,976 13,039 4,473 8,551 13,024
Bonds from asset-backed securities
transactions 897 1,572 2,468 629
1,010 1,639
Liabilities to banks 3,338 3,062 6,400 1,957 3,483 5,441
Loans and short-term borrowings from
Volkswagen Group of America Finance, LLC 344 934 1,278 95
383 478
Lease liabilities 267 1,008 1,276 254 917 1,171
Commercial paper program 1,239 – 1,239 246 – 246
Loans from Volkswagen International Finance
N.V. 500 191 691 –
691 691
Schuldscheindarlehen 300 50 350 – 350 350
Loans and short-term borrowings from
Volkswagen AG – 250 250 693
250 943
Short-term borrowings from Volkswagen North
American Region Payment Services, LLC 128 – 128 –
– –
Loans from Volkswagen Financial Services AG 63 62 124 77 124 201
Loans and miscellaneous liabilities 149 – 149 93 – 93
10,288 17,103 27,391 8,517 15,759 24,277
Financial liabilities from bonds mainly relate to European Medium Term Notes (EMTNs).
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202 TRATON GROUP 2025 Annual Report
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Financial Statements
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and Independent
Auditor’s Reports
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Information
The TRATON GROUP has a European Medium Term Notes program (EMTN program), whose issuance facility was increased from €12,00 0 million to
€18,000 million on March 24, 2025. TRATON Finance Luxembourg S.A., Strassen, Luxembourg, (TRATON Finance) is using the issuance progr am to raise
capital for general corporate purposes, and the capital raised will be used as needed within the TRATON GROUP. Under th e program, TRATON Finance
issued bonds totaling €3,761 million (previous year: €3,973 million) in 2025 and made repayments of €3,059 million (previous year: €1,499 million). Liabilities
with a carrying amount of €11,50 3 million (previous year: €10,686 million) were reported under this EMTN program as of December 31, 2025. These were
partly hedged using interest rate derivatives.
Scania has a €5,000 million EMTN program in place. Liabilities with a carrying amount of €28 9 million (previous year: €1,574 million) were reported under
this program as of December 31, 2025. No bonds were issued, as in the previous year, and bonds of €1,31 0 million (previous year: €692 million) were repaid
in the reporting period.
Companies in the TRATON Financial Services segment use various bonds from asset -backed securities transactions for their financing, of which a total of
€1,195 million (previous year: €1,094 million) was issued in the reporting year and, in turn, €302 million (previous year: €291 million) was repaid.
In addition to the bonds, asset -backed securities liabilities are also included in the line item “Liabilities to banks.” For information on the derecognition of
financial assets, refer to Note 14. Financial services receivables.
TRATON launched a €2,500 million commercial paper program on September 12, 2023, of which liabilities with a carrying amount of €1,220 million (previous
year: €188 million) were disclosed by TRATON Finance as of the reporting date. Of this amount, €1,18 2 million (previous year: €27 million) was issued, while
€150 million (previous year: €829 million) was repaid.
Within its liabilities to banks, TRATON SE entered into a bilateral loan agreement with the European Investment Bank (EIB) on December 2, 2025, for up to
€500 million to finance the costs of the TRATON Modular System (TMS) project in the years 2025 to 2027. The entire loan amount was disbursed on Decem-
ber 19, 2025, with a term of five years.
Loan liabilities to Volkswagen AG amounting to €693 million (previous year: €104 million) were repaid in the reporting period, whereas an additional long -
term loan liability of €250 million was incurred in the previous year. Financial liabilities to Volkswagen Group of America Finance, LLC, Reston, USA, increased
by €551 million (previous year: €383 million) due to the assumption of long-term loan liabilities and the drawdown of a €249 million short-term credit line,
which had been repaid in the previous year in the amount of €263 million.
For information on the measurement principles, refer to Note 28. Significance of financial instruments for net assets, financial position, and results of oper-
ations.
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