DT Ir Daimler Truck Prospectus Website
DT Ir Daimler Truck Prospectus Website
Prospectus
for the admission to trading on the regulated market (Regulierter Markt) of the Frankfurt Stock
Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment of the regulated
market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange
(Frankfurter Wertpapierbörse)
of
50,000 existing ordinary registered shares with no-par value
—each representing a notional share of EUR 1.00 in the share capital per no-par value share and carrying full
dividend rights as of March 25, 2021—
International Securities Identification Number (ISIN): DE000DTR0013
German Securities Code (Wertpapierkennnummer, WKN): DTR001
and of
822,901,882 newly issued ordinary registered shares with no-par value from capital increases against
contribution in kind resolved upon by an extraordinary general meeting on November 5, 2021
—each representing a notional share of EUR 1.00 in the share capital per no-par value share and carrying full
dividend rights as of January 1, 2022—
International Securities Identification Number (ISIN): DE000DTR0CK8
German Securities Code (Wertpapierkennnummer, WKN): DTR0CK
Ticker Symbol: DTG
of
Co-Advisors
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SUMMARY OF THE PROSPECTUS
A. Introduction containing warnings
This prospectus (the “Prospectus”) relates to the admission to trading on the regulated market (Regulierter Markt) of
the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (the “Frankfurt Stock Exchange”) with simultaneous
admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of
the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (the “Admission to Trading”) of 50,000 existing
ordinary registered shares with no-par value (auf den Namen lautende Stückaktien) (the “Existing Shares”) and
822,901,882 newly issued ordinary registered shares with no-par value (auf den Namen lautende Stückaktien) from
capital increases against contribution in kind resolved upon by an extraordinary general meeting of Daimler Truck
Holding AG (the “Company”) on November 5, 2021 (the “New Shares”, together with the Existing Shares, the
“Shares”). Each Existing Share represents a notional share of EUR 1.00 in the Company’s share capital per no-par
value share and carries full dividend rights as of March 25, 2021 (with International Securities Identification Number
(“ISIN”): DE000DTR0013). Each New Share represents a notional share of EUR 1.00 in the Company’s share
capital per no-par value share and carries full dividend rights as of January 1, 2022 (with ISIN: DE000DTR0CK8).
The Company’s Legal Entity Identifier (“LEI”) is 529900PW78JIYOUBSR24 and its business address is at
Fasanenweg 10, 70771 Leinfelden-Echterdingen, Federal Republic of Germany (“Germany”) (telephone
+49 711 8485 0; website: www.daimlertruck.com).
The New Shares will be issued in three capital increases, each against contribution in kind under the German Stock
Corporation Act (Aktiengesetz):
(i) in connection with a spin-off by absorption (Abspaltung zur Aufnahme) under the German Transformation Act
(Umwandlungsgesetz) (“Spin-off”) resulting in the issuance of 534,918,723 newly issued ordinary registered
shares with no-par value (the “New Spin-off Shares”),
(ii) in connection with a hive-down by absorption (Ausgliederung zur Aufnahme) under the German Transformation
Act (Umwandlungsgesetz) (“Hive-down”) resulting in the issuance of 233,936,002 newly issued ordinary
registered shares with no-par value (the “New Hive-down Shares”), and
(iii) by way of an additional ordinary capital increase against contribution in kind (“Capital Increase Against
Contribution in Kind III”) resulting in the issuance of 54,047,157 newly issued ordinary registered shares with
no-par value (the “New Capital Increase Shares”).
The 534,918,723 New Spin-off Shares, the 233,936,002 New Hive-down Shares and the 54,047,157 New Capital
Increase Shares will result in the 822,901,882 New Shares.
The Spin-off, Hive-down and Capital Increase Against Contribution in Kind III (together the “Demerger
Transactions”) will together form the key steps of a sequence of transaction steps, where each will become effective
upon registration with the relevant commercial register, which is expected in case of the Spin-off, the Hive-down and
the Capital Increase Against Contribution in Kind III on or about December 9, 2021 (the “Demerger Transactions
Effective Date”).
The Company and Citigroup Global Markets Europe AG (“Citigroup”), a German stock corporation
(Aktiengesellschaft) with its registered seat (Sitz) in Frankfurt am Main, Germany, incorporated in and operating
under the laws of Germany, with business address at Reuterweg 16, 60323 Frankfurt am Main, Germany
(LEI: 6TJCK1B7E7UTXP528Y04), will ask for admission of the Shares to trading on the regulated market segment
(Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to
the sub-segment of the regulated market with additional post-admission obligations (Prime Standard).
This Prospectus is dated November 26, 2021 and has been approved by the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht—the “BaFin”) on November 26, 2021, in accordance
with Art. 20 para. 2 of Regulation (EU) 2017/1129 (“Prospectus Regulation”). The BaFin can be contacted at
Marie-Curie-Straße 24-28, 60439 Frankfurt am Main, Germany, by telephone +49 228 4108-0, or via its
website: www.bafin.de.
This summary should be read as an introduction to this Prospectus. Any decision to invest in the Shares of the
Company should be based on a consideration of this Prospectus as a whole by an investor. Investors in the Shares of
the Company could lose all or part of their invested capital. Where a claim relating to the information contained in
this Prospectus is brought before a court, the plaintiff investor might, under national law, have to bear the costs of
translating this Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons
who have tabled this summary, including any translation thereof, but only where this summary is misleading,
inaccurate or inconsistent, when read together with the other parts of this Prospectus, or where it does not provide,
when read together with the other parts of this Prospectus, key information in order to aid investors when
considering whether to invest in the Shares of the Company.
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B. Key information on the issuer
Who is the issuer of the securities?
Issuer information
Daimler Truck Holding AG is incorporated as a German stock corporation (Aktiengesellschaft) and governed by
German law. The Company’s registered seat (Sitz) is in Stuttgart, Germany, and it is registered with the commercial
register of the local court of Stuttgart under HRB 778600. The Company can be contacted at its business
address: Fasanenweg 10, 70771 Leinfelden-Echterdingen, Germany, by telephone: +49 711 8485 0, or via its
website: www.daimlertruck.com. The Company’s LEI is 529900PW78JIYOUBSR24.
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In addition to its vehicles with conventional internal combustion engine-driven powertrains, the Group offers an
increasing number of battery-electric vehicles in series production, which began with the Fuso eCanter in 2017, and
is developing fuel-cell electric vehicles, along with related charging and intelligent infrastructure. The Group aims to
only offer new vehicles in Europe, North America and Japan that are CO2 neutral in driving operation (tank-to-
wheel) by 2039. The Group already has a range of battery-electric commercial vehicles on the road. The Group has
also entered into joint ventures and strategic partnerships centered on fuel cell systems and battery-electric and
hydrogen supply and charging. The Group also offers e-mobility consulting services to assist its customers with the
transition to zero-emissions vehicles.
The Group’s activities are divided into five reporting segments: Mercedes-Benz (“MB”), Trucks North America
(“TN”), Trucks Asia (“TA”), Daimler Buses (“DB”) and Financial Services (“Financial Services”, or the “Financial
Services Business”). MB, TN, TA and DB are collectively referred to as the “Automotive Segments.” The
Automotive Segments engage in the production and sale of trucks, buses, engines and related services and have
divisions which produce and market brand-specific products. In addition, other business activities and investments, in
particular in the area of autonomous driving, as well as functions and services provided by the Group’s headquarters
and other Group companies not allocated to the segments and projects managed by headquarters are recorded under
reconciliation (“Reconciliation” and, together with the Automotive Segments, the “Industrial Business”). In 2021,
Volvo and Daimler Truck AG entered into a 50-50 joint venture called cellcentric GmbH & Co. KG for the
development, manufacture and marketing of hydrogen fuel cells and systems, which is also included in
Reconciliation. The Financial Services Business supports the sales of the Group’s truck and bus brands with
tailored financial services that include leasing and financing packages as well as insurance and rental solutions
purchased by the Group’s customers, and plans to offer fleet management and integrated service offerings to the
Group’s customers.
Major shareholders
As at the date of this Prospectus, Daimler AG is the sole shareholder of the Company (the “Existing Shareholder”
or “Daimler AG”), so that the Company is controlled by the Existing Shareholder.
Following the Demerger Transactions Effective Date, the Existing Shareholder will hold a total of 35.0% of the
Shares, of which 28.43% will be held directly and 6.57% indirectly through Daimler Verwaltungsgesellschaft für
Grundbesitz mbH, Schönefeld (“Daimler Grund”). The New Spin-off Shares, which will then represent 65.0% of
the Shares, will be held by the shareholders of the Existing Shareholder. The number of New Spin-off Shares
attributable to each shareholder of the Existing Shareholder depends on the percentage of share in the Existing
Shareholder held by such shareholder immediately prior to the effective date of the Spin-off.
Subsequent to the Demerger Transactions Effective Date, the Existing Shareholder intends to transfer 5.0% of the
Shares indirectly to Daimler Pension Trust e.V.
Control
As at the date of this Prospectus, the Existing Shareholder controls the Company due to its ownership of 100% of the
share capital and voting rights in the Company.
In order to exclude that the Existing Shareholder can control the Company after the Demerger Transactions Effective
Date due to a possible attendance majority at the general meeting of the Company, the Existing Shareholder, Daimler
Grund and the Company entered into a deconsolidation agreement in notarized form (the “Deconsolidation
Agreement”). The Deconsolidation Agreement stipulates an obligation of the Existing Shareholder and Daimler
Grund towards the Company not to exercise their voting rights in the election of two of the ten members of the
Company’s Supervisory Board to be elected by the shareholders in accordance with section 101 para. 1 sentence 1 of
the German Stock Corporation Act (Aktiengesetz) in conjunction with section 7 para. 1 sentence 1 no. 3 of the
German Co-Determination Act (Mitbestimmungsgesetz).
Management board
As at the date of this Prospectus, the Company’s Management Board (Vorstand) consists of Martin Daum and Jochen
Götz. John O’Leary, Karin Rådström, Dr. Andreas Gorbach, Jürgen Hartwig, Stephan Unger and Karl Deppen were
appointed as members of the Management Board with the appointment taking effect on or about December 1, 2021.
Upon such effectiveness of the appointment of the aforementioned further members of the Management Board, the
Management Board will consist of eight members.
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were audited in accordance with International Standards on Auditing by KPMG, who issued on August 9, 2021 an
independent auditor’s report thereon. The unaudited condensed interim combined financial statements of the Daimler
Truck Business as of and for the nine months ended September 30, 2021 (the “Unaudited Condensed Interim
Combined Financial Statements”, and, together with the Audited Combined Financial Statements, the “Combined
Financial Statements”) were prepared in accordance with IFRS applicable to interim financial reporting (IAS 34) as
adopted by the European Union. The Combined Financial Statements reflect the Daimler Truck Business (which
includes the entities and operations being transferred in connection with the Phase 1 Transactions), but do not reflect
the entities and operations which are expected to be transferred to the Group in connection with the Phase 2
Transactions.
The audited unconsolidated financial statements of Daimler Truck Holding AG as of and for the stub period from
March 25, 2021 to September 30, 2021 (the “Audited Unconsolidated Financial Statements”) were prepared by
Daimler Truck Holding AG in accordance with IFRS as adopted by the European Union.
Where financial information in the tables in this summary is labeled “audited”, this means that it has been taken from
the Audited Combined Financial Statements or from the Audited Unconsolidated Financial Statements mentioned
above. The label “unaudited” is used in the tables in this summary to indicate financial information that has not been
taken from the Audited Combined Financial Statements mentioned above, but has been taken either from the
Unaudited Condensed Interim Combined Financial Statements or the accounting records or the internal reporting
systems of the Group, or is derived from the Audited Combined Financial Statements or from the Audited
Unconsolidated Financial Statements, or has been calculated based on figures from the aforementioned sources.
Key financial information from the Combined Statements of Income
For the nine months
For the year ended December 31 ended September 30
2020 2019 2018 2021 2020
EUR millions EUR millions
(audited) (unaudited)
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,013 46,244 43,700 28,418 25,154
Earnings before interest and taxes (“EBIT”) . . . . . . . . 491 2,792 2,734 2,940 (53)
Net profit/loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . (131) 1,750 1,839 2,265 (499)
Key financial information from the Combined Statements of Financial Position
As at
As at December 31 September 30
2020 2019 2018 2021
EUR millions EUR millions
(audited) (unaudited)
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,989 55,367 49,972 50,817
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,708 10,345 9,332 11,012
Key financial information from the Combined Statements of Cash Flows
For the nine months
For the year ended December 31 ended September 30
2020 2019 2018 2021 2020
EUR millions EUR millions
(audited) (unaudited)
Cash provided by operating activities . . . . . . . . . . . . . 4,170 1,270 876 1,269 2,536
Cash used for/provided by investing activities . . . . . . . (2,352) (3,227) (2,727) 1,942 (1,480)
Cash used for/provided by financing activities . . . . . . . (1,135) 2,493 1,512 (3,405) (580)
Key Performance Indicators and Alternative Performance Measures
For the nine months
For the year ended December 31 ended September 30
2020 2019 2018 2021 2020
EUR millions, except where indicated
(unaudited, except where indicated)
EBIT(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 491(6) 2,792(6) 2,734(6) 2,940 (53)
Adj. EBIT(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 657 2,792 2,734 1,958 21
Adj. RoS for the Industrial Business(3) . . . . . . . . . . . . 1.9% 5.8% 5.9% 6.7% 0.3%
FCF for the Industrial Business(4) . . . . . . . . . . . . . . . 1,781 1,478 930 649 534
Adj. FCF for the Industrial Business(5) . . . . . . . . . . . . 1,781 1,478 930 94 534
Notes:
(1) EBIT comprises the Group’s gross profit, selling and general administrative expenses, research and non-capitalized development
costs, other operating income/expense, and the profit/loss on equity-method investments, net, as well as other financial income/
expense, net.
(2) Adjusted Earnings before Interest and Taxes (“Adj. EBIT”) for the Group is based on EBIT as adjusted to exclude significant
results for legal proceedings and related measures, restructuring measures and M&A transactions that are not expected to occur on
a regular recurring basis for the Group.
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(3) Adjusted Return on Sales (“Adj. RoS”) for the Industrial Business is calculated by dividing Adj. EBIT for the Industrial Business
by revenue of the Industrial Business. Adj. RoS for the Industrial Business includes the impact of Reconciliation for the Group
without allocating any Reconciliation amounts to the Financial Services segment.
(4) Free cash flow (“FCF”) for the Industrial Business is defined as the free cash flow for the Group minus the free cash flow for
the Financial Services segment. The free cash flow for the Group and the free cash flow for the Financial Services segment,
respectively, each consist of the sum of cash provided by operating activities, cash used for investing activities, changes in
marketable debt securities and similar investments, right-of-use assets, and other adjustments for the Group or the Financial
Services segment, as applicable. The cash flows from sales and purchases of marketable debt securities and similar investments
included in cash flows from investing activities are deducted, as those securities are allocated to liquidity. On the other hand,
effects in connection with the recognition and measurement of right-of-use assets, which result from the change in lessee
accounting and are largely non-cash items, are included. FCF for the Industrial Business includes the impact of Reconciliation for
the Group without allocating any Reconciliation amounts to the Financial Services segment.
(5) Adjusted FCF (“Adj. FCF”) for the Industrial Business is based on FCF for the Industrial Business as adjusted to exclude
significant cash payments for legal proceedings and related measures, restructuring measures and M&A transactions that are not
expected to occur on a regular recurring basis. Adjusted FCF for the Industrial Business includes the impact of Reconciliation for
the Group without allocating any Reconciliation amounts to the Financial Services segment.
(6) Audited.
What are the key risks that are specific to the issuer?
• The Covid-19 pandemic continues to pose a significant risk to the global economy and to the Group’s business,
in particular if ongoing outbreaks and government containment measures undermine economic recovery in the
Group’s key markets and thereby result in subdued demand for the Group’s products and services.
• Demand for the Group’s products depends on economic and political conditions globally and in the Group’s key
markets given that weak or uncertain economic growth or political tension can undermine consumer confidence
and discourage investment across entire economies, thereby leading to lower demand for the Group’s products
and services.
• Cyclical or variable demand patterns may result in a prolonged or unexpected decline in demand for the Group’s
products and services.
• The Group’s business could be materially adversely affected by the imposition or relaxation of measures
restricting market access, including tariffs and other barriers to trade, which could increase the Group’s cost of
production or the price of its products, or jeopardize the competitiveness of the Group’s products.
• The truck and bus manufacturing industry is highly competitive with a high degree of customer focus on the
total cost of ownership, as well as, increasingly, on technological leadership as the industry moves towards
alternative powertrains, connectivity solutions and autonomous driving (among other innovations) and attracts
new entrants and other competitors with which the Group may not be able to compete.
• The Group is dependent on third-party suppliers and in particular faces an ongoing shortage of semiconductors
crucial to its products, which has hampered the Group’s ability to keep up with market demand for its products
and resulted in a material impact on its results for the financial year 2021, and could continue to do so for some
time.
• The Group’s future business success depends on its ability to respond to evolving market trends for innovative,
attractive and energy-efficient products, technologies and services. However, as it is not always clear which
innovations will be successful, there is the risk that the Group may fail to invest in the technologies which gain
wide market acceptance.
• The Group’s future success is dependent on the successful execution of its business strategy to raise its
profitability as an independent company and to become a technology leader in the market with its deployment of
zero-emissions vehicles and increasingly digitalized truck solutions on a global scale. However, there is a risk
that the Group may fail to increase its profitability, or to successfully deploy series-capable battery electric
trucks, fuel cell electric trucks or digitalized truck solutions.
• The Group is subject to risks relating to its co-operations with strategic collaboration and joint venture partners,
including that these collaborations and joint ventures may not function as intended or yield the expected results,
such as achieving synergies, cost savings, expansions in the Group’s product offerings or other benefits.
• The Group’s business depends on the timely availability of high-quality raw materials, parts and components at
reasonable prices. However, prices of these materials, components and parts are susceptible to significant, and at
times sharp, fluctuations.
• Governmental regulations regarding climate change and vehicle exhaust emissions could result in substantial
costs for the Group, and the Group may not be able to develop commercially viable products that comply with
such regulations, with non-compliance resulting in regulatory proceedings, substantial fines and limitations on
the Group’s ability to market its products.
• The Group is subject to risks arising from legal disputes and government proceedings, including legal risks
regarding antitrust regulation and related enforcement actions and damage claims.
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• The Group has not previously operated as a stand-alone publicly listed company and may face difficulties
operating effectively and fully implementing its business strategy.
Number of securities
As at the date of this Prospectus, the share capital of the Company amounts to EUR 50,000 and is divided into
50,000 ordinary registered shares with no-par value (auf den Namen lautende Stückaktien). Each Share of the
Company represents a notional share of EUR 1.00 in the Company’s share capital per no-par value share. All Shares
of the Company are fully paid up. As of the Demerger Transactions Effective Date, the share capital of the Company
will amount to EUR 822,951,882 and will be divided into 822,951,882 no-par value ordinary registered shares, with
each Share of the Company representing a notional share of EUR 1.00 in the Company’s share capital per no-par
value share.
Currency
The Company’s Shares are denominated in Euro.
Rights attached
Each share of the Company carries one vote at the Company’s general meeting. There are no restrictions on voting
rights. The Company’s Existing Shares carry full dividend rights as of March 25, 2021. The Company’s New Shares
carry full dividend rights as of January 1, 2022.
Seniority
The Shares of the Company are subordinated to all other securities and claims in case of an insolvency of the
Company.
Free transferability
The Shares of the Company are freely transferable in accordance with the legal requirements for ordinary registered
shares (Namensaktien). The articles of association of the Company do not require that the Company grants its
consent to a transfer of the Shares.
Dividend policy
Subject to the availability of distributable profit (Bilanzgewinn), legal restrictions with respect to the distribution of
profits and available funds, and subject to prevailing market conditions and the economic situation at the time of the
distribution, the Company intends to pay an annual dividend of approximately 40% of the Group’s consolidated net
profit attributable to the shareholders of the Company according to IFRS, provided that the payment of such annual
dividend is covered by the free cash flow resulting from the Industrial Business, for the first time in 2023 for the
fiscal year ending in 2022. Any future determination to pay dividends will be made in accordance with applicable
laws, and will depend upon, among other factors, the Group’s results of operations, financial condition, contractual
restrictions and capital requirements. Any proposals of the Management Board of the Company to pay dividends is
subject to the approval of the general meeting. The Company depends to a significant extent on the transfer of
distributable profits from its operating subsidiaries. The Company can make no predictions as to the size of any
future profits available for distribution, and hence the Company cannot guarantee that dividends will be paid in the
future.
What are the key risks that are specific to the securities?
• The Shares of the Company have not been publicly traded. A liquid trading market for the Company’s Shares
may not develop.
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• Substantial sales of the Company’s Shares may occur in connection with the Spin-off, which could cause the
price of the Shares to decline.
Listing Agreement
The Company, the Existing Shareholder as well as BNP PARIBAS S.A., 16, boulevard des Italiens, 75009 Paris,
France (“BNP PARIBAS”), Citigroup and Goldman Sachs Bank Europe SE, Taunusanlage 9-10, 60329 Frankfurt am
Main, Germany (“Goldman Sachs Bank Europe SE”, and, together with BNP PARIBAS and Citigroup, the
“Listing Agents”), acting as financial advisors and Listing Agents and Deutsche Bank Aktiengesellschaft,
Taunusanlage 12, 60325 Frankfurt am Main, Germany (“Deutsche Bank”), and J.P. Morgan AG, Taunustor 1,
TaunusTurm, 60310 Frankfurt am Main, Germany (“J.P. Morgan”), acting as financial advisors (Deutsche Bank and
J.P. Morgan together, the “Financial Advisors”) and Joh. Berenberg, Gossler & Co. KG, Neuer
Jungfernstieg 20, 20354 Hamburg, Germany (“Berenberg”), BofA Securities Europe SA, 51 rue La Boétie,
75008 Paris, France (“BofA Securities”) and Landesbank Baden-Württemberg, Am Hauptbahnhof 2, 70173 Stuttgart,
Germany (“Landesbank Baden-Württemberg”), acting as co-advisors (the “Co-Advisors”, and, together with the
Financial Advisors and the Listing Agents, the “Banks”) entered into a listing agreement dated November 26, 2021
(the “Listing Agreement”), pursuant to which BNP PARIBAS, Citigroup and Goldman Sachs Bank Europe SE act
as the Listing Agents, in connection with the Admission to Trading. In the Listing Agreement, the Company and the
Existing Shareholder each agreed to indemnify and hold harmless each of the Banks against and from certain
liabilities and obligations that may arise in connection with the Admission to Trading. Moreover, the Company and
the Existing Shareholder committed themselves to certain customary lock-up undertakings for the period commencing
on the date of the Listing Agreement and ending six months after the first day of trading of the Company’s Shares on
the Frankfurt Stock Exchange. The Listing Agreement provides that the obligation of the Listing Agents to pursue
and uphold the application for the Admission to Trading under the Listing Agreement is subject to the satisfaction of
certain customary conditions, including, for example, the receipt of customary confirmations and legal opinions
satisfactory to the requirements of the Banks.
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ZUSAMMENFASSUNG DES PROSPEKTS
(GERMAN TRANSLATION OF THE SUMMARY OF THE PROSPECTUS)
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Vor der Ausgliederung existierten der Geschäftsbereich Daimler Trucks and Buses („Daimler Trucks & Buses“) und der
damit verbundene Bereich des Finanzdienstleistungsgeschäfts („Daimler Truck Financial Services“) nicht als
eigenständige Gruppe, sondern waren Teil einer größeren Gruppe von Unternehmen, die von der Daimler AG
kontrolliert wurden. Die Trennung und Bildung einer unabhängigen Gruppe sind und werden in zwei Phasen
durchgeführt: Die erste Phase umfasst Reorganisationsmaßnahmen und Übertragungen von bestimmten rechtlichen
Einheiten und Geschäftsbetrieben von Daimler Trucks & Buses und Daimler Truck Financial Services auf die Daimler
Truck AG und auf Tochtergesellschaften der Daimler Truck AG, die bereits vor dem Datum dieses Prospekts erfolgt sind
oder bis zum 1. Dezember 2021 abgeschlossen sein werden (die „Phase 1 Transaktionen“).
Die Abspaltung, Ausgliederung und Kapitalerhöhung III werden mit Eintragung in das relevante Handelsregister wirksam,
die für die Abspaltung, Ausgliederung und Kapitalerhöhung III am oder um den 9. Dezember 2021 erwartet wird, d.h. der
Spaltungstransaktionsstichtag. Nach dem Spaltungstransaktionsstichtag (d.h. nach Abschluss der Phase 1 Transaktionen),
wird die Daimler Truck AG (einschließlich der Gesellschaften, die als Teil der Phase 1 Transaktionen auf die Daimler
Truck AG und auf Tochtergesellschaften der Daimler Truck AG übertragen werden) eine Tochtergesellschaft der
Gesellschaft im Wege der Abspaltung.
Die zweite Phase umfasst Reorganisationsmaßnahmen und Übertragungen bestimmter verbleibender rechtlicher Einheiten
und Geschäftsbetriebe von Daimler Trucks & Buses und Daimler Truck Financial Services auf die Gruppe, deren
Durchführung in 2022 erfolgen wird (d.h. nach dem Spaltungstransaktionsstichtag) (die „Phase 2 Transaktionen“).
Die Kombinierten Finanzabschlüsse (wie nachstehend definiert) umfassen nur die rechtlichen Einheiten und
Geschäftsbetriebe von Daimler Trucks & Buses und Daimler Truck Financial Services, die Gegenstand der Phase 1
Transaktionen sind, und diese rechtlichen Einheiten und Geschäftsbetriebe werden gemeinsam als „Daimler Truck-
Geschäftsbereich“ bezeichnet.
In diesem Prospekt beziehen sich die Begriffe „Daimler Truck Gruppe“ oder „Daimler Truck“ oder „Gruppe“:
(i) im Falle von Darstellungen oder Informationen, die sich auf die Zeit vor dem Spaltungstransaktionsstichtag beziehen
(einschließlich für die Zwecke der in diesem Prospekt dargestellten historischen Finanzinformationen), auf den Daimler
Truck-Geschäftsbereich, und
(ii) im Falle von Darstellungen oder Informationen, die sich auf die Zeit nach dem Spaltungstransaktionsstichtag beziehen,
auf die Gesellschaft und ihre konsolidierten Tochtergesellschaften.
Die Gruppe ist einer der weltweit größten Hersteller von mittelschweren und schweren Lkws basierend auf verkauften
Einheiten (Quelle: IHS Markit, „Medium Heavy Commercial Vehicle Industry Forecast“, November 2021). Die Gruppe
betreibt ein globales Netzwerk, in dem sie unter den Marken Mercedes-Benz, Freightliner, Western Star, FUSO,
BharatBenz, Setra und Thomas Built Buses Lkws und Busse produziert. Neben dem Verkauf von Fahrzeugen und
verwandten Komponenten und Dienstleistungen bietet die Gruppe außerdem maßgeschneiderte Finanzdienstleistungen unter
der Marke Daimler Truck Financial Services zur Unterstützung des Erwerbs und des Gebrauchs ihrer Lkws und Busse an.
Zum 30. September 2021 hatte die Gruppe insgesamt 101.550 Mitarbeiter (Mitarbeiterzahl) und mehr als 40
Produktionsstätten in Nordamerika, den Mitgliedstaaten der Europäischen Union zusammen mit dem Vereinigten
Königreich, der Schweiz und Norwegen (zusammen die „Region EU30“), Asien und Lateinamerika. Die Gruppe hat
Niederlassungen in den meisten Staaten der Welt und hält eine führende Marktposition in Schlüsselregionen, darunter
Nordamerika, die Region EU30, Japan und Brasilien. Die Hauptverwaltung der Gruppe befindet sich in
Leinfelden-Echterdingen, Deutschland; zudem verfügt die Gruppe über bedeutende Produktionsbetriebe in Brasilien,
Frankreich, Deutschland, Indien, Japan, Mexiko, der Türkei und den Vereinigten Staaten. In China hält die Gruppe eine
50 % ige Beteiligung an der Beijing Foton Daimler Automotive Co., Ltd. („BFDA“), einem Joint Venture mit dem
chinesischen Partner Beiqi Foton Motor Co., Ltd. („Foton“), der Lkws unter der Marke Auman produziert.
Die Lkw-Produktpalette der Gruppe umfasst leichte, mittelschwere und schwere Lkws für den Fern-, Verteiler- und
Baustellenverkehr, Spezialfahrzeuge, die hauptsächlich im kommunalen Bereich zum Einsatz kommen, sowie
Industriemotoren. Lkws machen den größten Teil des Gesamtabsatzes und des Umsatzes der Gruppe aus. Die Bus-
Produktpalette der Gruppe umfasst Stadtbusse und Überlandbusse, Reisebusse sowie Busfahrgestelle.
Neben dem Verkauf von neuen und gebrauchten Nutzfahrzeugen bietet die Gruppe auch eine Reihe an Aftersales-Services
an, die eine bedeutende Einnahmequelle darstellen. Sowohl für Lkws als auch für Busse hat die Gruppe ein globales
Netzwerk aus Servicestandorten, an denen Wartungs- und Reparaturdienstleistungen erbracht sowie Ersatzteile verkauft
werden. Da die neusten Lkws und Busse der Gruppe mit Mobilfunknetzen verbunden sind, ist die Gruppe in der Lage, eine
steigende Anzahl an Konnektivitätslösungen anzubieten, insbesondere unter den Marken Detroit Connect, Fuso Connect,
Mercedes-Benz Uptime, Fleetboard, sowie unter weiteren Marken.
Neben ihren Fahrzeugen mit konventionellen internen verbrennungsmotorbetriebenen Antriebssystemen bietet die Gruppe,
beginnend im Jahr 2017 mit dem Fuso eCanter, eine steigende Anzahl an batteriebetriebenen Elektroautos in
Serienfertigung an und entwickelt Brennstoffzellen-Elektroautos nebst zugehöriger Lade- und intelligenter Infrastruktur.
Die Gruppe strebt bis zum Jahr 2039 an, in der Region Europa, Nordamerika und Japan nur noch Neufahrzeuge anzubieten,
die im Fahrbetrieb (tank-to-wheel) CO2-neutral sind. Einige batteriebetriebene Elektronutzfahrzeuge der Gruppe fahren
bereits auf den Straßen. Die Gruppe ist außerdem Joint Ventures und strategische Partnerschaften mit Fokus auf
Brennstoffzellensystemen, batterieelektrischer und Wasserstoffversorgung sowie batterieelektrischer Ladung und Ladung mit
Wasserstoff eingegangen. Die Gruppe bietet außerdem Beratungsservices zu E-Mobilität zur Unterstützung ihrer Kunden
beim Wechsel zu emissionsfreien Fahrzeugen an.
Die Tätigkeiten der Gruppe sind in fünf Berichtssegmente unterteilt: Mercedes-Benz („MB“), Trucks North America
(„TN“), Trucks Asia („TA“), Daimler Buses („DB“) und Finanzdienstleistungen („Financial Services“ oder das „Financial
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Services-Geschäft“). MB, TN, TA und DB bilden zusammen die „Automotive Segmente“. Im Automotive Segment
erfolgen die Produktion und der Verkauf von Lkws, Bussen, Motoren sowie damit zusammenhängender Dienstleistungen
und in seinen Bereichen werden markenspezifische Produkte produziert und vermarktet. Darüber hinaus werden weitere
Geschäftsaktivitäten und Investitionen erfasst, insbesondere im Bereich des autonomen Fahrens, sowie Funktionen und
Dienstleistungen der Hauptverwaltung und anderer Konzerngesellschaften, die nicht den Segmenten zugeordnet sind sowie
von der Hauptverwaltung geleitete Projekte als Überleitungsposten („Überleitungsposten“, zusammen mit den Automotive
Segmenten, das „Industriegeschäft“). Im Jahr 2021 gründeten die Daimler Truck AG und Volvo ein 50:50 Joint Venture
mit dem Namen cellcentric GmbH & Co. KG für die Entwicklung, Herstellung und Vermarktung von Wasserstoff-
Brennstoffzellen und -systemen, welches ebenfalls in den Überleitungsposten enthalten ist. Das Financial Services-Geschäft
unterstützt den Verkauf der Lkw- und Busmarken der Gruppe durch maßgeschneiderte Finanzdienstleistungen, darunter
Leasing- und Finanzierungspakete sowie Versicherungs- und Mietlösungen, die von den Kunden der Gruppe erworben
werden, und plant, den Kunden der Gruppe Flottenmanagement- und integrierte Serviceangebote anzubieten.
Hauptanteilseigner
Zum Datum dieses Prospekts ist die Daimler AG die alleinige Aktionärin der Gesellschaft (die „Bestehende Aktionärin“
oder „Daimler AG“), so dass die Gesellschaft von der Bestehenden Aktionärin beherrscht wird.
Nach dem Spaltungstransaktionsstichtag wird die Bestehende Aktionärin insgesamt 35,0 % der Aktien halten, davon
28,43 % direkt und 6,57 % indirekt über die Daimler Verwaltungsgesellschaft für Grundbesitz mbH, Schönefeld („Daimler
Grund“). Die Neuen Spaltungsaktien, die dann 65,0 % der Aktien ausmachen werden, werden von den Aktionären der
Bestehenden Aktionärin gehalten. Die Anzahl der Neuen Spaltungsaktien, die jedem Aktionär der Bestehenden Aktionärin
zuzurechnen sind, hängt von der prozentualen Beteiligung an der Bestehenden Aktionärin ab, die der jeweilige Aktionär
unmittelbar vor dem Datum des Inkrafttretens der Abspaltung hält.
Im Anschluss an den Spaltungstransaktionsstichtag beabsichtigt die Bestehende Aktionärin, 5,0 % der Aktien indirekt auf
den Daimler Pension Trust e.V. zu übertragen.
Beherrschung
Zum Datum dieses Prospekts beherrscht die Bestehende Aktionärin die Gesellschaft aufgrund ihrer 100 %-Beteiligung am
Grundkapital und an den Stimmrechten der Gesellschaft.
Um auszuschließen, dass die Bestehende Aktionärin die Gesellschaft nach dem Spaltungstransaktionsstichtag wegen einer
möglichen Präsenzmehrheit in der Hauptversammlung der Gesellschaft kontrollieren kann, haben die Bestehende
Aktionärin, Daimler Grund und die Gesellschaft eine Entkonsolidierungsvereinbarung in notarieller Form (die
„Entkonsolidierungsvereinbarung“) abgeschlossen. Die Entkonsolidierungsvereinbarung sieht eine Verpflichtung der
Bestehenden Aktionärin und von Daimler Grund gegenüber der Gesellschaft vor, ihre Stimmrechte bei der Wahl von zwei
der zehn von den Aktionären zu wählenden Mitgliedern des Aufsichtsrats der Gesellschaft gemäß § 101 Abs. 1 Satz 1
Aktiengesetz (AktG) i.V.m. § 7 Abs. 1 Satz 1 Nr. 3 Mitbestimmungsgesetz (MitbestG) nicht auszuüben.
Vorstand
Zum Datum dieses Prospekts besteht der Vorstand der Gesellschaft aus den Mitgliedern Martin Daum und Jochen Götz.
John O’Leary, Karin Rådström, Dr. Andreas Gorbach, Jürgen Hartwig, Stephan Unger und Karl Deppen wurden zu
Mitgliedern des Vorstands bestellt, wobei die Bestellung am oder um den 1. Dezember 2021 wirksam wird. Nach
Wirksamwerden der Bestellung der weiteren Vorstandsmitglieder wird der Vorstand aus acht Mitgliedern bestehen.
Abschlussprüfer
Unabhängiger Abschlussprüfer der Gesellschaft ist die KPMG AG Wirtschaftsprüfungsgesellschaft, Klingelhöferstraße 18,
10785 Berlin („KPMG“). KPMG ist Mitglied der Wirtschaftsprüferkammer, Rauchstraße 26, 10787 Berlin.
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Die Bezeichnung „ungeprüft” wird in den Tabellen dieser Zusammenfassung für Finanzdaten verwendet, die nicht aus dem
vorstehend genannten Geprüften Kombinierten Jahresabschluss stammen, sondern entweder dem Ungeprüften Verkürzten
Kombinierten Zwischenabschluss oder den Buchhaltungsaufzeichnungen oder internen Berichtssystemen der Gruppe
entnommen wurden, oder von dem Geprüften Kombinierten Jahresabschluss oder dem Geprüften Einzelabschluss hergeleitet
wurden oder auf Berechnungen von Zahlen aus den zuvor genannten Quellen basieren.
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nicht zahlungswirksam sind, einbezogen. Der FCF für das Industriegeschäft enthält die Auswirkungen der Überleitungsposten für
die Gruppe, ohne die Überleitungsbeträge dem Financial Services-Geschäft zuzuordnen.
(5) Der Angepasste Free Cashflow („Angepasster FCF“) für das Industriegeschäft basiert auf dem FCF für das Industriegeschäft,
ohne wesentliche Zahlungen für Rechtsstreitigkeiten und damit zusammenhängende Maßnahmen, Restrukturierungsmaßnahmen und
M&A-Transaktionen, die voraussichtlich in der Gruppe nicht regelmäßig wiederkehren werden. Der Angepasste FCF für das
Industriegeschäft beinhaltet die Auswirkungen der Überleitungsposten für die Gruppe ohne, dass die Überleitungsbeträge dem
Financial Services-Geschäft zugeordnet werden.
(6) Geprüft.
Welches sind die zentralen Risiken, die für die Emittentin spezifisch sind?
• Die Covid-19-Pandemie stellt weiterhin ein erhebliches Risiko für die Weltwirtschaft sowie für das Geschäft der
Gruppe dar, insbesondere wenn anhaltende Ausbrüche und staatliche Eindämmungsmaßnahmen die wirtschaftliche
Erholung in den Schlüsselmärkten der Gruppe untergraben und dadurch zu einer gedämpften Nachfrage nach den
Produkten und Dienstleistungen der Gruppe führen.
• Die Nachfrage nach den Produkten der Gruppe hängt von den wirtschaftlichen und politischen Bedingungen sowohl
weltweit wie auch auf den Schlüsselmärkten der Gruppe ab. In Anbetracht der Tatsache, dass ein schwaches oder
unsicheres Wirtschaftswachstum oder politische Spannungen das Verbrauchervertrauen untergraben und Investitionen
in ganze Volkswirtschaften hemmen können, können diese zu einer geringeren Nachfrage nach den Produkten und
Dienstleistungen der Gruppe führen.
• Konjunkturabhängige oder schwankende Nachfragemuster können zu einem länger andauernden oder unerwarteten
Nachfragerückgang in Bezug auf die Produkte und Dienstleistungen der Gruppe führen.
• Durch die Einführung oder Lockerung von Maßnahmen zur Beschränkung des Marktzugangs, beispielsweise von
Zöllen oder anderen Handelshemmnissen, die die Produktionskosten der Gruppe oder die Preise ihrer Produkte erhöhen
oder die Wettbewerbsfähigkeit der Produkte der Gruppe gefährden könnten, könnte das Geschäft der Gruppe
wesentlich nachteilig beeinträchtigt werden.
• Die Bus- und Lkw-Branche ist äußerst wettbewerbsintensiv und in hohem Maße auf die Gesamthaltungskosten für die
Kunden sowie in zunehmendem Maße auch auf die technologische Führerschaft fokussiert, da sich die Branche
insbesondere in Richtung alternative Antriebe, Verbindungslösungen und autonomes Fahren (neben anderen
Innovationen) entwickelt und neue Marktteilnehmer sowie andere Wettbewerber anzieht, mit denen die Gruppe
möglicherweise nicht konkurrieren kann.
• Die Gruppe ist von Zulieferern abhängig und ist besonders von der anhaltenden Knappheit der für ihre Produkte
essenziellen Halbleiter betroffen. Dies hat die Fähigkeit der Gruppe beeinträchtigt, mit der Marktnachfrage nach ihren
Produkten Schritt zu halten, und hat sich erheblich auf die Ergebnisse des Geschäftsjahres 2021 ausgewirkt und könnte
sich auch weiterhin erheblich auf die Ergebnisse auswirken.
• Der künftige Geschäftserfolg der Gruppe hängt von ihrer Fähigkeit ab, auf neue Markttrends für innovative, attraktive
und energieeffiziente Produkte, Technologien und Dienstleistungen zu reagieren. Allerdings, da nicht immer
vorhersehbar ist, welche Innovationen erfolgreich sein werden, besteht das Risiko, dass die Gruppe es versäumt, in die
Technologien zu investieren, die sich auf dem Markt durchsetzen.
• Der künftige Erfolg der Gruppe ist abhängig von der erfolgreichen Umsetzung ihrer Geschäftsstrategie, ihre
Rentabilität als unabhängiges Unternehmen zu steigern und mit dem Einsatz von emissionsfreien Fahrzeugen und
zunehmend digitalisierten Truck-Lösungen auf globaler Ebene zu einem Technologieführer im Markt zu werden.
Allerdings besteht das Risiko, dass es der Gruppe nicht gelingen könnte, ihre Rentabilität zu erhöhen oder erfolgreich
serienreife batteriebetriebene Elektrofahrzeuge oder Brennstoffzellen-Elektrofahrzeuge oder digitalisierte
Fahrzeuglösungen einzusetzen.
• Die Gruppe unterliegt Risiken aufgrund ihrer Zusammenarbeit mit strategischen Partnern und
Gemeinschaftsunternehmen, wozu auch gehört, dass diese Zusammenarbeit mit strategischen Partnern und
Gemeinschaftsunternehmen möglicherweise nicht wie beabsichtigt funktionieren oder nicht die erwarteten
Ergebnisse bringen könnte, wie z.B. Synergien, Kosteneinsparungen, Erweiterungen des Produktangebots der
Gruppe oder andere Vorteile.
• Die Geschäftstätigkeit der Gruppe hängt von der rechtzeitigen Verfügbarkeit von hochwertigen Rohstoffen, Teilen und
Komponenten zu angemessenen Preisen ab. Allerdings sind die Preise für diese Materialien, Komponenten und Teile
erheblichen und bisweilen starken Schwankungen unterworfen.
• Staatliche Regulierungsvorschriften in Zusammenhang mit dem Klimawandel und Fahrzeugabgasen können mit
erheblichen Kosten für die Gruppe verbunden sein und der Gruppe gelingt möglicherweise nicht die Entwicklung
wirtschaftlich rentabler Produkte, die diesen Regulierungsvorschriften entsprechen; eine Nichteinhaltung kann
Regulierungsverfahren, erhebliche Bußgelder und Beschränkungen der Möglichkeiten der Gruppe zur Vermarktung
ihrer Produkte nach sich ziehen.
• Die Gruppe unterliegt Risiken aus Rechtsstreitigkeiten und behördlichen Verfahren, einschließlich rechtlicher Risiken
aus kartellrechtlicher Regulierung und damit verbundener Durchsetzungsmaßnahmen und Schadensersatzansprüchen.
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• Die Gruppe war bisher nicht als eigenständige börsennotierte Gesellschaft operativ tätig und könnte Schwierigkeiten
beim effektiven Geschäftsbetrieb und bei der vollumfänglichen Umsetzung ihrer Geschäftsstrategie haben.
Währung
Die Aktien der Gesellschaft sind in Euro denominiert.
Verbundene Rechte
Jede Aktie der Gesellschaft berechtigt zu einer Stimme in der Hauptversammlung der Gesellschaft. Es bestehen keine
Stimmrechtsbeschränkungen. Die Bestehenden Aktien der Gesellschaft sind seit dem 25. März 2021 voll
dividendenberechtigt. Die Neuen Aktien der Gesellschaft sind ab dem 1. Januar 2022 voll dividendenberechtigt.
Rang
Die Aktien der Gesellschaft sind im Fall einer Insolvenz der Gesellschaft gegenüber allen anderen Wertpapieren und
Forderungen nachrangig.
Freie Handelbarkeit
Die Aktien der Gesellschaft sind nach den gesetzlichen Bestimmungen für Namensaktien frei übertragbar. Die Satzung der
Gesellschaft verlangt keine Zustimmung der Gesellschaft zur Übertragung der Aktien.
Dividendenpolitik
Vorbehaltlich der Verfügbarkeit eines ausschüttungsfähigen Bilanzgewinns, rechtlicher Beschränkungen in Bezug auf die
Gewinnausschüttung und verfügbarer Mittel sowie vorbehaltlich der zum Zeitpunkt der Ausschüttung vorherrschenden
Marktbedingungen und der wirtschaftlichen Lage, beabsichtigt die Gesellschaft, zum ersten Mal im Jahr 2023 für das im
Jahr 2022 endende Geschäftsjahr eine Jahresdividende in Höhe von circa 40 % des konsolidierten, den Aktionären der
Gesellschaft zurechenbaren Ergebnisses der Gruppe gemäß IFRS zu zahlen, vorausgesetzt, die Zahlung einer solchen
Jahresdividende ist durch den freien Cashflow aus dem Industriegeschäft gedeckt. Die zukünftige Festlegung der
Dividendenzahlung erfolgt nach den geltenden Gesetzen und hängt unter anderem von der Ertragslage, Finanzlage, den
vertraglichen Beschränkungen und den Eigenkapitalanforderungen der Gruppe ab. Alle Vorschläge des Vorstands der
Gesellschaft zur Dividendenausschüttung unterliegen der Zustimmung durch die Hauptversammlung. Die Gesellschaft ist in
erheblichem Maße von der Abführung ausschüttungsfähiger Bilanzgewinne durch ihre operativen Tochtergesellschaften
abhängig. Die Gesellschaft kann keine Vorhersagen über die Höhe der künftig zur Ausschüttung verfügbaren Gewinne
treffen und kann daher nicht garantieren, dass in Zukunft Dividenden gezahlt werden.
Welches sind die zentralen Risiken, die für die Wertpapiere spezifisch sind?
• Die Aktien der Gesellschaft wurden bisher nicht öffentlich gehandelt. Ein liquider Markt für den Handel mit den
Aktien der Gesellschaft könnte sich möglicherweise nicht entwickeln.
• In Zusammenhang mit der Abspaltung kann es in erheblichem Umfang zu Verkäufen der Aktien der Gesellschaft
kommen, was zu einem Kurseinbruch der Aktien führen könnte.
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D. Basisinformationen über die Zulassung zum Handel an einem geregelten Markt
Zu welchen Konditionen und nach welchem Zeitplan kann ich in dieses Wertpapier investieren?
Die Aktien können nach dem Beginn des Handels an der Frankfurter Wertpapierbörse, der voraussichtlich am 10. Dezember
2021 erfolgen wird, an der Frankfurter Wertpapierbörse gekauft und verkauft werden.
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1 RISK FACTORS
In this prospectus (the “Prospectus”), the “Company” means Daimler Truck Holding AG. Prior to the Spin-off
(as defined below), the Daimler trucks and buses business (“Daimler Trucks & Buses”) and the related
financial services business (“Daimler Truck Financial Services”) did not exist as a separate group, but
formed part of a larger group of companies controlled by Daimler AG. The separation and formation of an
independent group has been and will be executed in two phases: The first phase includes reorganization
measures and transfers of certain legal entities and operations of Daimler Trucks & Buses and Daimler Truck
Financial Services to Daimler Truck AG and to subsidiaries of Daimler Truck AG which have already occurred
prior to the date of this Prospectus or will have been completed by December 1, 2021 (the “Phase 1
Transactions”). Following the Phase 1 Transactions, the following key steps of transactions steps will occur
which are together referred to as the “Demerger Transactions”: (i) a spin-off by absorption (Abspaltung zur
Aufnahme) under the German Transformation Act (Umwandlungsgesetz) (“Spin-off”), (ii) a hive-down by
absorption (Ausgliederung zur Aufnahme) under the German Transformation Act (Umwandlungsgesetz)
(“Hive-down”), and an additional ordinary capital increase against contribution in kind (“Capital Increase
Against Contribution in Kind III”). Each of the Demerger Transactions will become effective upon
registration with the relevant commercial register, which is expected in case of the Spin-off, the Hive-down and
the Capital Increase Against Contribution in Kind III on or about December 9, 2021 (the “Demerger
Transactions Effective Date”). The second phase includes reorganization measures and transfers of certain
remaining legal entities and operations of Daimler Trucks & Buses and Daimler Truck Financial Services to
the Group that will be implemented in 2022 (i.e., after the Demerger Transactions Effective Date) (the
“Phase 2 Transactions”). The legal entities and operations of Daimler Trucks & Buses and Daimler Truck
Financial Services which are subject to the Phase 1 Transactions are referred to collectively as the “Daimler
Truck Business”. In this Prospectus, “Daimler Truck Group” or “Daimler Truck” or “Group” means: (i) in
case of statements or information relating to the time prior to the Demerger Transactions Effective Date
(including for the purpose of the historical financial information presented in this Prospectus), the Daimler
Truck Business; and (ii) in case of statements or information relating to the time upon and after the Demerger
Transactions Effective Date, the Company and its consolidated subsidiaries.
According to article 16 of Regulation (EU) No 2017/1129 (the “Prospectus Regulation”) (as supplemented by
Commission delegated Regulation (EU) 2019/980 and Commission delegated Regulation (EU) 2019/979), the
risk factors featured in a prospectus must be limited to risks which are specific to the issuer and/or to the
securities and which are material for investors in making an informed investment decision. Therefore, the
following risks are only the risks which are specific to the Company and/or to the Company’s Shares and which
are material. The following risk factors are organized into categories. In each category the most material risk
factors, in the assessment undertaken by the Company, taking into account the expected magnitude of their
negative impact on the Group and the probability of their occurrence, are set out first, with the two most
material risk factors mentioned at the beginning of each category. The risks mentioned may materialize
individually or cumulatively.
1
in new cases and in some cases the re-imposition of containment measures, for instance in certain countries in
Europe. If the further course of the Covid-19 pandemic necessitates the re-imposition of drastic and
comprehensive containment measures, this would have a major adverse impact on the global economic
recovery and international trade relations, placing a significant burden on households, companies and
governments. This in turn could significantly reduce consumer confidence and business sentiment, along with
consumption and industrial activity, which belong to the most important pillars of the recovery for economies
in certain of the Group’s key markets such as North America and the EU30. A sharp correction on the stock
markets, which have already priced in a recovery in the real economy, could also depress consumer sentiment
and the investment climate, as well as have a negative impact on the global economy. The Group believes the
following factors represent particular risks:
• subdued demand across various sectors of the economy, including consumer goods, construction,
manufacturing, public infrastructure and travel, which has led and may continue to lead to lower
volumes of the Group’s products being sold. For instance, for the fiscal year ended December 31,
2020, during which the Covid-19 pandemic caused a severe global economic retraction, the Group
experienced a decline in unit sales of 27.5% in comparison with the prior fiscal year ended
December 31, 2019. Although demand for the Group’s trucks has increased in 2021 as certain major
economies have rebounded, demand for the Group’s buses, in particular coach models, continues to
be low in comparison with pre-Covid-19 levels, partly due to continuing government restrictions on
travel and general apprehension among potential travelers related to the Covid-19 pandemic. If the
further course of the Covid-19 pandemic necessitates the re-imposition of drastic and comprehensive
containment measures, this could have a major adverse effect on demand for the Group’s products;
• declines in demand for the Group’s products and financial services as customers and potential
customers of the Group are forced to defer investments in order to remain in business or protect their
balance sheets;
• bottlenecks in the Group’s distribution channels due to lockdowns or other measures intended to
prevent the spread of Covid-19, which could materially affect the ability of the Group to sell its
products as well as its financial and aftersales services;
• reduced operation or temporary suspension of production activity at the Group’s facilities aimed at
stopping the spread of Covid-19 among manufacturing employees;
• supply chain disruptions, including shipping delays, and heightened freight costs due to Covid-19,
involving essential parts, components and commodities, which could affect the Group’s ability to
meet demand for its products, timely deliver the products underlying its order backlog or obtain parts
and components at commercially reasonable terms. The current shortage of semiconductors, which
has materially affected truck manufacturers worldwide, including the Group, stems in part from the
uncertainty suppliers are facing in the course of the Covid-19 pandemic. See also “1.1.6 The Group is
dependent on third-party suppliers and in particular faces an ongoing shortage of semiconductors
crucial to its products”;
• inflationary pressures including substantial increases in costs for labor, raw materials, parts,
components and other inputs such as energy which have resulted in part from the Covid-19 pandemic.
For instance, in 2021 the Group has been able to only partly offset increased prices for raw materials
with increased net pricing for its products. See also “1.1.10 The Group’s business, which depends on
the timely availability of high-quality raw materials, parts, components and other inputs at
reasonable prices, is currently facing, and may continue to face, delays, shortages and price volatility
as a result of global supply chain disruptions and other factors”;
• heightened credit risk exposure from customers of the Group’s financial services products
experiencing financial difficulties due to the Covid-19 pandemic, which could lead to an increase
in defaults of existing customers, the need to modify payment terms for existing customers and the
Group entering into fewer financing or leasing agreements for the Group’s products. Increased
defaults and uncertainty in global markets due to Covid-19 could also lead to reduced residual values
for used vehicles financed or leased by the Group;
• difficulty accessing debt and equity capital on financially attractive terms, or at all, due to disruption
and instability in global financial markets. In the event of rising interest rates, conditions could
worsen. These factors could affect the Group’s ability to fund its business operations, meet its
financial obligations, or maintain sufficient liquidity, and could affect the valuation of the Group’s
financial assets and liabilities;
2
• disruptions to the Group’s internal business processes, key personnel and strategic goals, in particular
due to further Covid-19 outbreaks and human resources shortages that impair the Group’s ability to
collaborate and execute its essential functions; and
• the increase in public debt resulting from the pandemic and containment measures could result in new
sovereign debt crises and uncertainty among consumers and investors. Governments and central
banks worldwide, including major markets for the Group such as North America and the EU30, have
provided significant fiscal and monetary support (including borrowing large amounts of money) as
well as adopting other legislative and regulatory measures to support and foster economic growth.
This has in many cases resulted in high debt levels, which could limit the scope for supportive
government action. Conversely, the premature withdrawal of government support measures or fiscal
austerity programs following the pandemic, along with potentially rising interest rates, could slow
down economic recovery. Either development could result in lower consumption and lower domestic
and foreign investment activity and correspondingly weaker demand for the Group’s products, as
could high levels of private debt, which may have been further exacerbated by the Covid-19
pandemic.
While demand for the Group’s vehicles recovered to a certain extent in the nine months ended September 30,
2021, the further development of the pandemic and consequently the outlook for the Group’s key markets and
business remain uncertain. The extent of the impact of the Covid-19 pandemic on the Group’s business, assets,
results of operations, financial condition and prospects will depend on future developments, including the
duration and scope of the Covid-19 pandemic globally (including with respect to Covid-19 variants and the
success of vaccination campaigns, both in the Group’s markets and on an international scale), together with the
resulting impact on the Group’s customers and suppliers and general economic conditions. The Group cannot
predict with any certainty if or when any further disruptions will occur due to the rapidly changing environment
as the Covid-19 pandemic continues to evolve. Even after the Covid-19 pandemic itself has subsided, the
Group may continue to experience material adverse impacts from any of the events described above to its
business, assets, results of operations, financial condition and prospects.
1.1.2 Demand for the Group’s products depends on economic and political conditions globally and in
the Group’s key markets, including North America, Europe and Asia
The Group’s results of operations depend significantly on economic conditions globally and in its core markets,
including, in particular, North America, Europe and Asia, where it derived 38.1%, 31.2% and 16.4%,
respectively, of its total revenue in the fiscal year ended December 31, 2020. Given the high proportion of
revenue attributable to North America, the Group considers itself to have a particularly significant exposure to
this region.
Demand for the Group’s commercial vehicles and services is principally driven by the needs of its customers,
which include corporate customers engaged in logistics, long-haul freight, short-haul and intra-city delivery,
distribution and construction businesses, among others, all of whom depend on robust economic conditions to
maintain and grow their businesses. The Group also depends on demand from public transportation providers
and other public sector customers that purchase and operate bus and other commercial vehicle fleets, and whose
budgets are affected, directly or indirectly, by the macroeconomic environment and public sentiment. As a
consequence, adverse economic developments, either globally or in the markets in which the Group operates,
may result in substantially diminished demand for the Group’s products.
Economic conditions can be impacted by a number of factors, including volatility in global financial markets,
macroeconomic policy, trade policy and conflicts, business and consumer sentiment, monetary policy (i.e.
interest rates), inflation, geopolitical events and public and private debt levels. A weak or uncertain economic
environment may result in lower business volume, which, particularly when combined with rising costs of
capital and low business and consumer confidence, may discourage businesses from upgrading or expanding
their commercial vehicle fleets. Fluctuating commodity prices and volatile exchange rates can also lead to
market uncertainty and thus to falling demand for vehicles. Demand for the Group’s vehicles, in particular its
buses, may in addition be adversely affected by the state of public finances and fiscal austerity programs in
cities and regions where the Group has a significant customer base. Furthermore, geopolitical events, domestic
political tension, terrorism, natural catastrophes, pandemics or other unforeseen events may prompt unexpected
responses from the markets and declines in demand for the Group’s products.
The Covid-19 pandemic has had an unprecedented effect on all of the Group’s markets. Government measures
to contain the pandemic have resulted in a dramatic decline in business activity around the world, causing the
deepest global recession since the end of World War II and steep drops in economic activity in several of the
3
Group’s principal markets, including Europe and North America. As a result, the Group experienced
significantly weaker demand for its products and services, resulting in a 22.1% decline in total revenue in the
year ended December 31, 2020 compared to the previous year. While demand for the Group’s vehicles
recovered to a certain extent in the nine months ended September 30, 2021, the further development of the
pandemic and consequently the outlook for the Group’s key markets and business remain uncertain. See also
“1.1.1 The Covid-19 pandemic continues to pose a significant risk to the global economy and to the Group’s
business, assets, results of operations, financial condition and prospects.”
Further, uncertainty regarding the stability of the global trade and tariff framework may also have a negative
impact on consumer spending and capital investments and result in heightened market volatility. See also
“1.1.4 The Group’s business could be materially adversely affected by the imposition or, in certain cases, the
elimination of, measures restricting market access, including tariffs and other barriers to trade.”
Any economic downturn, lower than expected growth or an otherwise uncertain economic outlook either
globally or in the markets in which the Group operates, or any perception thereof by the Group’s customers,
could have a material adverse effect on the Group’s business, assets, results of operations, financial condition
and prospects.
1.1.3 Cyclical or variable demand patterns may result in a prolonged or unexpected decline in
demand for the Group’s products and services
The commercial vehicle industry is highly cyclical, which means that periods of investment in commercial
vehicles are generally followed by slower periods in which demand levels decline. The length, timing and
intensity of specific demand cycles, which may affect individual market segments, customer groups and regions
in which the Group operates, are subject to uncertainty.
The heavy-duty truck industry is sensitive to business cycles in the manufacturing and industrial sectors, which
generate a significant portion of freight tonnage hauled and are in turn dependent on the overall business
environment. See also “1.1.2 Demand for the Group’s products depends on economic and political conditions
globally and in the Group’s key markets, including North America, Europe and Asia.” Demand cycles for
commercial vehicles may further be affected by regulatory developments, such as increases in road tolls, which
may result in lower demand for certain vehicles, or changes in emissions standards, which can lead to
increasing demand prior to the effective date of such new developments and decreasing demand thereafter.
Demand for commercial vehicles is driven by economic, total cost of ownership (“TCO”) decisions, and is also
influenced by actual or expected changes to interest rate levels, fuel costs and the introduction of more fuel-
efficient engines, repair and maintenance costs which increase most notably with the age of vehicles, miles
driven, and fleet replacement strategies, among other external factors. Due to all of those factors, demand
forecasts are always subject to significant uncertainty. In 2020, demand for the Group’s commercial vehicles
was adversely affected by an unexpected wind-down of a business cycle (separate from the Covid-19
pandemic).
The market for buses can be unpredictable at times and may not always follow traditional business cycles. New
bus orders vary from year to year and are influenced, among other factors, by major replacement programs, the
introduction of new regulatory standards, shifts in tourism trends and the expansion of transit systems and other
networks by transit authorities, which in turn depend on public and private funding for such purposes. Such
projects can be curtailed or withdrawn as a result of changes in the political, economic, fiscal or other
conditions beyond the Group’s control. Conversely, municipalities may also follow anti-cyclical investment
cycles to promote economic development during economic downturns.
Cyclical or variable demand patterns resulting in a prolonged or unexpected substantial decline in demand for
the Group’s products and services would have a material adverse effect on the Group’s business, assets, results
of operations, financial condition and prospects.
1.1.4 The Group’s business could be materially adversely affected by the imposition or relaxation of
measures restricting market access, including tariffs and other barriers to trade
The global trade environment has for some time been subject to increased nationalism and resulting
protectionist measures, and it is unclear if or when this trend will subside. As a result, globally operating
businesses are subject to significant uncertainty. To the extent that this trend leads to the introduction of trade
barriers in a number of markets, including tariffs such as those imposed by the U.S. on a broad range of
imports from China in recent years or a possible increase in customs duties in Argentina, the withdrawal of
countries from or the renegotiation of bi- and multilateral trade agreements with more restrictive trading
conditions, or countermeasures by regional or global trading partners, these circumstances could have a
4
negative impact on the global economic environment and thereby result in lower demand for the Group’s
products. For example, a renewed escalation or expansion of the trade conflict between the United States and
China could have a significant negative impact on global economic growth, which could in turn have a material
adverse effect on the Group’s results of operations.
Protectionist measures could also directly adversely affect the Group’s sales if tariffs and other non-tariff
market access barriers such as increased certification requirements for imports in markets to which the Group
exports vehicles have a dampening effect on demand for the Group’s products or erode margins. In addition, if
the scope of the free-trade agreements from which the Group currently benefits is significantly narrowed or the
conditions of future free-trade agreements are more restrictive, this could significantly impair the position of
the Group in the relevant markets to the extent it is no longer, or only partially, able to take advantage of those
agreements. Furthermore, the position of the Group in key foreign markets could be affected by the conclusion
of new free-trade agreements or changes in existing free-trade agreements if these free-trade agreements are
concluded without the participation of countries in which the Group has production facilities, resulting in a
competitive disadvantage for the Group.
Further, barriers to trade could increase the Group’s manufacturing costs by increasing the cost of vehicle parts
and components, affecting both its cost of sales and demand for its products. The composition of the Group’s
vehicle production and assembly operations could also be adversely affected, including as a result of
localization or “local value add” requirements, which are becoming increasingly common. Localization is a
complex and time-intensive process that could result in the need to expand production facilities or increase
local purchasing, which could result in an increase in the Group’s expenses.
In addition, any changes in financial legislation applicable in certain markets regarding capital requirements for
financial services entities could increase such entities’ costs and thereby increase entry barriers into the relevant
markets.
The disruption of technological and economic links between major markets including through governmental
measures may also adversely affect earnings if research and development have to be conducted locally, value
chains are required to be adjusted to avoid supply chain disruptions or because the use of certain technologies
or components in the final products is not permitted.
In Europe, trade relations have also been affected, and may continue to be adversely affected, by Brexit.
Although the trade and cooperation agreement concluded by the EU and the United Kingdom in
December 2020 generally provides for tariff-free trade, it also imposes product-specific rules of origin for
automotive products, non-compliance with which could trigger customs payments and result in margin pressure
as a result of lower sales due to the need to increase vehicle prices, or in a lower margin should vehicle prices
be kept stable. In addition, time-consuming customs procedures at the UK-EU border expose the Group to the
risk of supply chain disruptions, including delayed deliveries to customers and delivery bottlenecks with respect
to component parts used in the Group’s manufacturing processes as well as the delivery of spare parts. See also
“1.1.10 The Group’s business, which depends on the timely availability of high-quality raw materials, parts,
components and other inputs at reasonable prices.”
However, in certain markets where the Group sells domestically manufactured products (such as the United
States, Japan, India, Brazil, Russia, and to some extent China), certain market access barriers exist. If such
trade barriers were to be reduced or lifted, this could negatively affect the Group’s business by increasing the
volume of imports and thereby further increasing competition in these markets.
Any barriers to trade or other protectionist measures that increase the Group’s cost of production or the price of
its products, or the relaxation of such barriers or other measures that increase the level of competition in the
relevant markets, could jeopardize the competitiveness of the Group’s products, and have a material adverse
effect on the Group’s business, assets, results of operations, financial condition and prospects.
5
other services as well as financing terms and the residual value of the vehicle, all of which affect TCO, a
principal factor in the purchase decision of customers. Additional factors affecting competition include safety,
reliability of delivery, recall history, customer service, design and driver comfort, as well as the ability to
respond to specific customer needs with tailored products and services. Competition is moreover increasingly
driven by technological leadership and the ability to respond to the evolving trends transforming the
commercial vehicle industry, including alternative powertrains and fuels, connectivity and autonomous driving.
The Group and its competitors face competitive pricing and margin pressure that could adversely affect the
Group’s ability to increase or maintain vehicle prices. Some of the Group’s competitors may have greater
financial, marketing and operating resources than the Group, or lower overall cost structures. The Group’s
current competitors or new entrants to the market in which the Group operates could adapt more quickly to the
transformational changes and regulatory requirements facing the industry than the Group does, differentiate
themselves more effectively, or improve the functionality or performance of their vehicle products and services
more quickly or in a more cost-effective manner. Competitive pressure is also intensifying as a result of the
continued globalization of the commercial vehicle sector and far-reaching cooperative arrangements between
existing manufacturers.
The Group may face further competition from the market entry of new truck and bus manufacturers,
particularly in emerging markets, and the entry of existing participants into new markets. For example, the
Group is increasingly facing competition from Chinese manufacturers in the area of electric trucks and buses
both in China and other markets. In addition, the Group competes with new market participants seeking to
disrupt the industry’s historical business model through the introduction of new technologies, vehicles, vehicle
components or services, new business models and new modes of transportation. Furthermore, Tesla, Inc. has
announced its plans to expand its existing battery-electric vehicle (“BEV”) offerings to include trucks, and
Nikola Motor Company has announced that they are developing a fuel-cell electric vehicle (“FCEV”)
application for commercial vehicles.
Competitive pressure will therefore encompass a wider range of competitors, products and services, including
those that may be outside the Group’s historical areas of focus, such as electric, alternative fuel, hybrid,
connected and autonomous vehicles, as well as telematics and other digital services. Increased competition
could result in pricing pressure, lost sales and lower margins and any failure by the Group to compete
effectively would have a material adverse effect on its business, assets, results of operations, financial condition
and prospects.
1.1.6 The Group is dependent on third-party suppliers and in particular faces an ongoing shortage of
semiconductors crucial to its products
The Group is dependent on third-party suppliers for the timely delivery of high-quality materials and
components for the manufacture of its vehicles. The Group sources materials, automotive parts and components
from several suppliers; however, for the majority of parts the Group relies on one specific supplier (also termed
“single sourcing”) for each individual part. In these cases, the Group faces the risk of production downtime and
inventory backlogs if one or more suppliers are unable or unwilling to fulfill delivery obligations, for example
due to supply shortages, labor strikes, capacity allocation to other customers, or financial distress of the
supplier. There is also considerable dependence on imported parts in some markets, such as Brazil.
The Group has been and may continue to be acutely affected by an ongoing global shortage of semiconductors,
which the Group needs to complete its products. Significant supplier delays in the delivery of semiconductors
to the Group have hampered the Group’s ability to keep up with market demand for its products in 2021,
resulting in a material impact on its results for the current fiscal year. The Group has experienced this shortfall
in semiconductors in particular in its heavy-duty truck market segment in North America and Europe, where
significant numbers of the Group’s trucks are awaiting completion. Along with supply chain uncertainty caused
by the Covid-19 pandemic and sudden factory shutdowns due to natural disasters at major semiconductor
production sites worldwide, longer-term trends such as a general rise in demand in the automotive sector
competing with other rapidly growing industries for semiconductor manufacturing capacity and structural issues
within the semiconductor supplier landscape have complicated the Group’s ability to secure sufficient supply.
Moreover, the Group anticipates it will need an increasing number of semiconductors in the near- to mid-term
as it further digitizes its trucks with new connectivity and autonomous driving technology, and releases next-
generation BEV and FCEV truck and bus models featuring highly digitized powertrains. Supply issues related
to semiconductors may not be alleviated in the near future. It could take several years for the global shortage to
be resolved. Until such time as semiconductor suppliers are able to meet global demand, including the demand
of the Group, the Group’s business, assets, results of operations, financial condition and prospects may be
materially adversely affected.
6
Suppliers may also exit certain business lines that the Group relies on or may for other reasons be unable or
unwilling to fulfill delivery obligations. In such cases, the Group would need to find alternative materials and
components, which may be costlier or less appropriate than the original ones, take longer than the notice period
provided by the supplier, and/or require costly adjustments and a redesign or re-engineering of the Group’s
products. In addition to the risk of supply interruptions, which are exacerbated in the case of single-source
suppliers, the exclusive supplier of a key component potentially could exert significant bargaining power over
price, quality warranty claims or other terms relating to the component.
Economic downturns, geopolitical developments, pandemics such as Covid-19 and other factors may result in
financial strain for many of the Group’s suppliers, as a result of which the Group could face a heightened risk
of supply chain disruptions, including in connection with supplier bankruptcies. In order to counteract such
disruption, secure supply and maintain production levels, the Group may have to undertake costly support
measures, as a result of which the profitability of vehicles sold could decline. More generally, if suppliers
cannot cover their fixed costs, there is also the risk that they may demand compensation payments. In addition,
capacity expansion at suppliers’ plants could also require cost participation on the part of the Group to secure
allocations. While the Group has measures in place to proactively address these risks, such measures may not
be effective.
Any of the foregoing risks, if they materialize, could have a material adverse effect on the Group’s business,
assets, results of operations, financial condition and prospects. See also “1.1.10 The Group’s business, which
depends on the timely availability of high-quality raw materials, parts, components and other inputs at
reasonable prices.”
1.1.7 The Group’s future business success depends on its ability to respond to evolving market trends
with innovative, attractive and energy-efficient products, technology and services on competitive
terms
The commercial vehicle sector is facing a number of evolving market trends that are transforming the
transportation industry. Growing environmental awareness, increasingly strict energy efficiency and exhaust
emissions regulations and growing customer focus on TCO have resulted in a shift towards the development of
commercial vehicles with alternative drive systems, and vehicles powered by alternative fuels (including
hydrogen) or electricity. TCO, driver shortages (particularly in the U.S. market) and safety considerations have
catalyzed the development of autonomous driving technology. In addition, connectivity-based vehicle features
and digital solutions that help optimize TCO, such as fleet capacity optimization and predictive maintenance
software, are increasingly becoming a purchase criterion for customers. The Group’s future success will be
dependent on its ability to correctly assess and respond to these developments with innovative, commercially
attractive products and services that are able to compete in the market.
The Group is investing significantly in the development of BEV and FCEV trucks. For example, Daimler
Truck AG has partnered with Volvo in a 50-50 joint venture called cellcentric GmbH & Co. KG (“cellcentric”)
for the development, manufacture and marketing of hydrogen fuel-cells and systems. This project entails
considerable risks beyond the Group’s control, including uncertainties regarding future regulation,
governmental support for, and broad market or regional acceptance of, alternative drive systems and
alternative fuels (including hydrogen), along with energy prices generally. A further risk in this regard is the
availability of the necessary charging or refueling infrastructure, government support for such infrastructure and
sufficient availability of required components, including batteries for electrified trucks and key raw materials
required to produce them, including lithium. As a result, it is not possible for the Group to determine the speed,
scale and magnitude of the transition to ZEV adoption. The Group has recently entered into a number of
strategic partnerships with battery and charging infrastructure suppliers, including Contemporary Amperex
Technology Co. Limited (“CATL”), Power Electronics USA, Inc. (“Power Electronics”), Siemens AG
(“Siemens”), Engie S.A. (“ENGIE”), EVBox B.V. (“EVBox”), Linde Hydrogen FuelTech GmbH (“Linde”),
Shell New Energies NL B.V. (“Shell”), BP Advanced Mobility Limited (“BP”), TotalEnergies Marketing
Services S.A.S. (“TotalEnergies”), TRATON SE (“TRATON”) and Volvo to further bolster its dual BEV/
FCEV strategy, however the Group’s efforts may not be successful. Finally, the Group may not be able to
develop a commercially attractive product portfolio of BEV and FCEV trucks or have the technological,
organizational and financial ability to transform itself from a traditional truck and bus manufacturer into a
provider of sustainable transport solutions and may not be able to successfully establish such a new brand
image and market position.
In addition, the Group is making significant investments in autonomous driving with the goal of
commercializing integrated fully automated, correction-capable (“SAE Level 4”) driving solutions. The
Group is pursuing a dual-track strategy of investing both in its partnership with Waymo LLC (“Waymo”) to
7
develop a variant of the Group’s Freightliner Cascadia truck equipped with Waymo’s autonomous driving
technology and in its own program with majority-owned subsidiary Torc Robotics, Inc. (“Torc”) on hub-to-hub
trucking between logistics centers. These investments present a number of risks, including uncertainties
regarding future regulation of autonomous driving, lack of widespread market acceptance, competition from
other market participants, insufficient availability of necessary parts, components and technologies and legal
and reputational risks related to product safety.
Finally, the Group is further making significant investments in digitalization and other connectivity-enabled
services for the transport and logistics industry, such as fleet management, predictive maintenance, driver
services and digital sales solutions, as well as solutions for new business models. However, the Group may not
succeed in developing and scaling new capabilities in these rapidly evolving areas as quickly or successfully as
some of its competitors, including, in particular, specialist providers. Further, some of these investments, such
as predictive maintenance, may not be successfully marketed to customers with smaller fleets, as these
customers may prefer to continue handling maintenance in-house and according to their own schedules due to
their proximity to the vehicles. Telematics and other connectivity-enabled services also entail significant cross-
functional complexity, which may result in cost overruns in their development, delays in the launch of new
products, and product malfunctions.
The Group’s ability to bring new products to the market may require both significant external funding and
reinvestment of profit, including to acquire additional equipment and production capacities. See also “1.2.6 The
Group may not succeed in financing or refinancing its capital requirements in due time and to the extent
necessary, or at all, or it may finance or refinance on unfavorable terms and conditions.” Market developments
are, however, difficult to predict and the Group may focus its investments in products and technologies that
will not gain broad market acceptance, or the benefits from their introduction in the market may be lower than
expected. For example, the Group is making a significant strategic investment in BEVs and FCEVs, but the
Group’s key markets may primarily adopt other alternative powertrains or fuels, including some which may not
have been developed yet. While the Group believes that both BEVs (due to their higher energy efficiency and
their use of the electrical grid) and FCEVs (due to their advantages at long distance and in terms of refueling
speeds, both key aspects of trucking, and their reliance on hydrogen as opposed to electrical charging) will play
a role in the future of its markets, the Group’s markets could adopt only the one or the other technology, or an
alternative technology, as the primary standard for ZEVs. In this case, the Group, as a result of its dual-pronged
approach, would have committed significant resources to the research and development of at least one
technology that ultimately failed to gain acceptance.
If the Group fails to address prevailing trends or regulatory and customer requirements with a commercially
attractive product portfolio in a timely manner, because it misinterprets or does not recognize developments, if
the necessary governmental support or regulatory framework fails to emerge, if the necessary charging or
refueling infrastructure is not developed, or if the Group’s products and services do not gain market acceptance,
including as a result of uncompetitive TCO, this could result in unprofitable research and development
investments and associated costs, inability to compete effectively, a loss of market share and reputational
damage, all of which could materially adversely impact the Group’s business, assets, results of operations,
financial condition and prospects.
Further, as a result of increasingly strict energy efficiency and emissions regulation, TCO considerations, and
consumer concerns regarding environmental sustainability, transport of goods may increasingly shift from
trucks to other modes of transport, including rail, and such change in customer preferences or a further shift in
governmental regulations disfavoring transportation by truck could have a material adverse effect on the
Group’s business, assets, results of operations, financial condition and prospects.
1.1.8 The Group’s future success is dependent on the successful execution of its business strategy
The Group’s future business prospects are dependent on the successful execution of the Group’s strategy to
raise its profitability as an independent company and become a technology leader in the market with its
deployment of ZEV and increasingly digitalized truck solutions on a global scale. In particular, if the Group
fails to lower its breakeven point for profitability in certain regions such as Europe, grow its services and
recurring revenues, or successfully deploy series-capable BEV or FCEV trucks, the Group’s business, assets,
results of operations, financial condition and prospects could be materially adversely affected.
The Group’s ability to achieve its strategy is subject to a number of a risks, including:
• insufficient progress in developing technology both in-house and through its partnerships for internal
combustion engine (“ICE”), BEV and FCEV trucks, autonomous driving and digital connectivity
solutions: The Group plans to ramp down its current ICE offerings in favor of a ZEV strategy
8
involving both BEV and FCEV commercial vehicles. It expects this transition to occur over the next
10 to 20 years. For the fiscal year ended December 31, 2020, the Group’s ICE-based vehicles
accounted for the vast majority of its total unit sales. The transition from such a high percentage of
ICE products to new ZEV products will therefore require significant efforts within the Group, as well
as being dependent on cooperation with partners outside of the Group. In particular, the Group plans
to significantly reduce its R&D spending on ICE technology in the near to mid-term, with the
majority of R&D spending to be devoted to ZEV technology by 2025. To manage these R&D costs
reductions in ICE and still implement an ICE ramp-down process in a commercially sustainable
manner, the Group expects it will need additional strategic partners to help bear the R&D costs
necessary for what it expects to be the final or near-final generation of ICE technology, including to
comply with forthcoming Euro VII emissions regulations. See also “1.1.9 The Group is subject to
risks relating to its cooperation with strategic collaboration and joint venture partners”;
• lack of charging and refueling infrastructure capable of supporting the Group’s next generation of
BEV and FCEV trucks in its major markets: Challenges to the establishment and expansion of such
charging and refueling infrastructure include the logistics of securing agreements with third-party
providers to roll out, fund/finance and support a network of charging solutions in appropriate areas,
inadequate electrical or hydrogen capacity or over-capacity in certain areas, security risks or risk of
damage to vehicles associated with charging, development of effective charge management software,
the potential for lack of customer acceptance of charging or refueling solutions, the obtaining of any
required permits, land use rights and filings, and maintaining government support for charging
infrastructure that is compatible with the Group’s products;
• withdrawal of government support for the transition to ZEV: for instance, if government subsidies for
the purchase of commercial BEV or FCEV, safety regulations and generally favorable and supportive
legislation (including tax and toll incentives) are removed or weakened;
• failure to properly gauge customer preferences for new products or financial or aftersales services,
including digital service offerings and ZEV: For instance, not all of the Group’s major competitors
are following a dual-pronged approach in developing both BEV and FCEV products. One or both of
these technologies might not be successful on a commercial scale. See also “1.1.7 The Group’s future
business success depends on its ability to respond to evolving market trends with innovative,
attractive and energy-efficient products, technology and services on competitive terms”;
• inability to effectively lower its fixed and variable costs: In order to raise its global EBIT margin
closer to benchmark competitors, the Group aims to reduce its fixed costs by 15% by 2023, to be
achieved in part through 15% reductions in capital expenditures and R&D spending, from fiscal year
2019 levels. See also “1.1.14 The Group may fail to achieve the targeted benefits from operational
performance improvements, including cost-saving measures”;
• failure to re-establish leadership in customer perception at MB in the areas of sales, service and
product quality, which has slipped in recent years from previously strong positions;
• insufficient management resources to manage the execution of the Group’s business strategy; and
• challenges in preserving the Group’s culture, values and performance-based working environment in
the face of a fast-paced transformation to alternative drivetrains and digital services.
Any failure by the Group to successfully execute its strategy could have a material adverse effect on its
business, assets, results of operations, financial condition and prospects.
1.1.9 The Group is subject to risks relating to its cooperation with strategic collaboration and joint
venture partners
The Group has engaged in the past, and may engage in the future, in significant partnerships and joint ventures,
the success of which is difficult to predict. In particular, the Group maintains partnerships and joint ventures
with several strategic partners and associates as part of its strategy to drive its transformation toward e-mobility
and digitalization, offset or share costs on remaining internal combustion engine projects and to support its
business in certain geographic markets. There will also be an increased focus on these partnerships going
forward, since they are viewed as an essential part of the Group’s R&D cost management efforts. These
partnerships and joint ventures may not function as intended or yield the expected results, such as achieving
synergies, cost savings, expansions in the Group’s product offerings or other benefits. For example, in
March 2021 the Group established the 50-50 joint venture cellcentric with Volvo to develop, manufacture and
market fuel cell systems for heavy-duty commercial vehicle and other applications. The Group also has a 50-50
9
joint venture with the Chinese commercial vehicle manufacturer Beiqi Foton Motor Co., Ltd. (“Foton”) for the
local manufacturing of heavy-duty trucks for the Chinese market. In addition, the Group recently expanded its
partnership with CATL to jointly design battery cells for the trucking industry and to secure supply of truck-
focused batteries beyond 2030. The Group has also announced partnerships with Power Electronics, Siemens,
Engie/EVBox, Linde, TRATON, Volvo, BP, TotalEnergies and Shell on battery and fuel cell charging
infrastructure systems. It also collaborates with Waymo on autonomous driving technology. To address the
ongoing costs associated with ICE development, Daimler Truck AG announced the signing of a framework
agreement in August 2021 with Cummins Inc. (“Cummins”) establishing a strategic partnership for a medium-
duty engine system and it is seeking further strategic partners in relation to heavy-duty engines and the
expected Euro VII emission standards.
The Group’s participation in partnerships and joint ventures is subject to a number of risks and challenges,
including:
• the Group’s business and legal interests may not always be aligned with those of its partners and any
of the Group’s current or future joint ventures or partnerships may fail to be successful, achieve their
planned objectives and meet their targeted timelines;
• joint ventures and partnerships may require an investment of considerable management, financial and
operational resources to establish sufficient infrastructure such as risk management, compliance or
other processes;
• joint ventures and partnerships may be structurally complicated by the parties involved being required
to anticipate and address issues of governance, control, dispute resolution and ownership or use of
rights to intellectual property and other assets, among many other matters;
• the Group may not have the level of strategic control over the joint venture or its strategic partner
that it requires to fulfill its long-term goals or to prevent quality control issues, inefficiencies or other
operational problems;
• a joint venture partner may sell its stake in the joint venture to a buyer who is unattractive to the
Group;
• joint ventures may not succeed commercially, resulting in the Group recording an impairment; and
• joint ventures and partnerships may result in restrictions on the Group’s ability to compete.
Furthermore, the Group’s joint venture and strategic partners may take actions contrary to the Group’s
instructions or requests or contrary to its policies or objectives, be unable or unwilling to fulfill their
obligations under the relevant joint venture or strategic partnership agreement, including compliance with
reporting obligations and anti-corruption laws or adherence to restrictions on the use of the Group’s assets,
including intellectual property rights, or have financial difficulties. A serious dispute with one of the Group’s
joint venture or strategic partners or serious problems arising in one of its joint ventures may cause the loss of
business opportunities or disruption to, or termination of, the relevant project or business venture. A dispute
may also give rise to litigation or other legal proceedings, which would divert the Group’s management’s
attention and other resources.
Joint ventures may also expose the Group to risks relating to its intellectual property and proprietary rights. See
also “1.3.8 The Group may not adequately protect its intellectual property and know-how or may be liable for
the infringement of third-party intellectual property or know-how.” Joint ventures may further be restricted by
antitrust rules in certain jurisdictions. For example, the Group’s joint venture with Volvo was subject to merger
clearance by the European Commission. See also “1.3.3 The Group faces risks arising from non-compliance
with antitrust laws and regulations.”
Entering into joint ventures or strategic partnerships with companies in foreign countries may moreover expose
the Group to changes in economic and political conditions in those foreign countries, as well as relevant laws
and regulations. For example, the Group’s relationship with Foton exposes the Group to economic and political
conditions in China. The relevant contracts with Foton are generally governed by Chinese law and the Group is
therefore exposed to Chinese laws and regulations to the extent the joint venture maintains operations in China.
See also “1.2.1 The Group is subject to risks related to its international operations”
The successful cooperation with partners in associated companies and joint ventures is of key importance to the
Group’s ability to drive its transformation toward e-mobility and comprehensive digitalization, among other
strategic priorities. Should such cooperative arrangements fail for any reason, including as a result of the above
risks materializing, this may adversely affect the successful execution of the Group’s business strategy, its
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competitiveness, and its ability to comply with regulatory requirements. Any of the foregoing could have a
material adverse effect on the Group’s business, assets, results of operations, financial condition and prospects.
1.1.10 The Group’s business, which depends on the timely availability of high-quality raw materials,
parts, components and other inputs at reasonable prices, is currently facing, and may continue
to face, delays, shortages and price volatility as a result of global supply chain disruptions and
other factors
The Group purchases a broad range of materials, components and parts in connection with its manufacturing
activities. These include steel, copper, aluminum, precious metals, rubber, plastics, particularly within parts and
components containing these and other raw materials. The cost of such parts, components and materials
represents a significant portion of the Group’s total costs, and problems with their availability may in some
cases pose a significant risk to the Group’s business.
The prices of these materials, components and parts are susceptible to significant and at times sharp
fluctuations, including as a result of global or regional supply/demand dynamics in the commodities markets
and end markets, production capacity and constraints on the part of suppliers, transportation costs and issues,
energy prices, infrastructure failures, government regulations and tariffs, geopolitical events, changes in
currency exchange rates, price controls, the economic climate including inflationary pressure, and other
unforeseen circumstances. Market prices for the key raw materials and components that the Group sources,
such as steel and steel derivatives, have been volatile in recent years. Following a sharp decline during the
early phase of the Covid-19 pandemic in 2020, these prices are rising again as demand is recovering although
supply remains limited as a result of capacity reductions undertaken during the downturn. Steel prices in
particular have been volatile in 2021, with extreme surges in the past months, which could further impact the
cost of a wide range of items with a high exposure to steel. In general, the ability to pass on the higher costs of
commodities and other materials and inputs in the form of higher prices for manufactured vehicles is limited
because of strong competitive pressure in the commercial vehicle markets. Such price increases may therefore
have a negative impact on the profit margins the Group earns on the vehicles it sells.
In addition to price and cost risks, the Group is subject to the risk of supply shortages for key raw materials,
parts and components, which can arise due to a wide range of factors. Companies around the world are
currently suffering from acute shortages of many raw materials, parts and components for complex reasons,
many related to or triggered by the Covid-19 pandemic. These include surges in consumer demand as the
global economy emerges from the Covid-19 pandemic, which some producers are struggling to meet due to
ongoing supply limitations arising from the pandemic, shortages of energy and labor in some markets, which
have caused production delays along the entire supply chain, and shortages of truck drivers and shipping
containers as well as a lack of port capacity, which have undermined the transport and delivery of goods. The
interconnected nature of international supply chains means that a single supply problem in one market can lead
to multiple production problems in multiple markets.
The Group’s operations and financial performance has been impacted by supply chain constraints, mainly due
to shortages of semiconductors, which have especially affected its heavy-duty truck market segment. The
Group has been able to only partly offset increased prices for raw materials with increased net pricing for its
products. A particular problem for automotive manufacturers like the Group arises from the continuing
international shortage of semiconductors required for cars, trucks and buses. The semiconductor shortage has
for some time had, and will likely continue to have, a material impact on the Group’s ability to complete the
manufacture of its trucks and buses. See also “1.1.6 The Group is dependent on third party suppliers and in
particular faces an ongoing shortage of semiconductors crucial to its products.”
Further supply risks arise from other factors, such as decreases in extraction and production due to natural
disasters, political instability or unrest or production limits imposed in extracting and producing countries. For
example, China, which is currently the predominant producer of rare earth elements, has limited the export of
such elements in the past and is increasingly using other mechanisms, such as an export licensing system or the
imposition of higher raw material duties, which could limit access to such materials. See also “1.1.4 The
Group’s business could be materially adversely affected by the imposition of measures restricting market
access, including tariffs and other barriers to trade.” In addition, quality issues with respect to raw materials,
components and parts may necessitate technical measures involving a considerable financial outlay where costs
cannot be passed on to the supplier or only to a limited extent.
Finally, rapidly rising demand for certain new technologies, such as electrified powertrains, could require
significant changes to the Group’s supply chain and result in higher product costs and supply bottlenecks. An
increasing shift to e-mobility and digitization throughout the industry has resulted and is expected to continue
11
to result in long-term increases in demand for battery cells, semiconductors and certain critical materials, such
as lithium, necessary to manufacture them. Due to the limited pool of suppliers, price increases and bottlenecks
in the supply of these materials have occurred and may continue to occur, which could limit the Group’s ability
to meet demand for its current generation of vehicles (including its vehicles with conventional ICE powertrains)
or commercialize its new ZEVs profitably (or at all).
Any of the foregoing risks, if they materialize, could have a material adverse effect on the Group’s business,
assets, results of operations, financial condition and prospects.
1.1.11 Unforeseen business interruptions at production facilities may lead to production bottlenecks or
downtime
The Group’s success depends on the uninterrupted operation of its manufacturing operations. Unforeseen
disruption of a production facility could be caused by a number of events, including a maintenance outage,
power failure, equipment failure, fires, floods, earthquakes or other natural disasters, severe weather conditions,
social unrest or terrorist activity, labor difficulties, public health concerns or other operational problems. A
prolonged disruption at a manufacturing facility could result in production downtimes or temporary operation at
reduced capacity preventing the Group from completing production orders in a timely manner, loss of business
volume, reduced productivity or profitability at a particular production site, significant repair costs that are not
covered by the Group’s insurance coverage and, in severe cases, injuries or loss of life. For example, during the
first wave of the Covid-19 pandemic in spring 2020, the Group had to temporarily suspend operations at the
majority of its plants in the EU30 and later also at those in the U.S., Latin America and Asia. Certain sales-
and-service centers and dealerships for the Group’s products also closed due to the Covid-19 pandemic. These
closures resulted in delayed shipments to customers, lower customer demand and lower unit sales. See also
“1.1.1 The Covid-19 pandemic continues to pose a significant risk to the global economy and to the Group’s
business, assets, results of operations, financial condition and prospects.”
The Group is subject to concentration risk with respect to production interruptions. For instance, diesel engines
for the Group’s Freightliner brand commercial vehicles are produced exclusively at a single production site in
the city of Detroit, Michigan in the United States. A production downtime or stoppage at this facility in
particular could have a material adverse effect on the Group’s business, assets, results of operations, financial
condition and prospects.
1.1.12 Deviations from planning in connection with large projects, including, in particular, new vehicle
generations, may result in cost overruns, delays and otherwise hinder their successful realization
The Group is subject to risks relating to deviation from planning in connection with large projects, including
the development and launch of new vehicle generations, vehicles or powertrains. This may especially be the
case when capital-intensive projects, such as factory buildouts or capacity expansions, e.g., the introduction of a
new production line, are required. These risks may result from a number of factors, including inaccurate
assumptions with respect to planning and implementation costs, unexpected technical challenges, weaknesses in
project design and management, and poor performance of third-party suppliers and business partners. These
factors could result in significant cost overruns, delays in new product launches, delivery delays, quality issues
and damage to customer relationships.
While the current roll-out of new truck generations such as the eActros, eEconic, eCascadia and eCanter and
new bus generations such as the eCitaro and the Saf-T-Liner C2 Jouley are not currently expected to require
dual production lines, this could change as production volumes increase in the future, resulting in significant
additional costs for the Group. The cost of such additional production lines may not be offset by profits derived
from increased production volumes. Late design changes in the development process, for example in
connection with new regulatory requirements, as well as quality or availability problems of supplied vehicle
components can have a negative impact on production ramp-ups. Delays in the ramp-up phase of an innovation
or during a product’s lifecycle can lead to inefficiencies in the production process and as a consequence to a
temporary reduction in production volumes. Such delays could also occur due to the ineffective training of
employees, particularly in connection with the electrification process, which entails additional safety
considerations compared to traditional automotive manufacturing.
The Group may not manage these or other large projects as effectively as planned, and any deviation from
planning in connection with such projects could have a material adverse effect on the Group’s business, assets,
results of operations, financial condition and prospects.
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1.1.13 The Group may not be able to adjust its production capacity in line with demand for its
products
The Group plans its production capacity for its commercial vehicle projects several years in advance on the
basis of expected sales developments. Although many of the Group’s products are made-to-order, demand for
commercial vehicles is a function of a wide range of factors, including market cyclicality and other dynamics,
and cannot be estimated with any certainty. Moreover, most customer orders have unique specifications and
require extensive customization of the Group’s base offerings. In particular, the ongoing transformation in the
transport and logistics industry makes it more difficult to forecast future sales of vehicles with alternative
powertrains, hybrid vehicles, vehicles using alternative fuels and traditional commercial vehicles, which
increases the risk of the Group’s production planning. In addition, as the range of the Group’s models increases,
the risks related to production planning also increase.
If the Group overestimates demand for its products, there is a risk that available capacity will be underutilized,
while pessimistic forecasts could result in insufficient capacity to meet demand. Lower than planned capacity
utilization results in lower returns on the capital invested in building such capacity and in reduced profit
margins, whereas insufficient capacity could result in lost business and customer dissatisfaction. This requires
the Group to continuously adjust production capacity at its facilities worldwide. Neither the Group nor its key
suppliers may be able to adjust production capacity sufficiently and in the timeframe required if demand
fluctuates beyond their organizational and technical flexibility. For example, in the face of a strong rebound in
demand for its products in 2021, the Group has also experienced significant supplier delays in the delivery of
semiconductors, which has hampered the Group’s ability to maintain production capacity at levels necessary to
satisfy demand. See also “1.1.6 The Group is dependent on third-party suppliers and in particular faces an
ongoing shortage of semiconductors crucial to its products.”
In addition, the Group may not be able to adjust production capacity as planned for political, regulatory or legal
reasons, such as employment laws that limit the Group’s ability to adjust the size of its workforce in certain
jurisdictions, such as Germany, where the Group maintains significant production capacity for conventional
powertrains. The transition, in particular from conventional powertrain to battery-electric and fuel-cell electric
powertrain production, over the coming years is likely to require fewer employees than previously due to the
reduced number of individually machined components in zero-emission powertrains compared to powertrains
based on ICE.
Any of the foregoing risks, if they materialize, could have a material adverse effect on the Group’s business,
assets, results of operations, financial condition and prospects.
1.1.14 The Group may fail to achieve the targeted benefits from operational performance
improvements, including cost-saving measures
Efficiency improvements and cost savings are crucial for the Group to maintain its competitiveness and
improve its profitability. In recent years, the Group’s most significant operating expenses, personnel costs and
procurement costs have been on an upward trend, putting pressure on the Group’s profit margins. The Group
seeks to control such costs through implementing operational improvement measures. The Group is in the midst
of implementing a number of operational performance and cost-saving initiatives to address ongoing high fixed
and variable costs impacting profitability.
The Group is seeking to reduce its fixed costs by approximately 15% by 2023 from fiscal year 2019 levels, to
be achieved in part through 15% reductions in capital expenditures and R&D spending, and through
performance-based capital allocation as well as personnel cuts at the segment level (as described in more detail
below).
Operations of the Group’s Mercedes-Benz segment (“MB”) have also been a particular focus for the Group’s
cost optimization efforts in the period under review. Turnaround efforts comprise both top line and bottom line
(e.g., material, personnel and non-personnel) measures, focusing on an increase in sales performance and
sustainable cost reductions, among others resulting in reduced break-even points, in Europe and Brazil. In order
to achieve personnel cost targets, MB is pursuing an ongoing personnel cost reduction of EUR 280 million
(including a reduction in management positions) by 2023 compared to 2019, with 50% of net savings expected
to be delivered by the end of 2021. It is also pursuing a non-personnel cost reduction of EUR 200 million by
2023 compared to 2019, with 50% of net savings expected to be delivered by the end of 2021, driven by a cost
and revenue program implemented to ensure improvement on all contribution margin (i.e. the marginal profit,
calculated as revenue minus variable cost) (“Contribution Margin”) levers. These levers relate to portfolio
improvements, which include a reduction of the number of base vehicle models with low volumes from 140 to
100 and of the volume of purchased parts by approximately 15%, material-related measures, such as focusing
13
on commonalities and growing the number of shared parts used globally, achieving higher product quality,
pricing improvements, which include pursuing profitable segments as opposed to market share, and focusing on
optional extras with added value for customers and high contribution margins.
The Group’s Daimler Trucks Asia segment (“TA”) has implemented a range of cost optimization initiatives in
the period under review. In particular, TA is focused on achieving higher levels of variable cost efficiency,
offsetting technical cost increases, improving revenue quality, reviewing its sales and production footprints and
expanding for instance the insourcing of its profitable service business. TA is also seeking to optimize its fixed
cost structure and reduce indirect labor costs by 10% (in particular in its Fuso operations) compared to 2019
and is aiming for downstream profits to cover 100% of fixed costs by 2025.
In the period under review, the Group’s Daimler Trucks North America segment (“TN”) has sought to maintain
rigorous cost management. Going forward, TN intends to maintain strict cost discipline, focusing on vehicle
cost reductions while maintaining a highly flexible production network across the U.S. and Mexico, operational
efficiencies, and stringent fixed overhead controls.
The Group’s Daimler Buses segment (“DB”) has focused its cost optimization efforts on reducing personnel
cost, lowering spending involving external parties and implementing digitalization in various operational
settings in the period under review. DB has also sought to actively manage its portfolio of products to reduce
complexity, both for customers and its own production base, in order to increase leverage from volume growth
and take advantage of revisions to its production footprint. DB is seeking to reduce fixed costs by
EUR 300 million by 2025 through personnel reductions, maximizing efficiencies from the Group’s global
production footprint and streamlining its portfolio and geographic presence.
Implementation of these operational performance and cost-saving measures is a complex exercise involving
multiple jurisdictions across Asia, North America, the EU30 and Latin America and is subject to a number of
interdependencies and uncertainties. For example, changes in the personnel structure and reductions in
headcount for purposes of personnel cost reductions could negatively affect morale within the Group’s
workforce, damage the image of the Group as a preferred employer and undermine its ability to attract and
retain talent. Initiatives to reach cost reduction targets in the procurement and supply chain structure could also
face logistical hurdles, such as the Group’s plan to produce and purchase parts in Brazil that it had previously
secured from other sources internationally. Furthermore, performance initiatives of the scale and breadth
targeted by the Group require significant management time and attention, which could disrupt or otherwise
negatively affect ongoing business operations. The failure to provide sufficient management capacity to
implement the Group’s operational performance and cost-saving measures could both impede the success of the
initiatives and adversely affect the Group’s business.
The Group’s ability to achieve the targeted benefits of its operational performance and cost-saving programs is
also dependent on assumptions relating to a number of external factors, including the development of the
markets for the Group’s products, political, legal, fiscal, market and economic conditions, labor law and
regulations, other regulatory developments, relations with trade unions and works councils, collective
bargaining outcomes and tariff and wage increases, all of which are difficult to predict and are largely beyond
the Group’s control. These assumptions may prove to be inaccurate.
As a result of any of the factors above, these operational performance and cost-saving measures, or components
thereof, may not deliver the intended benefits within the time frame the Group targets. This may result in
implementation costs in excess of those originally budgeted by the Group and the actual results of the
initiatives may differ materially from the targets. These initiatives may fail to be successful. If the targeted
operational performance and cost-saving measures are not fully realized or achieved within the intended time
frames, this could have a material adverse effect on the Group’s profit margins and more generally its business,
assets, results of operations, financial condition and prospects.
1.1.15 Vehicle defects and other quality issues could lead to recalls, regulatory inquiries, delays in new
product launches, penalties and legal liability
In order to maintain high quality standards for its products and to comply with government-prescribed safety
and other standards, the Group incurs substantial costs for monitoring, certification and quality assurance.
Meeting government-mandated vehicle standards is costly and often technologically challenging, particularly
where required standards conflict with one another. As commercial vehicles become increasingly complex,
including as a result of digitalization of components and communications among such components, the risk of
vehicle defects increases. As the Group employs a modular component concept in the production of vehicles,
for instance with respect to powertrains, the Group’s risk with respect to product defects is moreover further
increased because individual components are used in a number of different vehicle types, models and brands.
14
Moreover, the adoption of new technologies, many of which are still being refined for use in the transportation
industry, including autonomous driving technologies and electric vehicles powered by batteries, may increase
the Group’s exposure to vehicle defects and product liability.
Applicable laws and governmental standards require manufacturers to take action to remedy defects related to
vehicle safety and other standards, and a manufacturer may have to recall vehicles. Costs associated with
delays in new model launches due to product defects and recall campaigns or warranty costs to remedy defects
in vehicles that have been sold can be substantial. For example, the Group’s Actros model heavy-duty truck
released in 2011 experienced quality issues with a secondary water retarder at higher mileage which required
the initiation of service campaigns and the granting of extended service warranties to customers. Vehicle
manufacturers can also face regulatory investigations and fines for non-compliance with various governmental
standards or rules as well as customer claims and litigation arising from any defects and resulting consequences
on product use or safety. Class action lawsuits, where available, and product liability, in particular, can have
substantial financial consequences. In addition, in 2020, Daimler Trucks North America agreed to a
USD 10 million civil penalty, to spend an additional USD 5 million on projects to enhance safety and to a
USD 15 million deferred penalty (which may become payable under certain circumstances) as part of a
settlement with the U.S. National Highway Traffic Safety Administration (“NHTSA”) regarding claims that it
had failed to recall vehicles in timely fashion and comply with U.S. federal reporting requirements.
The Group generally records warranty provisions in its accounts based on past experience and known claims,
but such provisions may not be adequate for any liability ultimately incurred as a result of potential vehicle
defects. In addition, defective products, product liability claims, warranty claims, product recalls and other
similar proceedings could damage the Group’s reputation, which could in turn harm its customer relationships
and result in reduced sales and ultimately could have a material adverse effect on the Group’s business, assets,
results of operations, financial condition and prospects. See also “1.3.2 The Group is subject to risks arising
from legal disputes and government proceedings” and “1.3.10 The Group’s insurance coverage may not be
sufficient and insurance premiums may increase.”
1.1.16 The Group’s success is dependent on the image of its brands and the brand image and
reputation of its strategic partners
The Group’s success is dependent on the good reputation and image of its various brands. To this end, the
Group must earn customers’ confidence by providing products and services that meet customer demand and
appeal to customers’ preferences, including with respect to sustainability, innovation, quality, reliability, and
value (total cost of ownership). Moreover, as the Group is dependent on suppliers for several significant
production components, the perception of the Group’s vehicles can also be affected by the performance and
quality of third-party supply components or broader perceptions of the commercial vehicle industry generally. If
the Group is unable to effectively maintain and develop its and its brands’ image, for example as a result of an
inability to provide safe, high-quality products and services or as a result of the failure to promptly implement
safety measures such as recalls when necessary, vehicle unit sales or sale prices might decrease. The Group’s
success is also dependent on its image with other stakeholders, including the general public. Key factors
affecting the Group’s public perception include its approach to environmental sustainability, labor practices and
social matters, including human rights as well as government proceedings and litigation to which it is subject.
In addition, as the Group further develops its strategic partnerships and its brands become increasingly
associated with associates and strategic partners, the Group’s exposure to risks relating to the brand image and
reputation of third parties increases. The Group has little, if any, control over the strategic direction and
management of the Group’s associates and strategic partners and any deterioration of their public image may
jeopardize the image of its own brands. Finally, the Group is subject to reputational risk in connection with the
sale of commercial vehicles to government customers or other state actors should the activities in which its
vehicles become deployed generate adverse publicity.
Any inability on the Group’s part to maintain and develop the image of its brands, or failure of its associates
and strategic partners to successfully manage theirs, could materially adversely affect the Group’s business,
assets, results of operations, financial condition and prospects.
1.1.17 The Group’s multi-brand strategy may result in overlapping sales and a weakening of its brands
The Group has a number of principal truck and bus brands, comprising Mercedes-Benz, BharatBenz, FUSO,
Freightliner, Western Star, Thomas Built Buses and Setra. While each of these brands has its own clear brand
positioning, they serve similar industries and many of their truck and bus products and aftersales offerings
overlap. The similarity of the brands’ product offerings, such as those of Freightliner and Western Star in the
15
U.S. market, could increase the risk of an overlap in the marketing approach and could lead to sales of one
brand cannibalizing the sales of another in markets where such overlap exists, which can have an adverse effect
on the overall position and market share of the individual brands. For example, the Group’s vehicle brands in
certain instances compete with one another in tenders for customer contracts. Risks relating to an overlap in the
product offerings of the Group’s various brands may be intensified by the Group’s modular strategy, which
incorporates certain platforms and components into certain products across the Group’s principal brands. In
particular, the Group may face price erosion and lower margins for certain premium vehicles if more
components are shared between brands.
These risks may lead to internal cannibalization, loss of sales or additional expenses associated with higher
investment to reposition affected models or brands, which could have a material adverse effect on the Group’s
business, assets, financial condition, results of operations and prospects.
1.1.18 The Group’s sales performance could weaken, if the Group is unable to effectively market and
distribute its products
The Group’s success in the sale of vehicles and after-sale services depends on the ability of its business
divisions to market and distribute their products effectively based on distribution networks, financial services
and sales techniques tailored to the needs of their customers. Further, in many jurisdictions, the Group’s
products are sold by independent commercial vehicle dealers and vehicle importers, with whom the Group
strives to maintain good working relationships and whom it aims to integrate into its marketing, sales and
product strategies. However, the Group’s and the dealers’ or vehicle importers’ interests may not be aligned.
Moreover, the Group may not be able to adequately adapt its sales techniques and distribution networks to
changing customer preferences or changes in the regulatory environment or local business practice in the major
markets in which it operates.
In markets where the Group relies on independent distributors for a significant portion of its business volume,
the Group is also exposed to the risk of disruption in its distribution network in connection with financial
instability or insolvency of important distributors, a risk that may become acute during financial downturns or
crises. For example, some of the Group’s independent distributors have experienced significant financial strain
as a result of the Covid-19 pandemic and it cannot be ruled that the Group will have to take costly support
measures to ensure the performance of failing business partners. The loss of strategically important distributors
could result in the Group’s inability to fully serve consumer demand and lower unit sales, as well as costs
related to contract cancellations. At the same time, support measures to safeguard such distributors could result
in significant costs and operational challenges. See also “1.1.1 The Covid-19 pandemic continues to pose a
significant risk to the global economy and to the Group’s business, assets, results of operations, financial
condition and prospects.”
Finally, laws and regulations in many jurisdictions govern sales practices and provide for governmental and
private rights of action to address non-compliant practices. Failure to maintain well-developed sales techniques
and distribution networks may result in lower volumes and a decline in market share, regulatory and legal
inquiries and claims and could have a material adverse effect on the Group’s business, assets, results of
operations, financial condition and prospects.
1.1.19 The Group’s service business, which is a key contributor to the Group’s success and
competitiveness, may not generate the revenues and profitability that the Group expects
The Group offers an array of aftersales services and parts to purchasers of its commercial vehicles, including
workshop services, maintenance plans, spare parts and services for the management of customer operations,
such as fleet management systems and driver coaching, as well as financial services distinct from aftersales
services. The aftersales services business generally produces higher margins than new vehicle sales in certain
cases, making it particularly important for the Group’s financial performance. In 2019, the Group’s contribution
to revenue from services amounted to approximately 30% (being the percentage of revenue from services of the
Industrial Business and Financial Services plus leasing installments from finance leases (numerator) divided by
the total of a) new vehicle revenues from the Industrial Business minus b) additions to Financial Services
finance and operating leases plus c) the numerator) (“Service Share of Revenue”). The Group’s ambition is to
increase its Service Share of Revenue to approximately 35% in the mid-term and to approximately 50% by
2030 as part of its ultimate transformation into a provider of mobility services. The Group’s aftersales business
may however not generate the revenues and profitability that the Group expects, and such services could
decline in importance over time. This could happen for a number of reasons, including:
• declines in sales of new vehicles;
16
• changes in economic conditions encouraging customers to become more price-conscious and less
willing to commit to long-term service contracts;
• a large proportion of customers deciding to move their aftersales maintenance needs in-house or to
other providers;
• changes in customer preferences for connectivity and other digital services, including offerings from
third-party software and hardware developers;
• competitive pressure forcing the Group to reduce the prices it charges for aftersales services and/or
parts, thereby reducing the Group’s margins and profitability;
• the elimination by government authorities of design protection for “must-match” automotive parts,
which refer to component parts used in the repair of a complex product so as to restore such
product’s original appearance, which would increase competitive pressure on the Group’s aftersales
business and in particular its sale of spare parts;
• the introduction of new or stricter government regulations regarding horizontal competition in the
vehicle aftersales market;
• growing market share of electric vehicles and other new products with a lower need for spare parts
and aftersales services for certain new products; and
• extended maintenance intervals as a result of product quality improvements.
The occurrence of any of the foregoing developments could materially adversely impact the Group’s revenue
and, in particular, its profitability, and result in a lower return on its investment in its service network. Because
the Group’s aftersales business tends to be less cyclical than the sale of commercial vehicles, a decline in the
Group’s business from aftersales services would moreover expose its financial results to greater volatility
arising from economic cycles. The materialization of any of the above factors, could have a material adverse
effect on the Group’s business, assets, results of operations, financial condition and prospects. See also
“1.3.7 The Group’s aftersales business is subject to risks relating to regulation of the vehicle aftermarket.”
17
1.1.21 The Group may fail to successfully identify, enter into or integrate acquisitions and or
successfully execute disposals
The Group has made acquisitions and disposals in the past and may continue to enter into such transactions in
the future. For example, in March 2019, Daimler Truck AG acquired a majority interest in Torc as part of a
strategic partnership to cooperate on autonomous driving systems. Corporate acquisitions and disposals are
typically associated with significant risks.
The Group may not be able to identify suitable acquisition candidates in the future. Among other factors, the
high degree of consolidation in the truck industry generally leaves little room for larger horizontal mergers or
acquisition transactions of complementary businesses. Even if the Group does identify a suitable acquisition
candidate, it may not be able to finance such acquisition on favorable terms or at all. Diligence reviews of
acquisition targets may not identify all of the material issues necessary to accurately estimate the cost or
potential loss contingencies with respect to a particular transaction, including potential exposure to regulatory
sanctions resulting from an acquisition target’s previous activities. The Group may incur unanticipated costs or
expenses, including post-closing asset impairment charges, expenses associated with eliminating duplicate
facilities, litigation and other liabilities, including related to warranties. The Group may also encounter
difficulties in integrating acquisitions with its operations, applying its internal controls processes to these
acquisitions or in managing strategic investments. Target companies may be located in countries in which the
underlying legal, economic, political and cultural conditions do not correspond to those customary in the
European Union or have other national peculiarities with which the Group is not familiar. Moreover, any
planned acquisition may be subject to review and approval by the competition and other regulatory authorities
of a number of jurisdictions, which may impede a planned transaction. See also “1.3.3 The Group faces risks
arising from non-compliance with antitrust laws and regulations.”
The Group may not realize the targets for growth, economies of scale, cost savings, development, production
and distribution targets, or other strategic goals that it seeks from the acquisition to the extent or in the
timeframe anticipated and the attention of management and other personnel may be diverted for long periods of
time. Moreover, the purchase price may prove to have been too high or unforeseen restructuring or integration
expenses may become necessary. In addition, the underlying market/strategic assumptions may change
adversely between the signing and closing of an acquisition, and/or the Group may have to pay a substantial
break-up fee for terminating the acquisition. Thus, the Group’s corporate acquisitions or the acquisition of
equity interests in companies may not be successful, which could adversely affect the Group’s business, assets,
results of operations, financial condition and prospects.
Furthermore, the Group may make strategic disposals from time to time. Disposals may result in continued
financial involvement in the divested businesses, such as through guarantees or other financial arrangements,
following the completion of the respective transactions. Under these arrangements, non-performance by those
divested businesses could result in financial obligations for the Group and could affect its future financial
results. In addition, the Group could be subject to potential liabilities resulting from contractual warranties and
indemnities, as well as regulatory risks of not being able to obtain required approvals.
The materialization of any of the foregoing risks could have a material adverse effect on the Group’s business,
assets, results of operations, financial condition and prospects.
1.1.22 The assumptions made in preparing the profit forecast and business outlook included in this
Prospectus may prove incomplete or inaccurate
The profit forecast and business outlook included in this Prospectus reflect numerous assumptions made by the
Group’s management. These assumptions relate to commercial expectations and other external factors,
including political, legal, fiscal, market and economic conditions and applicable legislation, regulations or rules,
all of which are difficult to predict and are beyond the Group’s control. Accordingly, the assumptions made in
preparing the profit forecast and business outlook could prove incomplete or inaccurate and there may be
differences between the Group’s actual and projected results, which could be material and could in the future
impact the price of the Shares of the Company. The inclusion of the profit forecast and outlook in this
Prospectus should not be regarded as an indication that the Group considers such financial targets to be
achievable or any outlook to be reliable predictions of future events. Accordingly, investors should not place
undue reliance on any of the profit forecast or outlook information included in this Prospectus.
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1.2 Risks Related to the Group’s General Operations
1.2.1 The Group is subject to risks related to its international operations
The Group has operations in North America, the EU30, Asia and Latin America and customers in most
countries around the world, including a number of emerging markets. As a result, the Group is subject to
various risks inherent in international business operations, including:
• political and economic instability and exposure to potentially undeveloped legal systems;
• unexpected or unfavorable changes in foreign laws, regulatory requirements and related
interpretations;
• difficulties in attracting and retaining locally qualified management and employees; staffing
challenges, including works councils, labor unions and immigration laws;
• exposure to economic sanctions laws and regulations, trade barriers, local content requirements and
import and export licensing requirements;
• logistical and communications difficulties;
• requirements to expend a portion of funds locally and governmental industrial cooperation
requirements
• expropriation, coups, increased risk of fraud (e.g., by employees or suppliers) and political corruption,
terrorism, or acts of war;
• exposure to local public health issues and the resulting impact on economic conditions;
• the complexity of managing competing and overlapping tax regimes, including regulations relating to
transfer pricing and withholding and other taxes on payments to or from subsidiaries;
• foreign currency exchange rate fluctuations and currency controls;
• greater risk of uncontrollable accounts and longer collection cycles;
• risks relating to cross-border financing or collateralization for Group companies;
• the risk of government-sponsored competition; and
• controls on the repatriation of cash.
For example, the Group has significant operations, and derives a material portion of its revenues from
customers, in Brazil, India and Indonesia. As a consequence, the Group is subject to risks relating to regulatory,
economic, social and political uncertainties in these jurisdictions. While each country experienced a recession
in 2020 due to the Covid-19 pandemic, in Brazil, in particular, the recovery from a previous recession from
2014 through 2017 was tepid prior to Covid-19, leaving the country more exposed to economic headwinds
from the pandemic. Each of the above-mentioned countries is to a certain degree characterized by political
instability due to a number of factors, including the significant impact of the Covid-19 pandemic and related
government countermeasures, ongoing labor and social disputes, as well as a perceived lack of transparency in
the application of regulations and government policies. The Group’s business, assets, results of operations and
financial condition may also be adversely affected by changes in such policies, as well as fluctuations in the
exchange rate of the respective local currencies against the Euro, changes in interest rates, liquidity of the
domestic markets for capital and loans, controls on foreign exchange and limitations on international trade.
In China, the Group’s operations are also subject to economic and political risks, as well as Chinese laws and
regulations affecting foreign-invested enterprises, including foreign currency exchange rules. Moreover, as laws
and regulations in China are gradually evolving, including with regard to CO2 emissions, there may be
uncertainty in their interpretation and enforcement. The administrative and court authorities in China have
significant discretion in interpreting and implementing statutory terms. Thus, it may be more difficult for the
Group to evaluate the outcome of administrative and court proceedings in China, should they arise, than in
more developed legal systems. In addition, the Group is exposed to the risk of restrictions on the repatriation of
cash from China, which may impact its ability to repatriate dividends from its subsidiaries in China.
The Group’s overall success as a global business depends to a considerable extent on its ability to anticipate
and effectively manage differing legal, political, social and regulatory requirements and economic conditions
and unforeseeable developments. The materialization of local business risks or the Group’s inability to adapt to
changing conditions in markets outside of its core markets could have significant material adverse effects on
the Group’s business, assets, results of operations, financial condition and prospects. See also “1.3.6 The
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Group’s operations are subject to export control, sanctions, anti-corruption and anti-money laundering laws
and regulations.”
1.2.2 The Group is dependent on good relationships with its employees, their trade unions as well as
employee representative bodies and stakeholders and is party to a number of collective
agreements, some of which impose obligations and restrictions on the Group in connection with
reorganizations, restructurings or similar corporate actions and which it may not be able to
extend, renew or replace in a favorable or timely manner or at all
The Group is dependent on good relationships with its employees, trade unions, employee representative bodies
such as works councils (Betriebsräte) and other stakeholders to successfully operate its business. Personnel
expenses make up a significant portion of the Group’s costs and the Group is obligated to comply with various
collective agreements, such as collective bargaining agreements and works agreements that are in place with
trade unions as well as works councils and other employee representative bodies and which cover a broad range
of basic employment terms and conditions and provide for protections for the Group’s workforce. Employees at
the Group’s German and U.S. locations as well as at a number of other foreign subsidiaries have traditionally
been heavily unionized and members of the Group regularly conduct, or are involved in or affected by,
negotiations with the relevant unions and employee representative bodies.
It may not be possible to extend or renew existing collective agreements or conclude new collective agreements
in a favorable and timely manner or on terms and conditions that the Group considers to be reasonable or
without work stoppages, strikes or similar industrial action. For example, in Germany the Group is regularly
affected by strikes initiated by the metalworkers’ union (IG Metall) when the collective wages agreement
expires and a new wages agreement has to be negotiated by the metalworkers’ union (IG Metall) and the
employers’ associations. The Group is occasionally affected by strikes also in other locations as well as by
strikes and work stoppages taking place at suppliers and service providers for the Group. Moreover, any
deterioration of the relationships with trade unions, works councils and other employee representative bodies
could adversely impact the Group’s business operations. The Group could face strikes or other types of
conflicts with trade unions, works councils or its employees in the future as the Group has experienced in past
years. Any such strikes, conflicts, work stoppages or other industrial actions may disrupt the Group’s
production and sales activities, damage its reputation and adversely affect its customer relations.
A number of collective agreements which apply to the Group also impose certain obligations and restrictions
on the Group that may adversely affect its flexibility to undertake adjustments to its workforce, restructurings,
reorganizations and similar corporate actions. In particular, collective agreements in relation to securing the
Group’s future (Zukunftssicherung) generally exclude dismissals for operational reasons until the end of 2029
for its German workforce and stipulate, inter alia, specific information and consultation obligations vis-à-vis
the employee representatives in the supervisory board in relation to planned transactions as well as enhanced
information and consultation obligations vis-à-vis the economics committee (Wirtschaftsausschuss), e.g., in
relation to new products or technologies to be introduced. The Group estimates that, in addition to the
protections which its employees generally have under applicable employment laws, approximately 26,500 of
the Group’s employees enjoy such special protection against dismissal under these collective agreements on
securing the Group’s future. There is also a collective agreement in place for the operation in Mannheim,
Germany (Daimler Truck AG), providing, inter alia, for commitments to manufacture certain products on site
until the end of 2031 and to extend and renovate existing facilities. Similar commitments under works council
agreements also exist for other sites which cover, for example, the transformation of individual sites to centers
of competence for certain components or technologies and a commitment until the end of 2029 that certain
future vehicles will be manufactured at the site in Wörth, Germany. Further collective agreements include, inter
alia, site guarantees (Standortsicherungen) in principle for all own retail dealerships (Niederlassungen) as well
as for the truck stores in Bremen, Recklinghausen, Köngen and Munich which may not be sold or shut down
until the end of 2022; other reorganizations of the sites are also restricted. A similar site guarantee has been
agreed for the headquarter of the Mercedes Benz Vertriebsorganisation Deutschland in Berlin/Brandenburg,
Germany, which applies until the end of 2025. Similar commitments exist also for certain sites in the
U.S. where the Group is, inter alia, under a contractual obligation towards the unions to build a certain number
of trucks which effectively guarantees a minimum headcount and which is in effect until April 26, 2024.
Other restrictions contained in the Group’s collective agreements that could have similar restrictive effects
include for example restrictions on the deployment of temporary agency workers (Leiharbeitnehmer) as well as
minimum severance obligations in case of redundancies and protection of remuneration (Verdienstsicherung).
The applicable collective agreements restrict the Group’s flexibility to make adjustments to its workforce, to
reduce its labor costs and to implement reorganization, restructuring or similar corporate measures, even where
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the Group’s management has concluded that such actions are necessary in light of economic conditions or
market developments and where the failure to do so, or the failure to do so in a timely manner (in particular
compared to the Group’s competitors), could negatively impact the Group. In addition, the Group’s competitors
may obtain competitive advantages compared to the Group if they succeed in negotiating collective wage
agreements or other collective agreements on more favorable terms and conditions than applicable to the
Group. Foreign competitors in particular may possess competitive advantages compared to the Group due to
fewer and less restrictive collective and similar agreements and more flexible legal environments, especially
with regard to minimum labor conditions, redundancies and other restructurings or reorganizations.
Moreover, any restructuring or reorganizational measures that the Group succeeds in carrying out may result in
significant redundancy payments and other one-off costs and strain relations with employees and their
representatives. This may in turn make it more difficult for the Group to subsequently negotiate, renew or
extend collective agreements in a favorable and timely manner. The Group may also become subject to new or
amended collective agreements, including collective bargaining agreements usually negotiated by the
employers’ association and the trade union for the metal industry, such as collective bargaining agreements
on wages and working time, which may increase the Group’s operating costs. The Group may fail to negotiate
wages and other key employment conditions that are reasonable and fair from the Group’s perspective.
Any of the foregoing risks, if they materialize, could have a material adverse effect on the Group’s business,
assets, results of operations, financial condition and prospects.
1.2.3 The Group’s future success depends on its ability to attract, develop and retain highly qualified
managerial staff and skilled personnel
The Group’s success depends substantially on its ability to attract, hire, train and retain experienced
management and personnel. The Group’s management team has substantial expertise and industry experience
and the loss of key members of management could adversely affect the Group’s ability to implement its
strategic objectives. Further, the Group is also dependent on personnel that are highly skilled and qualified in
scientific, technical and other specialist fields. The Group’s success in attracting and retaining such personnel
depends on a variety of factors, including its compensation and benefit programs, work environment, career
development opportunities, commitment to diversity and public image. Competition for qualified personnel is
increasing, particularly in the area of vehicle engineering and research and development and is especially
intense in the areas of zero emissions technologies, software engineering and data science in products, services
and production, among other technology areas driving the transformation of the industry. In addition, the Group
faces challenges relating to the need to recruit, develop and retain a sufficient number of talented individuals
with the potential to become the next generation of highly skilled specialists and executives. The Group may
not be successful in attracting, developing and retaining experienced management and skilled personnel and
any failure to do so could have a material adverse effect on its business, assets, results of operations, financial
condition and prospects.
1.2.4 The Group’s operations, products and services rely on complex information technology systems
and networks that are subject to the risk of disruption, including as a result of security breaches
and cyber attacks
The Group relies heavily on information technology systems and networks to support the entire value chain,
including customer touchpoints, digital products and services. The importance and complexity of the Group’s
information technology is moreover growing as its vehicles contain increasingly complex IT systems that
control key vehicle functions. This is likely to continue as the Group broadens its digital services offerings and
prepares for the commercial launch of autonomous driving solutions. The consistent, efficient and secure
operation of the Group’s IT systems is therefore critical to the successful performance of its business along the
entire value chain.
Despite IT maintenance and security measures, the Group’s IT systems and networks (and those of the third
party vendors and service providers it relies on) are exposed to the risk of malfunctions and interruptions from
a variety of sources, including unauthorized access, cyber-attacks, equipment damage, power outages, computer
viruses and a range of other hardware, software and network problems. Recently, ransomware attacks, in which
malware from crypto-virology threatens to block access to systems and data via encryption unless a ransom is
paid to the attacker, have been on the rise and have caused a number of companies to suspend operations and
pay ransoms. The occurrence of any system malfunction, attack or failure could result in the loss or corruption
of data and interruptions in the availability of systems. In addition, the implementation of new digitalization
initiatives or the migration to new enterprise resource planning and other systems carries the risk of errors and
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malfunctions. The Group may encounter data migration or other errors, which could result in the loss of
important data, interruptions, delays or cessations in the availability of the Group’s systems.
The Group has implemented multiple layers of security measures to protect the confidentiality, integrity and
availability of its IT systems and the data stored on them, and its defenses are monitored and routinely tested.
Despite these efforts, the Group and its vendors remain subject to the threat of cyber security incidents and
have been the target of cybersecurity attacks that could have a security impact. Any future cyber incidents
could materially disrupt operational systems, result in loss of trade secrets or other proprietary or competitively
sensitive information, compromise personally identifiable information regarding customers, suppliers or
employees, delay the Group’s ability to deliver products and services to customers, or jeopardize the security of
its facilities and the safety of the Group’s products.
Moreover, as a result of the Spin-off, a significant portion of the Group’s IT environment, including
infrastructure, systems, applications and related support and development functions, have been and will
continue to be transferred from Daimler AG to the Group’s control and that of its service providers. This
transition is complex and global in scale. Aspects of this transition could result in disruptions to critical
business functions of the Group, including to IT infrastructure or cybersecurity protections the Group might
otherwise normally have in place. Such disruptions or vulnerabilities could expose the Group to heightened
risks, including to data loss and cyberattacks.
As a result, cybersecurity, physical security and the continued development and enhancement of the Group’s
controls, processes and practices designed to protect the Group’s facilities, information systems and data from
damage or unauthorized access remain a priority for the Group. As cyber threats continue to evolve, the Group
may be required to expend significant additional resources to continue to modify or enhance its protective
measures or to investigate and remediate any cybersecurity vulnerabilities or incidents.
The materialization of any of the above risks could have a material adverse effect on the Group’s business,
assets, results of operations, financial condition and prospects. See also “1.2.5 The Group is exposed to the risk
of data breaches” and “1.4.5 As the Group sets up its own information technology infrastructure and transitions
the Group’s data to its own systems, the Group could incur substantial additional costs and experience
temporary business interruptions.”
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See also “1.2.4 The Group’s operations, products and services rely on complex information technology systems
and networks that are subject to the risk of disruption, including as a result of security breaches and cyber
attacks.”
1.2.6 The Group may not succeed in financing or refinancing its capital requirements in due time and
to the extent necessary, or at all, or it may finance or refinance on unfavorable terms and
conditions
The Group depends on its ability to access capital to cover its financing and re-financing requirements on
commercially acceptable terms. The commercial vehicle industry is cyclical and highly capital intensive, and
the Group is exposed to risks related to the availability and cost of funding for its future growth and, in
particular its ability to offer financial services to customers on commercially attractive terms. To the extent that
the Group’s existing sources of capital are not sufficient to satisfy its needs, it will have to seek capital from
further sources, including the issuance of additional equity or debt securities in the domestic or international
capital markets or through additional bank borrowings.
The Group’s ability to obtain additional capital from external sources in the future is subject to a variety of
uncertainties, including:
• the Group’s financial condition, results of operations, cash flows and prospects;
• the liquidity and volatility of the domestic and international capital markets;
• the Group’s credit profile and ratings;
• any tightening of credit markets and general market conditions for debt and equity raising activities
by financial institutions; and
• economic, political and social conditions in the geographical markets in which the Group operates
and elsewhere.
Such factors, among others, could increase the cost of borrowing money and limit the Group’s access to the
capital markets and commercial credit. Any difficulty that the Group encounters in securing adequate sources
of short- and long-term funding could hamper its ability to invest in its manufacturing capacity, develop new
technologies, offer financial services to customers and/or expand into new markets, thereby restraining the
Group’s growth opportunities.
The Group may also be unable to refinance its existing indebtedness or be forced to refinance such
indebtedness on unfavorable terms. In particular, the Group’s ability to access the capital markets or other
forms of refinancing and related costs are dependent, among other things, on the Group’s credit ratings. Rating
agencies may review their ratings and any potential future downgrades could increase the Group’s cost of
capital and potentially limit its access to sources of financing. An increase in the cost of re-financing would in
particular also have a negative impact on the competitiveness and profitability of the Group’s financial services
business. See also “1.1.20 The Group’s Financial Services Business may not be successful.” Difficulty in
accessing funding may also result in the Group experiencing financial distress or in the Group’s creditors
imposing restrictions on its business operations. Any future difficulty accessing funding on acceptable terms
may have a material adverse effect on the Group’s business, assets, results of operations, financial condition
and prospects.
1.2.7 The Group’s external debt could limit its future financing options and otherwise impact its
business
As of September 30, 2021, the Group had EUR 18,825 million in financing liabilities. A significant portion of
these total financing liabilities as of September 30, 2021 consists of financing liabilities which are allocated
based on a target equity ratio resulting from the acquisition of the Financial Services Business through the
Phase 1 Transactions and owed to the Daimler Group. The Group intends to refinance such financing liabilities
owed to the Daimler Group with the net proceeds from the Bond Offerings (as defined below) or with draw-
downs under the Bridge Facility (as defined below), in the event and to the extent that net proceeds from the
Bond Offerings will not be available at the time of the refinancing of such financing liabilities, as well as
additional draw-downs under the Bridge Facility and with further financial debt in the form of bilateral bank
loans or further capital market transactions.
On August 6, 2021, Daimler Truck Holding AG (as guarantor effective upon the Demerger Transactions
Effective Date) and Daimler Truck AG (as borrower and guarantor) and further subsidiaries of the Group
entered into a German law governed EUR 18 billion credit facilities agreement with BNP PARIBAS,
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Citibank N.A. London Branch, Deutsche Bank AG Luxembourg Branch and JPMorgan Chase Bank N.A.
London Branch acting as underwriters, and BNP PARIBAS, Citibank N.A. London Branch, Deutsche Bank AG
and J.P. Morgan AG acting as coordinators, bookrunners and mandated lead arrangers, with Deutsche Bank
Luxembourg S.A. acting as facility agent, and Deutsche Bank Trust Company Americas acting as swingline
agent for the Canadian currency and the U.S. currency (the “EUR 18 Billion Credit Facilities Agreement”)
which includes a EUR 13 billion term loan facility (the “Bridge Facility”) and a EUR 5 billion multicurrency
revolving credit facility (the “Revolving Credit Facility”).
The Group also intends to offer, through finance subsidiaries, senior unsecured notes guaranteed by Daimler
Truck Holding AG and Daimler Truck AG and denominated in U.S. dollars, Canadian dollars and/or Euros
across a market standard range of maturities in an aggregate principal amount of approximately up to the
amount of the Bridge Facility (the “Bond Offerings”). The Bond Offerings may be launched, subject to market
conditions, at any time, including before or after the Demerger Transactions Effective Date. The Bond
Offerings are independent of the Demerger Transactions, are not conditional upon one another and may be
consummated at different times. The Group may not be able to effect the Bond Offerings or any future
offerings in the capital markets or other forms of financing or refinancing as planned in terms of timing,
economic terms or at all, especially in challenging market conditions. It may therefore be necessary that the
Group has to adjust current plans for the Bond Offerings or any future capital markets offerings or other forms
of financing or refinancing, and such adjustments may lead to terms under such financing or refinancing
measures which entail additional costs and/or lead to an increased level of indebtedness, in each case to the
detriment of the Group.
To the extent the Bond Offerings are successfully completed, the Bridge Facility will either be mandatorily
prepaid or cancelled in an amount equal to 90% of the available net proceeds received from the Bond Offerings
by the Group.
The Group is likely to continue to have significant outstanding indebtedness following the foregoing
financings, payments, re-financings, prepayments and cancellations. In addition, the Group’s indebtedness may
increase further in the future for various reasons, including to finance growth opportunities.
The Group’s overall leverage may limit its ability to obtain additional funding for working capital, capital
expenditure and growth opportunities in the future, as well as its ability to refinance its debt obligations or to
pay a dividend. In addition, it could adversely affect the Group’s flexibility to respond to changing business and
economic conditions, making it more vulnerable to adverse economic and industry conditions. Furthermore, a
portion of the Group’s cash flows must be dedicated to interest payments on its indebtedness and is therefore
not available for other purposes. The Group’s ability to meet its debt service obligations will depend on its
future performance. If the Group does not generate enough cash to pay its maturing debt service obligations it
may be required to refinance the maturing debt and required cash amounts by selling assets or raising equity.
1.2.9 The Group’s international operations expose it to foreign exchange rate risk
The Group operates worldwide and is therefore exposed to risks arising from currency exchange rate
fluctuations. A substantial portion of the Group’s assets, liabilities, revenue and costs is denominated in
currencies other than the EUR, the Group’s reporting currency. Currency risk arises on the one hand in
connection with the translation of the financial condition and results of operations of the Group’s international
subsidiaries with non-EUR reporting currencies, in particular Daimler Trucks North America, whose functional
currency is the United States Dollar and Mitsubishi Fuso Truck and Bus, whose functional currency is the
24
Japanese Yen. Moreover, the Group is subject to transactional currency risk, which arises when the Group and
its subsidiaries incur costs or generate revenues in a currency other than its or their functional currency. The
Group’s predominant transactional exposures are EUR-USD, EUR-GBP and EUR-JPY. The Group utilizes
natural hedging, and, to some extent, financial derivatives to protect the Group against certain transactional
foreign currency exchange rate risks to which it is exposed. The Group’s refinancing activities or investments
in liquid assets are generally selected in a way to avoid possible currency risks, and the Group uses derivative
financial instruments it deems appropriate to hedge against such risk. Such measures may, however, not offset
the adverse financial impact resulting from currency variation, which may in turn have a material adverse effect
on the Group’s business, assets, results of operations, financial condition and prospects.
1.2.10 The Group is exposed to the risk of default by customers and counterparties
The Group has a significant amount of trade receivables due from customers for the sale of vehicles and the
delivery of services, including financing, leasing and insurance services.
The Group is exposed to the risk that the credit quality of its larger customers and dealers may deteriorate and
in the worst case that a large number of its larger customers and dealers may default on their obligations to the
Group simultaneously or within a short timeframe. This includes the risk of failure to pay for products and
services rendered and, with respect to the Group’s financial services business, default on lease payments as well
as on repayments of and interest payments on financing contracts. This type of credit risk is influenced by,
among other factors, customers’ financial strength, collateral quality, overall demand for commercial vehicles
and general macroeconomic conditions. If, for example, an economic downturn were to lead to increased
inability or unwillingness of customers, borrowers or lessees to repay their debts or fulfill their payment
obligations, increased write-downs and higher provisions would be required, which in turn could have a
material adverse effect on the Group’s results of operations and liquidity positions. See also “1.1.1 The
Covid-19 pandemic continues to pose a significant risk to the global economy and to the Group’s business,
assets, results of operations, financial condition and prospects.”
The Group is also exposed to the risk of deterioration of the credit quality of its contractual counterparties in
the money markets and the capital markets from its investing activities. The Group maintains extensive
business relationships with banks and financial institutions, in particular to invest in call money and fixed term
deposits and to hedge against currency exchange rate risks, interest rate risks and commodity price risks using
derivative instruments. The Group incurs default risks with respect to the repayment of and interest on the
deposits and the fulfillment of obligations under such derivative contracts. The Company and certain of its
subsidiaries invest surplus liquidity in certain financial instruments. If the credit quality of an issuer of these
financial instruments were to deteriorate, or if such an issuer became insolvent, this may result in valuation and
other losses if the Group sells the financial instrument before or at its maturity. This can even result in the
issuer’s default on the receivable.
If the macroeconomic environment were to deteriorate in the future, the magnitude and likelihood of the risks
described above could increase and the Group may have to increase its risk provisioning, which would
materially adversely affect its results of operations and financial condition.
1.2.11 The value of goodwill, development costs or other intangible assets or at-equity investments
reported in the Group’s consolidated financial statements may need to be partially or fully
impaired as a result of revaluations
As of September 30, 2021, the Group’s carrying amount of goodwill, development costs and other intangible
assets recorded on its consolidated balance sheet was EUR 1,650 million. Under the International Financial
Reporting Standards as adopted by the European Union (“IFRS”), the Group is required to annually test its
recorded goodwill and indefinite-lived intangible assets, such as brand names like Mercedes-Benz and
associated trademarks, and to assess the carrying values of other intangible assets or when impairment
indicators exist. As a result of such tests, the Group could be required to recognize impairment losses in its
income statement if the carrying value is in excess of the recoverable amount. Factors that could trigger an
impairment of such assets include the underperformance of the Group’s business relative to projected future
operating results, negative industry developments or economic trends, including changes in borrowing rates or
weighted average cost of capital, applicable tax rates or changes in working capital. Furthermore, the Group has
significant at-equity investments. These include its recently established joint venture, cellcentric, with a
carrying amount of EUR 674 million and BDFA, a joint venture with Foton, with a carrying amount of
EUR 456 million as of September 30, 2021. Cellcentric’s business model in particular depends on the
successful development, manufacture and marketing of its fuel-cell electric technology which has yet to reach
initial series production. Any factors negatively influencing the financial position and results of operations of
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the Group’s at-equity investments and other investments could negatively affect the earnings contributions of
such investments and result in impairments. Should the Group have to book any impairment losses, this could
have a material adverse effect on its business, assets, results of operations, financial condition and prospects.
1.2.12 The Group is subject to the risk of a decrease in the residual value of leased, rented and other
used vehicles
As a lessor under vehicle leasing contracts and short-term rental agreements with repurchase obligations, the
Group bears the risk that the market value of vehicles returned at the end of the term may be lower than the
contracted residual value at the time the contract was entered into. This in turn increases the Group’s risk of
future losses when divesting the returned vehicle through its used vehicle business. A decline in the value of
used vehicles can be caused by a broad range of external factors affecting the used vehicle market, including
adverse changes in customer confidence, customer preference and economic conditions, government policies,
exchange rates, marketing programs, price pressure in the new vehicle market (in particular leasing), the actual
or perceived safety or reliability of vehicles, the price of raw materials regained from recycling or scrapping, or
fuel prices.
Uncertainties may also exist regarding the internal methods for calculating residual values. Although the Group
continuously monitors used vehicle prices, demand and supply trends, and other factors to forecast residual
values, the assumptions on which residual value assessments are based may prove to be incorrect. In addition,
provisions for residual value risk may be insufficient to cover the shortfall where residual values as determined
by the Group turn out to be lower than the amounts actually required to be paid at the end of a lease or rental
contract due to changes in market or regulatory conditions. Similarly, if the market value of the Group’s used
trucks decreases, the Group may have to record write-downs beyond its existing reserves for used vehicle
inventory risk. Finally, a significant decrease in the value of used commercial vehicles may create pricing
pressure for the Group’s new vehicle business if customers are not willing to pay significantly higher prices for
a new vehicle.
As a result of the above factors, a significant decrease in the residual value of leased, rented and other used
vehicles may have a material adverse effect on the Group’s business, assets, results of operations, financial
condition and prospects.
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may fail to find suitable, cost-effective solutions. Other U.S. states are currently considering whether to
implement regulations similar to those of California, and such regulations could eventually be adopted by
the EPA.
Among other key jurisdictions in which the Group sells its products, China, Japan, Brazil and India have also
promulgated mandatory fuel economy improvements and stricter emissions standards for heavy duty vehicles.
In particular, the China VI-a and China VI-b emissions standards are more restrictive than those of the
European Union, and compliance with these regulations may require the Group to specially modify (i.e.,
upgrade) its engine specifications through hardware or software improvements or potentially require recalls of
existing products. The China VI-b standards will be mandatory for all new heavy-duty trucks in China from
July 1, 2023. Moreover, certain jurisdictions, such as Brazil and Indonesia, may also implement regulations
which increase the amount of biofuels required to be mixed with diesel fuel which could require significant
modifications to the Group’s existing engine technology in order to be compliant.
These regulations are costly and challenging to implement and the Group may not be able to comply with them
in a timely and commercially viable manner, or at all. In particular, achieving the EU’s 2025 emissions target
will require significant proportion of BEV trucks or other electrified drive systems in the actual market, which
may only be achievable at higher costs. In addition, the Group’s ability to comply with quotas for zero- and
low-emission trucks will depend on a number of factors relating to the market acceptance of zero- and low-
emission vehicles over which the Group has limited or no control, including, in particular, the development of a
widely available charging infrastructure for electric trucks and road toll reform, as well as other factors such as
governmental policies and regulations supporting the development of electric vehicles, for example
commercially viable regulations governing testing and type approval for zero- and low-emission vehicles,
and the availability of financial incentives for the purchase of zero- and low-emission vehicles.
In addition, emissions standards that seek to limit harmful pollutants, such as NOx from vehicle exhausts, are
in effect in a number of jurisdictions. While the Group is able to offer its products with limited adjustments in
markets that adhere to EU or U.S. emissions standards, such as Brazil, it is costlier for the Group to produce
vehicles that comply with national standards that deviate from such uniform norms. For instance, the China VI
emissions regulations reflect a mix of EU, U.S. and China-specific standards, and these standards are in some
cases stricter than those of the EU or U.S. With the United Kingdom now separated from the EU through
Brexit, the United Kingdom could impose amendments to its technical standards for commercial vehicles which
deviate from EU standards, including in relation to NOx and CO2 emissions. Adapting commercial vehicles to
diverging emission standards is technically challenging and costly, particularly in respect to often conflicting
regulations regarding CO2 and other pollutant emissions. The lack of uniformity in emission regulations across
different markets may impair the Group’s ability to engage in modular production. Further, compliance with
NOx and CO2 emissions regulations can have countervailing effects as efforts to decrease CO2 emissions from
engines can in some cases increase NOx emissions.
Compliance with climate change and exhaust emission regulations will require substantial investments in new
technologies, including alternative drive systems in BEV and FCEV in which the Group is currently investing
significant resources. At the same time, there are limits to the Group’s ability to achieve fuel efficiency
improvements or develop alternative drive trains in a given timeframe, including relating to the cost and
effectiveness of available technologies, the willingness of customers to absorb the additional costs of new
technologies, the widespread availability of supporting infrastructure for new technologies (such as battery
charging stations for BEV), and the human, engineering, and financial resources necessary to deploy new
technologies across a wide range of products. The Group may not be able to produce and sell vehicles that use
such technologies profitably or that customers will purchase in the quantities sufficient for the Group to comply
with applicable regulations in all jurisdictions in which it seeks to sell its products. Non-compliance with these
regulations can moreover result in very substantial fines and penalties, which could have a strong negative
impact on the Group.
A further tightening of regulations on exhaust emissions, including particulates, by commercial vehicles is
likely in light of regulators’ recent focus on emissions testing and on-road performance, particularly with
respect to diesel engines. In particular, the European Commission is planning to impose stricter standards on
CO2 and NOx emissions through the Euro VII regulation, which is expected to come into force in 2025.
Complying with these standards may pose a significant cost and technological challenge for automotive
manufacturers. The Group may need to seek further partnerships with other truck or engine manufacturers to
help spread the costs associated with the development and production of compliant engines, and it may not
succeed in its cooperation efforts. Further, a number of city and local governments across Europe have
proposed regulations seeking to limit or ban the use of diesel vehicles with old emission standards. In Germany,
a number of federal courts issued decisions in 2018 allowing municipalities to enact diesel bans for vehicles not
27
meeting certain emission standards, and several large cities in Germany have implemented such bans in respect
of passenger vehicles. Several countries, including France and China, have, moreover, announced their
intention to ban diesel vehicles within the next two decades. Should commercial diesel vehicles become banned
broadly in the Group’s markets, this may adversely affect demand for the Group’s diesel vehicles, their prices
or the Group’s ability to obtain or maintain the authorizations or certifications necessary to sell certain vehicles.
The costs of complying with existing government regulations are substantial, and such costs are likely to
increase further in the future, given the expected increase in scrutiny, regulatory changes or novel
interpretations of current regulations and stricter enforcement by regulators globally. A violation of applicable
regulations could, depending on the circumstances, lead to administrative, civil or criminal action including
resulting in the imposition of penalties, fines, damages, recalls, restrictions on or revocations of the Group’s
permits and licenses (including vehicle certifications or other authorizations that must be in place before a
particular vehicle may be sold in the authorizing jurisdiction), which in turn could have a material adverse
effect on the Group’s business, assets, results of operations, financial condition and prospects.
1.3.2 The Group is subject to risks arising from legal disputes and government proceedings
From time to time, the Group may be involved in, or be threatened with, legal disputes and proceedings with
suppliers, dealers, customers, employees or other third parties concerning, among other things, customer,
supplier and dealer contractual relationships, warranty and other product-related claims, financial services,
employment, safety and environmental matters, as well as investor litigation. Furthermore, the Group may
become subject to proceedings by governmental authorities in connection with its compliance with laws and
regulatory requirements, including in the areas of antitrust, tax, environmental and safety matters. For example,
the Group is currently subject to legal actions, class actions and other forms of legal redress in and beyond
Europe in connection with European antitrust matters. See also “1.3.3 The Group faces risks arising from non-
compliance with antitrust laws and regulations.”
The outcome of pending or potential future legal or regulatory proceedings is, as a general matter, difficult to
predict. If such proceedings are resolved against the Group, the Group may be subject to civil, criminal or other
penalties, damages or other payment obligations, which may exceed any provisions set aside or any available
insurance coverage. The Group may also be required to undertake service actions, recall campaigns, or change
its business practices. Even if the Group ultimately prevails in legal and regulatory proceedings, defending such
actions can be costly and result in diversion of management’s attention away from the Group’s business.
Any legal or regulatory proceeding pending or threatened against the Group could have a material adverse
effect on the Group’s reputation, business, assets, results of operations, financial condition and prospects.
1.3.3 The Group faces risks arising from non-compliance with antitrust laws and regulations
The Group’s operations are subject to antitrust regulations in the European Union and other jurisdictions
globally. Any failure to comply with such regulations may result in enforcement actions and/or damage claims.
If the Group were to be found to be in breach of applicable antitrust regulations, this could have a material
adverse impact on the Group, resulting from the imposition of substantial financial penalties, reputational
damage, enforcement of damage claims by third parties such as customers and/or competitors, forced
divestiture of parts of the business, and changes of certain business practices which may cause a further loss in
revenue or profit. In some jurisdictions, the Group’s ability to enter into certain transactions, such as
acquisitions or joint ventures, may be restricted, including as a result of the increasing concentration of the
commercial vehicles industry.
In 2011, the European Commission carried out unannounced inspections at the premises of several truck
manufacturers (including Daimler AG’s truck business) and, in 2014, it initiated formal proceedings regarding
suspected anti-competitive practices in the European truck sector. In July 2016, the European Commission
issued a settlement decision against Daimler AG and four other European truck manufacturers for their
participation in anticompetitive behavior in violation of European antitrust rules by means of collusive
arrangements on pricing and gross price increases for medium- and heavy-duty trucks in the European
Economic Area, and the timing and the passing on of costs for the introduction of emission technologies for
medium- and heavy-duty trucks required by EURO III to VI standards. The individual fine imposed on
Daimler AG by the European Commission’s settlement decision amounted to EUR 1.09 billion and has been
paid in full.
Following the decision of the European Commission, claims for damages have been filed against Daimler AG
as the then controlling parent of the Group, and the Group in several jurisdictions. In addition, a number of
further claims may be made against Daimler AG and/or the Group in the future. Due to the joint and several
28
liability with other truck manufacturers, such liability could extend beyond trucks sold by the Group and the
Group, accordingly, may have a claim for contribution against the other jointly liable parties. However, such a
claim is subject to certain limitations and it is not guaranteed that the contribution would in fact be recovered.
The Group has set aside provisions in connection with the proceedings. The provisions are evaluated and, if
necessary, adjusted on a quarterly basis.
In relation to the cartel infringement described above, the most substantial claims (including certain types of
class actions or aggregator claims) against Daimler AG are pending in Germany, the United Kingdom, the
Netherlands, and Spain. Claims are also pending in certain other European countries and in Israel (in total in
approximately 20 countries). Currently, only a limited number of claims has been brought against the Group.
Where claims are pending against Daimler AG, the Group will indemnify Daimler AG for liabilities arising
from such claims where claims are attributable to the business of the Group. Adverse judgments in connection
with this or potential future antitrust matters could therefore result in substantial liability for the Group, which
could in turn have a material adverse effect on its financial condition and reputation.
1.3.4 The Group’s operations are subject to a range of different regulatory requirements worldwide,
compliance with which is costly and burdensome and non-compliance with which may result in
significant cost
The Group’s operations must comply with a broad range of increasingly complex regulatory requirements in
the jurisdictions in which it operates, including in the areas of vehicle design, manufacture, marketing and
aftersales services, financial services, data protection, vehicle recycling, environment, health and safety, as well
as labor. These regulations are not always homogeneous and are subject to increasing governmental scrutiny
and enforcement.
In the area of environmental regulation, the Group’s operations are required to comply with laws and
regulations relating to air emissions, discharges into water, noise pollution, toxic and other chemicals and
materials, waste treatment and disposal methods, and the energy efficiency of production processes, among
other things. The Group is also subject to monitoring by environmental protection authorities in various
jurisdictions. Any failure on the Group’s part to comply with any present or future environmental regulations
could result in the assessment of damages or imposition of fines against it, suspension of production or other
penalties.
The Group operates complex industrial plants that manufacture, use, store, manage, generate, emit and dispose
of various substances that may constitute a hazard to human health, as well as to the environment and natural
resources. In the past, it is possible that environmentally hazardous substances from those operations may have
entered and in the future may enter the air, watercourses, especially groundwater, or surface or subsurface soils
at Group facilities or third-party locations. Issues with environmentally hazardous substances could affect
property and endanger the environment, natural resources, and the health and safety of persons. The Group may
be held liable, possibly regardless of fault and without any caps on liability, to remove or clean up such harm
and to pay damages, including any resulting natural resource damages, arising from those environmentally
hazardous substances.
The Group also requires various permits, licenses and other approvals to operate, including air emission,
operating, wastewater discharge and waste disposal permits. Changes in the scope of operations, time limits on
existing permits and future environmental laws may require the Group to apply for the renewal of existing or
the issuance of new permits. The Group may not be able to renew its permits, licenses, or other approvals upon
their expiration within the required timeframe or at all.
The cost of compliance with regulatory requirements is considerable, and such costs are likely to increase
further in the future, given the expected increased scrutiny, regulatory changes or novel interpretations of
current regulations and stricter enforcement by regulators globally. For example, the European Court of Justice
in a July 2020 judgment (Schrems II) annulled the EU-U.S. Privacy Shield as the basis for the transfer of
certain data from the EU to the United States. Such decisions may lead to increased costs of compliance for the
Group. A violation of applicable regulations could lead to the imposition of penalties, fines, damages, recalls,
restrictions on or revocations of the Group’s permits and licenses (including vehicle certifications or other
authorizations that must be in place before a particular vehicle may be sold in the authorizing jurisdiction),
restrictions on or prohibitions of business operations, reputational harm and other adverse consequences.
Finally, there is a growing number of global consumers that focus on and inquire about the labor and
environmental standards of manufacturers, particularly in emerging markets. Additionally, more stringent social
responsibility laws and regulations may be adopted in the future, which may result in an increase in the
Group’s cost of compliance. In addition, if the Group fails to comply with such laws and regulations, it may be
29
subject to fines, penalties, legal judgments or other costs. In addition, a finding of noncompliance, or the
perception that the Group has not responded appropriately to growing consumer concern for issues relating to
social responsibility, whether or not it is legally required to do so, may materially adversely affect the Group’s
reputation.
The occurrence of any of these events could have a material adverse effect on the Group’s business, assets,
results of operations, financial condition and prospects.
1.3.5 The Group’s internal controls, procedures, compliance systems and risk management systems
may prove to be inadequate to prevent and discover previous or future breaches of laws and
regulations and generally to manage risks
In connection with the Group’s worldwide business operations, it must comply with a broad range of legal and
regulatory requirements in a number of jurisdictions, including in the areas of anti-corruption, anti-money
laundering, antitrust and sanctions compliance, as well as laws and regulations regarding sales practices,
products and services, environment, finance, employment and general corporate and criminal law.
Members of the Group’s governing bodies, employees, authorized representatives or agents may intentionally
or unintentionally violate applicable laws and internal standards and procedures. However, the Group’s internal
controls, procedures, compliance systems and risk management systems may not be able to identify such
violations, ensure that they are reported in a timely manner, evaluate them correctly or take the appropriate
countermeasures, and they may fail to be adequate for an enterprise of the Group’s scale and complexity. This
is particularly true in the case of individual misbehavior, as internal control systems are generally oriented to
detect systemic issues. There can further be no certainty that any countermeasures implemented by the Group
will be appropriate to reduce the corresponding business risks effectively or that as of yet undetected breaches
of law or regulations have not occurred in the past, and that their discovery would not result in significant
liability or reputational damage for the Group.
While the Group has implemented internal control reforms as part of a broader review across Daimler AG’s
business divisions following the diesel exhaust compliance issues within the Mercedes-Benz Cars & Vans
segment, compliance issues in the Group’s operations or products may not be detected in the future.
Moreover, in light of continuously evolving legal and regulatory requirements and internal developments such
as corporate reorganizations, the Group’s risk management systems, internal controls and compliance systems
and related governance structures may not adequately identify and address all relevant requirements.
Any failure to effectively prevent, identify or address violations of the Group’s legal obligations as a result of
inadequate internal controls, procedures, compliance systems and risk management systems could result in
penalties and other sanctions, liabilities, the assertion of damages claims by third parties, and reputational
damage, each of which could have a material adverse effect on the Group’s business, operations, financial
condition or prospects. See also “1.3.6 The Group’s operations are subject to export control, sanctions, anti-
corruption and anti-money laundering laws and regulations”.
1.3.6 The Group’s operations are subject to export control, sanctions, anti-corruption and anti-money
laundering laws and regulations
In connection with the Group’s worldwide business operations, it must comply with a broad range of legal and
regulatory requirements relating to sanctions, anti-bribery and corruption, and anti-money laundering.
The Group’s operations may be restricted by economic sanction programs imposed by multiple authorities, such
as the United Nations, the EU and the United States through the Office of Foreign Assets Control (“OFAC”).
Economic sanctions programs do and will continue to restrict the Group’s ability to engage in business dealings
with certain sanctioned countries, persons or companies.
The Group’s international operations are also subject to anti-corruption laws and regulations in the jurisdictions
in which it operates, such as the U.S. Foreign Corrupt Practices Act of 1977 and the United Kingdom Bribery
Act of 2010. In addition, the Group is subject to anti-money laundering laws and regulations, including the
EU’s 6th Anti-Money Laundering Directive, which went into force in 2020.
Export control law, sanctions, anti-bribery and corruption, and anti-money laundering regimes evolve over time
and it is difficult for the Group to predict the interpretation, implementation or enforcement of governmental
policies with respect to its activities. While the Group continuously reviews existing policies and procedures to
ensure compliance with applicable laws and regulations, these policies and procedures may not be followed at
30
all times and the Group’s internal controls may not effectively detect and prevent violations by the Group’s
employees, consultants, agents or partners.
Violation of anti-corruption laws, export control, sanctions and anti-money laundering regulations are
punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment
from government contracts (and termination of existing contracts) and revocations or restrictions of licenses, as
well as criminal fines and imprisonment. In addition, any violation could result in adverse media coverage,
have an impact on the Group’s reputation and consequently on its ability to generate future business and
maintain long-term commercial relationships with its customers.
If the Group does not manage to succeed in managing the above risks, this could materially adversely affect its
business, assets, results of operations, financial condition and prospects. See also “1.3.5 The Group’s internal
controls, procedures, compliance systems and risk management systems may prove to be inadequate to prevent
and discover previous or future breaches of laws and regulations and generally to manage risks.”
1.3.7 The Group’s aftersales business is subject to risks relating to regulation of the vehicle
aftermarket
The Group maintains Europe-wide distribution networks with selected dealers and workshops based on
standardized contracts. This distribution network is subject to a number of rules and regulations in the EU and
other jurisdictions to ensure effective competition in the aftermarket, including the EU Vertical Restraints Block
Exemption Regulation (EU) No 330/2010, the Automotive Block Exemption Regulation (EU) 461/2010, and
sector specific guidelines on vertical restraints in agreements for the sale and repair of motor vehicles and for
the distribution of spare parts for motor vehicles. These rules, among other things, restrict manufacturers from
requiring authorized dealers or repairers to re-sell vehicles, parts or components to customers or independent
workshops at fixed or minimum prices, to limit their territorial sales activity, or to hinder original equipment
suppliers from also supplying their products as spare parts to independent distributors. In addition, the
Regulation (EU) No 2018/858 on market surveillance of motor vehicles requires vehicle manufacturers,
including the Group, to grant access to certain technical information relating to vehicle repair and maintenance
to independent market participants which is of relevance to the Group’s aftermarket services. It cannot be ruled
out that such requirements will not become more stringent in the future. Rules regarding vertical competition in
the vehicle aftermarket and related topics are also in place or currently being discussed by regulators in many
other jurisdictions, including in certain of the Group’s markets.
Aftersales services, which includes spare parts and related services covered by the rules and regulations
described above, generally produce higher margins than new vehicle sales in certain cases, making them
particularly important for the Group’s financial performance. The Group’s Service Share of Revenue in 2019
was approximately 30%. The Group’s ambition is to increase its Service Share of Revenue to approximately
35% in the mid-term and to approximately 50% by 2030 as part of its ultimate transformation into a provider
of mobility services. Should rules and regulations with respect to vertical competition or market dominance in
the vehicle aftermarket become stricter, or should additional rules or regulations be adopted (including in
jurisdictions outside of the European Union), this could give rise to additional compliance costs and expose the
Group to greater competition in the aftermarkets. Such changes could reduce the Group’s market share for
aftersales services in key markets and prevent the Group from attaining its strategic goals for growth in service
share of its revenue. Moreover, failure to comply with these rules and regulations could result in the Group
suffering penalties carrying financial consequences. The occurrence of any of these events could have a
material adverse effect on the Group’s business, assets, results of operations, financial condition and prospects.
1.3.8 The Group may not adequately protect its intellectual property and know-how or may be liable
for the infringement of third-party intellectual property or know-how
The Group’s success in maintaining its competitive position depends, to a significant extent, on its ability to
obtain and enforce intellectual property rights worldwide. The Group seeks to protect its intellectual property
and proprietary rights through a combination of patents, registered designs, trade secrets, trademarks,
copyrights, domain names and similar protections. With respect to proprietary know-how that is not patentable
and production processes for which patents are difficult to enforce, the Group relies on trade secret protections
and confidentiality agreements to safeguard its interests.
Steps taken by the Group to protect its intellectual property and proprietary information may not be adequate to
prevent misappropriation of its technology as the existence of laws or contracts prohibiting such actions may
not always serve as sufficient deterrents. Policing the unauthorized use of the Group’s intellectual property may
be expensive and time consuming. The Group’s intellectual property rights may be (and have in certain
31
instances been) challenged, and the Group may not be able to secure such rights in the future. In particular,
there is a heightened risk that the Group may not be in a position to secure all necessary intellectual property
rights with respect to the development of new technologies, in particular when such technologies are developed
in the context of a collaborative partnership or joint ventures, such as the ones in place with Volvo, Waymo or
Linde. In addition, the laws of certain countries may not protect the Group’s proprietary rights to the same
extent as the laws of Europe or the United States. Consequently, third parties, including the Group’s
competitors, may be able to use the technology behind the Group’s products and processes without a license.
The Group may not be successful in maintaining the confidentiality of its trade secrets, or may not employ
adequate protection measures with regard to know-how, which measures are in some instances a requirement
for taking legal steps against know-how misappropriation. The undue exploitation of the Group’s intellectual
property by third parties may reduce or eliminate the competitive advantage derived from the Group’s own
technology, limiting its ability to develop further innovative technologies and its capacity to compete in the
markets where it operates and to attract new customers.
The Group may also infringe patents, trademarks or other third-party rights. For instance, until June 2021,
Daimler AG and Nokia had pending litigation regarding the conditions of the use of Nokia’s standard essential
3G and 4G patents by the Group’s products. In June 2021, Daimler AG announced that it had signed a patent
licensing agreement with Nokia under which Nokia licenses standard essential patents regarding the 2G, 3G,
4G, and Wi-Fi standards to Daimler AG as well as the Group and receives payment in return. The parties
agreed to settle all pending litigation between Daimler AG and Nokia, including the complaint by Daimler AG
against Nokia to the European Commission. In the past the Group has also received patent infringement claims
from Broadcom/Avago. The various complaints have been settled as well by taking a license for the use of the
Broadcom/Avago patents by Daimler AG and its affiliated companies. If the Group is found to have infringed
third-party intellectual property rights, it may have to pay royalties, damages, modify manufacturing processes,
redesign products or may be barred from manufacturing, selling or marketing certain products. Should the
Group have to redesign products or become barred from manufacturing, selling or marketing certain products,
this could result in significant production and delivery delays or inability to sell certain products altogether,
both of which could result in significant lost business volume. The defense of intellectual property suits, patent
opposition proceedings and related legal and administrative proceedings may moreover be both costly and time
consuming. Finally, the Group may not be able to obtain the licenses necessary for its business success on
reasonable terms in the future. The materialization of any of these risks could lead to delivery and production
restrictions or interruptions and have a material adverse effect on the Group’s business, assets, results of
operations, financial condition and prospects.
1.3.9 The Group has substantial pension and other similar employee benefits-related obligations and is
subject to risks related to the development of these obligations, the development of assets
dedicated to the funding of parts of these obligations and to applicable funding requirements of
its pension and other post-employment benefit plans
The Group maintains various defined benefit pension plans as well as defined contribution pension plans, and
has other similar long-term employee benefits-related obligations, including certain healthcare benefit
obligations. The majority of the obligations under defined benefits schemes relate to the Group’s subsidiaries in
Germany, the U.S. and Japan. Though the Group has reserved plan assets that can be offset against the
corresponding pension liabilities on the balance sheets, a substantial part of the pension obligations and other
similar long-term employee benefits-related obligations is underfunded pursuant to IFRS standards. This means
that as the case may be, ongoing pension and long-term employee benefits-related obligations may have to be
financed out of the Group’s cash flow when coming due or additional contributions of assets into the schemes
may become required. The funding ratio between pension obligations and the fair value of plan assets depends
on the development of both parameters.
As of September 30, 2021, the Group’s defined benefit obligations from pensions and other similar long-term
employee benefits-related obligations totaled EUR 8,010 million. The fair value of plan assets for the funding
of such obligations as of September 30, 2021 amounted to EUR 5,880 million. Accordingly, as of
September 30, 2021, the net liability for defined benefit plans recognized in the consolidated balance sheet of
the Group was EUR 2,130 million. These figures do not reflect changes resulting from (i) additional funding in
the amount of EUR 250 million which has already been approved and was provided to the Group by
Daimler AG as the sole shareholder of the Company as at the date of the Prospectus (the “Existing
Shareholder”) in the context of the Demerger Transactions and (ii) regular service costs contributions and
reimbursements for pensions paid which are in general made in the fourth quarter of a calendar year.
32
The defined benefit obligation of the Group’s pension and other similar long-term employee benefits-related
and/or payment obligations depend, among other factors, upon longevity, actuarial profiles of the plan
participants, the level of interest rates used to measure future liabilities, other actuarial assumptions and
experience, salary and wage trends, inflation, contribution rates for the employees, benefit plan changes and
their effectiveness, as well as the development of statutory and government regulations and rulings by labor
courts in relation to the measurement of the obligations, the design of the plans and the plan administration.
If the market value of plan assets falls or external pension providers are unable to fulfil the respective pension
commitment, the Group may also have to substantially increase its pension provisions. For example,
fluctuations in currency, interest rates and securities prices may adversely affect the value of the plan assets.
Where either the value of the defined benefit obligations increases or the value of the plan assets decreases, the
Group may have to cover the shortfall, e.g., by additional contributions to the plan assets or direct payments to
pensioners.
Further, in some jurisdictions in which the Group has significant pension obligations (such as Germany) the
Group would in principle also be liable for the pension commitments implemented via external pension
providers if and to the extent that an external pension provider were unable to fulfil the respective pension
commitment. This may also lead to a substantial increase in the Group’s pension provisions.
In addition, changes in local regulatory requirements, such as minimum funding standards, may force the
Group to make additional contributions into the relevant pension scheme or schemes which were currently not
due under applicable funding regulations.
Any significant increase in the present value of the Group’s pension and other employee benefits-related
obligations, significant decrease in the fair value of the plan assets for a funding of the obligations, failure of
external pension providers to cover their respective pension commitments or changes in regulatory funding
requirements could have a negative impact on the Group.
Due to the large number of variables that determine the development of the obligations and the plan assets,
funding requirements (where applicable), as well as any legislative action or other changes in the relevant
jurisdiction, are difficult to predict. Any underfunding in relation to the Group’s pension plans and other long-
term employee benefit plans could be significantly higher than the amounts estimated as of September 30,
2021. In the event of significant deviations from the current assumptions and parameters, such underfunding
and the resulting funding requirements or direct payment obligations vis-à-vis pensioners could have a material
adverse effect on the Group’s business, assets, results of operations, financial condition and prospects, as could
the occurrence of any of the other events described above.
1.3.10 The Group’s insurance coverage may not be sufficient and insurance premiums may increase
The Group currently participates in the insurance framework of Daimler AG due to its historical ownership of
the Group. Through these arrangements, the Group has insurance coverage in place in relation to a number of
risks associated with its business activities, including general liability, product liability, property damage and
business interruption, cargo, cyber, credit and director and officer’s (“D&O”) insurance. The Group currently
intends to remain under the insurance framework of Daimler AG until the next expiration of the Daimler AG
policies, which will generally occur on December 31, 2021 (with the exception of cyber insurance coverage,
which the Group intends to maintain through Daimler AG at least through the end of 2022). Furthermore, as of
the Spin-off, members of the supervisory and management board of Daimler Truck AG and its subsidiaries will
no longer be part of Daimler AG’s D&O insurance. It is intended to have a separate D&O insurance policy in
place for the Group upon completion of the separation. At present, the Group plans to enter new insurance
contracts for similar levels of coverage as previously held under Daimler AG, with such coverage to generally
begin on January 1, 2022 (concurrent with the end of its prior coverage). There can, however, be no guarantee
that the Group will have agreed and signed such insurance contracts by that time at commercially attractive
conditions, either due to events within the Group or in the general insurance market.
The Group’s objective with respect to insurance is to minimize the risk of financial loss at a reasonable cost
and with appropriate deductibles and the Group believes that its insurance coverage is adequate for its
operations. However, because the Group’s insurance coverage is subject to exclusions and deductions, there
may be claims in respect of which the liability for damages and costs falls to the Group before being met or
reimbursed by any insurance underwriter. There may also be claims in excess of the Group’s insurance cover or
claims which are not covered by the insurance due to other policy limitations or exclusions or failure by the
insurer or the Group to comply with the terms of the policy. Furthermore, the Group may not be able to obtain
adequate insurance cover in the future on commercially acceptable terms, or at all.
33
In addition, there are risks left intentionally uninsured based on the Group’s cost benefit analysis, and the
Group therefore has no insurance against such events.
Along with the occurrence of any of the other events described above, an inability to obtain insurance coverage
commercially similar to that presently covering the Group, the Group having to pay higher premiums for or
encountering restrictions on insurance coverage or the Group sustaining damages for which there is no or
insufficient insurance coverage could have a material adverse effect on the Group’s business, assets, results of
operations, financial condition and prospects.
1.3.11 The Group is exposed to tax risks, which could arise in particular as a result of tax audits or
past measures
Due to the global nature of its business, the Group is subject to income and other taxes in multiple
jurisdictions. Significant judgment and estimation is required in determining the Group’s provision for income,
sales, value-add and other taxes, including withholding taxes. In the ordinary course of the Group’s business,
there are various transactions and calculations, including, for example, intercompany transactions and cross-
jurisdictional transfer pricing and transactions with specific documentation requirements, for which the ultimate
tax determination or the timing of the tax effect is uncertain. Pursuant to transfer pricing rules that apply in
several jurisdictions and in relation to cross-border business relationships, related enterprises are obligated to
conduct any intercompany transactions on conditions which would also apply among unrelated third parties
concluding comparable agreements (arm’s length principle) and to provide sufficient documentation thereof.
The possibility that the tax authorities will challenge the Group’s compliance with applicable transfer pricing
rules cannot be ruled out. The Group is regularly audited and the Group’s tax calculations and interpretation of
laws are reviewed by tax authorities, who may disagree with the Group’s tax estimates or judgments. Although
the Group believes its tax estimates are reasonable, the final determination of any such tax audits or reviews
could differ from its tax provisions and accruals and such final determination could result in additional tax
liabilities and related interest payments, as well as in penalties and regulatory, administrative or other sanctions.
In addition, the Group is and may in the future become involved in proceedings with national or regional tax
authorities, including proceedings regarding cross-jurisdictional transfer pricing issues. While the Group
attempts to assess in advance the likelihood of any adverse judgments or outcomes to tax proceedings or
claims, it is difficult to predict final outcomes with any degree of certainty. The final determination of any tax
investigation, tax audit, tax review, tax litigation, and appeal of a tax authority’s decision or similar proceedings
may differ materially from the Group’s expectations and/or the estimate as reflected in the Group’s financial
statements. There can further be no assurance that current audits and reviews will not be extended to other tax
years or tax matters. In addition, changes in tax legislation or guidance could result in additional taxes and/or
affect the Group’s tax rate, the carrying value of deferred tax assets or its deferred tax liabilities.
In addition, certain entities of the Group were in the past or are currently part of fiscal unities, tax groups and
other tax consolidation schemes; in some cases, the fiscal unities, tax groups and other tax consolidation
schemes consisted of both entities of the Daimler Group and entities of the Group. It cannot be ruled out that
entities of the Group will be held liable for unpaid taxes of the members of such tax consolidation schemes
(including members outside of the Group) under statutory law or contract. Furthermore, should such tax
consolidation schemes not be accepted by the tax authorities and/or a tax court, taxes, interest and penalties
may be imposed against entities of the Group, and such liabilities may be substantial.
Furthermore, the Group may be subject to tax risks due to measures implemented in the period from 2018 to
2021 for the purpose of bundling the Cars & Vans and Trucks & Buses divisions. In the course of these
separation measures, a multitude of shares and assets were transferred and it cannot be ruled out that the
envisaged tax treatment of such measures will be challenged by the tax authorities and additional taxes, for
instance, income taxes, VAT, stamp duties or de-grouping charges, will be assessed and/or have to be paid.
Even if such additional taxes were assessed against and/or would be required to be paid by entities of the
Daimler Group, such additional taxes may, pursuant to a group separation agreement entered into by
Daimler AG and the Company on August 6, 2021 in notarized form (the “Group Separation Agreement”)
(Konzerntrennungsvertrag), have to at least partially be paid by the Group, to the extent they result from
measures that were undertaken to separate the Daimler Truck Business from the business of the remaining
Daimler Group.
The occurrence of any of the above events could have a material adverse effect on the Group’s business, assets,
results of operations, financial condition and prospects.
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1.4 Risks Related to the Group’s Separation from the Daimler Group
1.4.1 The Group has not previously operated as a stand-alone publicly listed company and may face
difficulties operating effectively and fully implementing its business strategy
The Group has previously not operated as a stand-alone publicly listed entity and it is uncertain how it will
perform as such. Following the Spin-off, the Group will be responsible for managing, among other things, all
of its administrative and employee arrangements, its legal affairs and its financial reporting requirements which
may result in significant additional expenditures and/or expose the Group to an increased risk of legal,
regulatory or civil costs or penalties. Significant changes may occur in the Group’s cost structure, management,
financing and business operations as a result of operating as a stand-alone publicly listed entity separate from
the Daimler Group. In addition, the Group’s funding costs could increase as a stand-alone entity.
Furthermore, the Group’s management has limited experience in operating its business as a stand-alone publicly
listed entity. The Group anticipates that its success in the endeavors to manage the aforesaid changes and, as a
result, a successful implementation of its business strategy, will depend substantially upon the ability of the
Group’s Management Board, senior management and other key employees to implement or adapt the necessary
structures, to supervise their functionality and to work in a cohesive manner.
The factors described above could have a material adverse effect on the Group’s business, assets, results of
operations, financial condition and prospects.
1.4.2 The separation from the Daimler Group may lead to the loss of business opportunities and
decreased purchasing power and result in a loss of synergies
As part of the Daimler Group, the Group was able to take advantage of the Daimler Group’s long-standing
reputation, creditworthiness, size and purchasing power in procuring goods, services and technology, such as
access to certain financial services, procurement networks, treasury and financing services, research and
development, information technology, intellectual property (including the Mercedes-Benz and other trademarks)
and other services. As a separate, stand-alone entity following the Spin-off, the Group may find it difficult or
costlier to access certain goods, services and technologies, for instance IT services. The Group may incur
higher costs due to a decline in purchasing scale if the Group is unable to continue to take advantage of the
Daimler Group’s goods, services and technology on the same or similar terms as prior to the Spin-off, or to
obtain other similar goods, services and technologies at prices or on terms as favorable as those obtained prior
to the Spin-off. Moreover, prior to the separation from the Daimler Group, the Group shared many common
parts and other goods with other members of the Daimler Group (e.g., common parts which were sold by the
Group and members of the Daimler Group under a common brand). For some parts and other goods, this may
no longer be possible following the separation. In addition, the Group will have to compete with the Daimler
Group for certain goods and services (including raw materials) as well as for qualified employees. The
operation as a separate Group could have a material adverse effect on the Group’s business, assets, results of
operations, financial condition and prospects.
1.4.3 The Group may not realize potential benefits from the separation of its business from the
Daimler Group’s other businesses
The Group may be unable to realize the potential benefits that it expects by separating from the Daimler Group.
These benefits include the Group’s ability to focus on its own strategic and operational plans, a more efficient
allocation of capital for the Group, a distinct investment identity allowing investors to evaluate the merits,
performance and future prospects of the Group separately from those of the Daimler Group, and a better
tailoring of internal procedures to the nature of the Group’s business and developing effective equity-based
compensation to achieve greater alignment of management interests with the Group’s business.
The Group may not achieve these and other anticipated benefits for a variety of reasons. Following the Spin-
off, the Group will not have access to the same scale of financial, managerial and professional resources from
which the Group has benefited in the past and will incur significant costs, which may be greater than those for
which the Group has planned, to replace these resources. In particular, some of the employees of the Daimler
Group who the Group expects to transfer to the Group upon the separation may decline to do so for any
number of reasons, including the smaller size of the Group compared to the Daimler Group, unresolved
compensation and benefit issues applicable to employees who transfer to the Group, the perception of more
limited career opportunities at the Group than at the Daimler Group, or the belief that the passenger car brands
are more prestigious than those of the Group’s truck and bus brands. In addition, the Group may fail to recruit
and hire new employees with the necessary skills. Either of these scenarios could leave the Group without the
expected managerial, professional and other skilled personnel in the areas of IT, treasury, tax, legal,
35
sustainability and energy management, financial services and other critical functions that it needs to
successfully operate as an independent Group upon completion of the Spin-off.
In addition, the separation and Spin-off will require significant amounts of management’s time and effort,
which may divert management’s attention away from the Group’s business. Furthermore, certain costs and
liabilities that were otherwise less significant to the Daimler Group as a whole will be more significant to the
Group as a stand-alone publicly listed entity, the Group may be more susceptible to market fluctuations and
other adverse events than if it were still a part of the Daimler Group, and the Group’s business will be
significantly less diversified than the Daimler Group’s business prior to the separation. If the Group is unable to
achieve some or all of the benefits expected to result from the separation and the Spin-off, or if such benefits
are delayed, this could have a material adverse effect on the Group’s business, assets, results of operations,
financial condition and prospects.
1.4.4 Services to be provided by the Daimler Group to the Group based on the existing service
relationships may be insufficient to cover the Group’s needs as a stand-alone company and the
Group may be unable to subsequently replace the services provided by the Daimler Group after
the Spin-off without operational problems or additional cost
The Group has ongoing service relationships and agreements with the Daimler Group pursuant to which
Daimler Group has provided certain services to the Group in the past and will continue to provide such services
after the Spin-off. These services include, among others, financial services, IT, procurement, human resources,
accounting, sales, aftersales, and supply chain and production. The Group expects that it will be dependent on
these services, in particular the IT services provided by the Daimler Group, for the duration of the agreements
pursuant to which they will be provided.
It is possible that such ongoing service relationships and agreements will be insufficient to cover the Group’s
needs as a stand-alone company or that the agreements pursuant to which they are provided may contain terms
and conditions that are not favorable to the Group or not competitive with alternatives in the market. In
addition, failure by the Daimler Group to perform the services provided for under the service arrangements and
agreements may result in operational problems and increased costs to the Group. The services to be provided
by the Daimler Group after the Spin-off may not function as efficiently as they did prior to the Spin-off and the
Group may find it difficult to find a suitable alternative supplier of such services in a timely fashion or at all.
Moreover, following the expiration of these service agreements, the Group will need to be in a position to
ensure the continuation of the relevant services either by providing them itself or by finding alternative service
providers. Any failure to achieve this could result in higher costs than under the service agreements with the
Daimler Group. Any of the foregoing could have a material adverse effect on the Group’s business, assets,
results of operations, financial condition and prospects.
1.4.5 As the Group sets up its own information technology infrastructure and transitions the Group’s
data to its own systems, the Group could incur substantial additional costs and experience
temporary business interruptions
After the Spin-off, Daimler Group will continue to provide certain IT services to the Group, including
infrastructure, license and application services, some of which will be outsourced to third-party IT companies.
However, over time the Group will seek to provision its own independent IT services, either internally or
through third parties, in order to support its critical business functions. The Group may not be entirely
successful in effectively making this transition or in meeting its original timelines for completion of various
aspects of the transition, and any future solutions may incur higher implementation and running costs than the
current set-up. After the Spin-off, the Group’s IT resources could be strained due to a combination of
workplace restrictions resulting from the Covid-19 pandemic, lack of available IT personnel and the multiple
large-scale, complex projects involved in the transition running simultaneously. See also “1.4.3 The Group may
not realize potential benefits from the separation of its business from the Daimler Group’s other businesses.”
Moreover, aspects of the transition could result in disruptions to critical business functions of the Group and
expose it to heightened risks, including to data loss and cyberattacks. Any failure to avoid operational
interruptions during the implementation of the new systems and replacing parts of the Daimler Group’s IT
services, or any failure to implement the new systems and replace the Daimler Group’s services effectively and
efficiently, could disrupt the Group’s business and lead to liability towards third parties which could have a
material adverse effect on the Group’s business, assets, results of operations and prospects. See also “1.2.4 The
Group’s operations, products and services rely on complex information technology systems and networks that
are subject to the risk of disruption, including as a result of security breaches and cyber attacks” and “1.4.7
The Group may face difficulties in meeting treasury and finance requirements, including managing liquidity and
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financing risks, foreign currency exchange rate risks, interest rate risks and credit risks, in particular as a
result of the Group’s historical dependency on services from Daimler AG.”
1.4.6 The Group may encounter higher costs and other difficulties when creating its own financing
structure and financing arrangements
The Group is exposed to risks associated with developing and implementing its own financing structure and
arrangements separate from those of Daimler AG. As the Group was formerly a fully integrated part of the
Daimler AG financing structure, it relied to a significant extent on Daimler AG for certain financing resources,
including guarantees and other financing support. On August 6, 2021, Daimler Truck Holding AG (as guarantor
upon the Demerger Transactions Effective Date) and Daimler Truck AG (as borrower and guarantor) and
further subsidiaries of the Group entered into the EUR 18 Billion Credit Facilities Agreement which includes
the Bridge Facility of EUR 13 billion and the multicurrency Revolving Credit Facility amounting to
EUR 5 billion. As a stand-alone publicly listed company following the Spin-off, the Group intends to obtain
further financing from banks and from the capital markets in the future. The Group also intends to offer,
through finance subsidiaries, senior unsecured notes guaranteed by Daimler Truck Holding AG and Daimler
Truck AG and denominated in U.S. dollars, Canadian dollars and/or Euros across a market standard range of
maturities in an aggregate principal amount of up to approximately the amount of the Bridge Facility (the Bond
Offerings). To the extent the Bond Offerings are successfully completed, the Bridge Facility will either be
mandatorily prepaid or cancelled in an amount equal to 90% of the available net proceeds received from the
Bond Offerings by the Group. The Bond Offerings may be launched, subject to market conditions, at any time,
including before or after the Demerger Transactions Effective Date. Furthermore, post-separation, the Group
may face increased costs of and fewer opportunities for financing, reduced credit availability, higher costs of
follow-on financing, and higher refinancing costs, due, among other reasons, to potentially lower issuing
volumes and its relatively new presence in these markets. Moreover, the Group will no longer have the
potential benefit of guarantees or other credit support from Daimler AG for new financings. All of these may
impact the ability of the Group to establish or maintain an attractive credit rating. The materialization of any of
the above factors could have a material adverse effect on the Group’s business, assets, results of operations,
financial condition and prospects.
1.4.7 The Group may face difficulties in meeting treasury and finance requirements, including
managing liquidity and financing risks, foreign currency exchange rate risks, interest rate risks
and credit risks, in particular as a result of the Group’s historical dependency on services from
Daimler AG
Given the various services provided or to be provided by Daimler AG to the Group in the past and going
forward, particularly those related to information technology and applications for treasury processes, the Group
faces the risk that some or all of the applications may temporarily become non-operational and/or inaccessible
for reasons beyond the control of the Group, including a shortage of qualified personnel. As a result, the
execution and processing of financial transactions, payments or other treasury operations could be disrupted,
causing difficulties in managing liquidity and financing risks, foreign currency exchange rate risks, interest rate
risks and credit risks. Furthermore, this could translate into difficulties to satisfy other financial requirements,
such as regulatory reporting (e.g., in connection with the European Market Infrastructure Regulation).
The separation of the businesses between Daimler AG and the Group may also result in adverse scale effects
regarding general and administrative expenses and system and maintenance costs for treasury systems,
applications and processes. In addition, there remain transitional risks, for the period between the Demerger
Transactions Effective Date and the Group’s full implementation of its own treasury and finance functions. See
also “1.4.6 The Group may encounter higher costs and other difficulties when creating its own financing
structure and financing arrangements.” Any of the foregoing could have a material adverse effect on the
Group’s business, assets, results of operations, financial condition and prospects.
1.4.8 The Group’s combined financial statements are based on management judgements and a series
of assumptions and estimates that may prove inaccurate and not necessarily representative of the
results the Group would have achieved or will achieve as a stand-alone publicly listed company
The Group has not previously operated as a stand-alone company. Accordingly, the combined financial
statements of the Daimler Truck Business prepared by Daimler AG and Daimler Truck AG in accordance with
IFRS as adopted by the European Union as of and for the fiscal years ended December 31, 2020, 2019 and
2018 (the “Audited Combined Financial Statements”) and the unaudited condensed interim combined
financial statements of the Daimler Truck Business as of and for the nine months ended September 30, 2021
37
(the “Unaudited Condensed Interim Combined Financial Statements”, and, together with the Audited
Combined Financial Statements, the “Combined Financial Statements”) of the Daimler Truck Business have
been prepared on a carve-out basis from the IFRS consolidated financial statements of Daimler AG using
historical results of operations, assets and liabilities attributable to the Daimler Truck Business based on the
legal reorganization up until the Spin-off (i.e., the Phase 1 Transactions), include allocations of income and
expenses from the Daimler Group for the periods presented, and exclude activities that will transfer to the
Daimler Truck Group after the Spin-off (i.e., the Phase 2 Transactions). The Combined Financial Statements
therefore may not be indicative of future performance of the Group and do not necessarily reflect what its net
assets, financial position, results of operations, capital structure and cash flows would have been had the
Daimler Truck Business operated as an independent stand-alone group during the periods presented.
In addition, in preparing the Combined Financial Statements, additional assumptions and estimates were made,
including, in particular, in connection with the attribution of assets and liabilities for operations to be
transferred, the allocation of expenses for services provided by remaining Daimler Group companies and the
income taxes calculated applying the separate tax return approach. These assumptions and related estimates
affect the amounts and the reporting of recognized assets and liabilities, income and expenses and contingent
liabilities. The actual amounts may vary from these estimates.
1.4.9 The Group may be subject to claims under the German Transformation Act as a consequence of
the Spin-off and the Hive-down (so called continued liability (Nachhaftung) and right of
creditors to request security)
The Group’s separation from the Daimler Group was partly realized by way of a spin-off and a hive-down
under the German Transformation Act (Umwandlungsgesetz). According to section 133 para. 1 and 3 of the
German Transformation Act (Umwandlungsgesetz), the Group may be held liable by creditors of Daimler AG
who may be able to enforce certain claims that were constituted prior to the effectiveness of the Spin-off and
the Hive-down, respectively, against the Group. Pursuant to such provisions, the Company is jointly and
severally liable with Daimler AG for any liabilities of Daimler AG that were constituted prior to the
effectiveness of the Spin-off and the Hive-down, respectively, if such liabilities fall due within five years, or in
case of retirement benefit obligations under the German Company Pension Act (Betriebsrentengesetz) 10 years,
from publication of the Spin-off and the Hive-down, respectively, in the commercial register of Daimler AG. In
the Demerger and Hive-down Agreement concluded between Daimler AG and the Company, Daimler AG
agreed to indemnify the Company against any liabilities or obligations that remained with Daimler AG in the
event that relevant claims are asserted against the Company. Should Daimler AG not satisfy its obligations to
indemnify the Company, this could have a material adverse effect on the Group’s business, financial condition
and results of operations or prospects. Furthermore, creditors of the Company could request the Company to
provide security to the extent such creditors cannot obtain satisfaction of their claims and can demonstrate
probable cause that the fulfillment of their claims will be jeopardized by the Spin-off and the Hive-down,
respectively, pursuant to sections 125 sentence 1, 22, 133 para. 1 sentence 2 of the German Transformation Act
(Umwandlungsgesetz).
1.4.10 The Phase 2 Transactions planned to occur after the Spin-off are subject to a variety of
regulatory approvals, which could delay or prevent their completion entirely
As of the date of this Prospectus, the implementation of the Phase 2 Transactions remains subject to certain
completion conditions, which comprise the receipt of the relevant merger control clearances in the European
Union and the competent merger control authorities in Morocco, North Macedonia, Serbia, South Africa,
Taiwan, Turkey and Ukraine. Furthermore, a merger control notification has been submitted to the Argentinian
competition authority although clearance by the Argentinian competition authority is not currently a condition
precedent for the implementation of the Phase 2 Transactions. In Egypt currently a non-suspensory post-closing
filing is required. The Egyptian merger control regime is about to change with an envisaged switch to a pre-
closing regime which could apply to the Phase 2 Transactions.
The various countries’ antitrust regulators may not approve certain or all of the Phase 2 Transactions on a
timely basis or at all. A significant delay in obtaining the required regulatory approvals could reduce the
anticipated benefits of the Group’s separation from the Daimler Group.
In connection with their review processes, antitrust regulators may impose terms, conditions or undertakings to
address any potential antitrust concerns, including requiring the sale, divestiture, license or other disposition of
properties or other assets of either the Company or the Group. Any such actions could require the Group to
incur significant costs. If conditions imposed for regulatory approval require the divestiture of portions of the
Group, satisfying such conditions could significantly reduce the anticipated benefits of the Group’s separation
38
from the Daimler Group. Furthermore, the Group may not be able to effect required divestitures or other
commitments in a timely manner or at all, or on economically viable terms. Failure to satisfy such terms,
conditions or undertakings could result in certain or all of the Phase 2 Transactions not being completed.
Delays in obtaining, or an inability to obtain, all required approvals to complete the Phase 2 Transactions, or
any conditions imposed by regulators, in particular divestiture actions or other commitments, could have a
material adverse effect on the business, assets, results of operations, financial condition and prospects of the
Group.
1.4.11 The Group’s right to use the trademarks “Mercedes-Benz”, “Mercedes-Benz Star” and certain
patents, trademarks and domain names of Daimler AG depends on the existence of Intellectual
Property licensing agreements
The Group has concluded various intellectual property (“IP”) agreements regarding the allocation of
trademarks, patents and domain names that will become effective in the course of the separation of the trucks
and buses business from the cars and vans business of Daimler AG. The IP agreements comprise purchase and
transfer agreements with Daimler AG on the trademarks “DAIMLER”, “CHARTERWAY”, “FLEETBOARD”
and “DISPOPILOT” and a patent portfolio as well as certain license agreements with Daimler Brand & IP
Management GmbH & Co KG. Based on a master license agreement with Daimler AG, Daimler Brand & IP
Management GmbH & Co. KG acts as the licensor within the Daimler Group for the IP licensed to Daimler
Truck AG in such agreements. Daimler AG accedes to Daimler Brand & IP Management GmbH & Co. KG’s
obligations under the license agreements by an assumption of debt.
Under a trademark licensing and domain usage agreement (the “Trademark Licensing and Domain Usage
Agreement Mercedes-Benz”), Daimler Truck AG receives the right to use the trademark families “Mercedes-
Benz” and “Mercedes-Benz Star” as well as certain domain names relevant for Daimler Truck AG’s business
and comprising the element “Mercedes-Benz” free of charge to develop, produce and distribute products as
well as provide services relating to commercial vehicles and buses with a maximum permissible gross weight
equal to or exceeding 7.49 tons in certain business lines, inter alia, commercial vehicles and buses, its chassis
and engines and other technical drives, including their parts, assemblies and vehicle spare parts and banking
and insurance transactions, financial and payment services and insurance brokerage (the “Field”). According to
a further trademark licensing agreement (the “Trademark Licensing Agreement Multi-Use”), Daimler
Truck AG receives the right to use various “multi-use trademarks”, i.e., trademarks used by both Daimler AG’s
cars and vans divisions and the Group’s trucks and bus divisions in the Field for no consideration. Under a
separate royalty-based patent licensing agreement (the “Patent Licensing Agreement”), Daimler Truck AG
receives a right to use the patent portfolio of Daimler AG existing as of November 30, 2021 for the
development, production, marketing, sale and further use of products in Daimler Truck AG’s business area.
The Trademark Licensing and Domain Usage Agreement Mercedes-Benz and the Trademark Licensing
Agreement Multi-Use have an indefinite term and cannot be terminated ordinarily. They may, however, be
terminated by the licensor for good cause, which includes a third party acquiring control over Daimler
Truck AG, an attack by Daimler Truck AG on the licensed rights, a substantial and permanent impairment or
threat on the distinctive character or repute of the licensed rights, usage outside the Field and a lasting breach
of the quality requirements. Either party may terminate the agreements e.g., in case of serious breaches of duty
and in the event of payment difficulties and financial collapse of the respective other party. Termination first
requires an escalation process, which includes the request to remedy the respective breach of the agreement and
efforts to find an amicable settlement of the breach by a member of the highest management level of each
party. Upon termination or adjustment of the Trademark Licensing and Domain Usage Agreement Mercedes-
Benz and the Trademark Licensing Agreement Multi-Use, Daimler Truck AG has certain transitional rights to
(i) continue production under the licensed trademarks and domain names for one year, (ii) distribute products
already produced and offer services aimed at vehicle distribution for one further year, (iii) distribute
replacement parts for five years (Trademark Licensing Agreement Multi-Use) or 15 years (Trademark
Licensing and Domain Usage Agreement Mercedes-Benz), respectively, and (iv) use the licensed domain names
for one year. Notwithstanding the transitional rights and whether they are sufficient to re-brand relevant
products and services, any termination of the Trademark Licensing Agreement Multi-Use and Trademark
Licensing and Domain Usage Agreement Mercedes-Benz and the resulting loss of the right to use the
“Mercedes-Benz”, “Mercedes-Benz Star” trademarks and domain names, and further “multi-use trademarks”
(or a termination of the Patent Licensing Agreement for good cause which does not provide for any transitional
rights) could have a material adverse effect on the business, assets, results of operations, financial condition and
prospects of the Group.
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1.5 Risks Related to the Group’s Shareholder Structure
1.5.1 The Existing Shareholder will retain a substantial shareholding in the Company following
effectiveness of the Demerger Transactions and will be able to exercise a corresponding
influence, and the interests of the Existing Shareholder could come into conflict with the
interests of other investors
Upon effectiveness of the Demerger Transactions, Daimler AG and Daimler Grund will directly hold 28.43%
and 6.57% of the Shares, respectively, while the remaining 65% of the Shares will be held by the shareholders
of Daimler AG.
On August 6, 2021, Daimler AG, Daimler Grund and the Company entered into a deconsolidation agreement in
notarized form (the “Deconsolidation Agreement”). The Deconsolidation Agreement basically stipulates an
obligation of Daimler AG and Daimler Grund towards the Company not to exercise their voting rights in the
election of two of the 10 members of the Company’s Supervisory Board to be elected by the shareholders. In
addition, Daimler AG and Daimler Grund shall not exercise their voting rights in decisions on an early re-
election, the election of substitute members and the dismissal of such Supervisory Board members in whose
original election they did not exercise their voting rights. The Deconsolidation Agreement is valid until the end
of the fifth annual general meeting of the Company following the annual general meeting of the Company in
2022. If the Deconsolidation Agreement is not ordinarily terminated until no later than six months prior to its
expiry, it will in each case be extended until the end of the fifth annual general meeting following the
termination of the Deconsolidation Agreement that would otherwise have occurred. During these fixed terms,
the Deconsolidation Agreement can only be terminated for good cause. The Deconsolidation Agreement
automatically terminates if the aggregated direct and indirect shareholdings of Daimler AG in the Company fall
below 20% of the share capital of the Company, subject to the condition precedent that all merger and
investment control regulations have been complied with.
Prior to the indirect transfer of 5.0% of the Shares by Daimler AG to Daimler Pension Trust e.V. which is
intended to take place prior to the first general meeting of the Company, on matters not covered by the
Deconsolidation Agreement or, if the Deconsolidation Agreement is terminated, Daimler AG may, depending
on the shareholder presence at the general meeting of the Company, be in a position to control the resolutions
passed by the general meeting of the Company with a simple majority of the votes cast or the represented share
capital. Such resolutions comprise, among others, resolutions on the election of the members of the supervisory
board to be elected by the shareholders (subject to the respective restrictions agreed in the Deconsolidation
Agreement) and on the appropriation of profits. In addition, as long as Daimler AG holds more than 25% of the
shares represented at the Company’s general meeting, Daimler AG will be able to prevent resolutions from
being adopted at the general meeting of the Company which require a qualified majority of at least 75% of the
votes cast and/or the represented share capital. This may include, among others, structural measures (e.g.,
approval of enterprise, merger, spin-off or other major agreements) and the dismissal of a member of the
supervisory board elected by the shareholders (subject to the respective restrictions agreed in the
Deconsolidation Agreement). In connection with the exercise of its voting rights in the Company’s general
meeting and/or the exercise of its contractual rights under agreements entered into with the Company or its
subsidiaries, the interests of Daimler AG may be in conflict with the interests of other shareholders and/or the
Company.
1.5.2 Membership of the same individuals on boards of the Company and of the Daimler Group as
well as other relationships with the Daimler Group or companies of the Daimler Group may
result in conflicts of interest
The three members of the Company’s supervisory board (the “Supervisory Board”), who are members of the
Supervisory Board as of the date of this Prospectus, but who will resign from office upon the Demerger
Transactions Effective Date, are employees of entities of the Daimler Group. Mr. Martin Daum, the Chief
Executive Officer of the Company, is, as of the date of this Prospectus, also a member of the management
board of Daimler AG, but will resign from the management board of Daimler AG by the Demerger
Transactions Effective Date. The composition of the Supervisory Board will change upon the Demerger
Transactions Effective Date. Ms. Renata Jungo Brüngger and Mr. Harald Wilhelm, who will become members
of the Supervisory Board upon the Demerger Transactions Effective Date, are also members of the management
board of Daimler AG. Further, Mr. Michael Brecht and Mr. Roman Zitzelsberger, who will become members of
the Supervisory Board upon the Demerger Transactions Effective Date, are also members of the supervisory
board of Daimler AG.
40
Since the interests of Daimler AG (or other companies of the Daimler Group) and the Company do not
necessarily always coincide, the aforementioned dual mandates and other relationships of board members of the
Company with Daimler AG (or other companies of the Daimler Group) may in the future potentially result in
conflicts of interest for the respective board members.
1.6.2 The Company’s Shares have previously not been publicly listed, and an active and liquid market
for the Company’s Shares may not develop or be maintained
Prior to the admission to trading to the regulated market (Regulierter Markt) of the Frankfurt Stock Exchange
(Frankfurter Wertpapierbörse) (the “Frankfurt Stock Exchange”) with simultaneous admission to the sub-
segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt
Stock Exchange (Frankfurter Wertpapierbörse) (the “Admission to Trading”) of 50,000 existing ordinary
registered shares with no-par value (auf den Namen lautende Stückaktien) (the “Existing Shares”) and
822,901,882 newly issued ordinary registered shares with no-par value (auf den Namen lautende Stückaktien)
from capital increases against contribution in kind resolved upon by an extraordinary general meeting of the
Company on November 5, 2021 (the “New Shares”, together with the Existing Shares, the “Shares”), there
was no public trading market for the Company’s Shares. As a consequence, an active and liquid trading market
may not develop or continue after the Admission to Trading and the share price could decline. Investors may
not be in a position to sell their Shares quickly or at the market price if there is no active trading in the Shares.
1.6.3 The combined value of the Company’s Shares and the Daimler AG shares following the Spin-off
may not equal or exceed the value of Daimler AG shares prior to the Spin-off
Following the Spin-off, the shares of Daimler AG will continue to be listed and will trade as of the trading day
following the entry into effect of the Spin-off, taking into account the Spin-off. The total of the Daimler AG
share price after the Spin-off and the share price of the Company’s Shares allocated to Daimler AG
shareholders in accordance with the allocation ratio may not be equal to or higher than the Daimler AG share
price prior to the Spin-off. Until the market has fully priced the business of the Daimler AG Group, excluding
41
the business of the Company and also priced the business of the Company as an independent company, the
shares in the Company and Daimler AG may be subject to significant fluctuations, and this could have a
material adverse effect on an investment in the shares of the Company.
1.6.4 The market price and trading volume of the Company’s shares may fluctuate significantly and
could decline following the Admission to Trading, and investors could lose some or all of their
investment
The trading volume and price of the Company’s shares may fluctuate significantly. The share price is
determined by the supply of and demand for the Shares and may not necessarily reflect the fair value of the
Company. The share price may decline substantially as a result of substantial sales of the Company’s shares in
connection with the Spin-off, as further discussed above under “1.6.1 Substantial sales of the Company’s shares
may occur in connection with the spin-off, which could cause the price of the Shares to decline.” Other factors
that could negatively affect the share price or result in fluctuations in the price or trading volume of the shares
include, for example, ad hoc developments, changes in profit forecasts or estimates, fluctuations in the Group’s
actual or projected operating results, variations in quarterly results, failure to meet securities analysts’
expectations, the contents of published research reports about the Company or the Group or the industry
segments or securities analysts failing or ceasing to cover the Company or the Group following the Spin-off,
actions by institutional shareholders and general market conditions or special factors influencing companies in
the industry in general. Fluctuations in the equity markets could also cause the share price to decline, though
such general fluctuations may not necessarily have any particular basis in the Group’s business, assets, results
of operations, financial condition and prospects. The price at which the shares will be traded following the
Admission to Trading could decline.
1.6.5 The payment of future dividends will depend, among other things, on the Group’s results of
operations, financial and investment needs and the availability of distributable reserves
In accordance with the German Stock Corporation Act, the general meeting of the Company decides on the
payment of dividends on the recommendation of the management board and the supervisory board. The
Company’s ability to distribute dividends in the future will, among other things, depend on the Group’s ability
to generate profits, its results of operations and financing and investment needs, as well as the availability of
distributable profits or distributable reserves. The decision on the payment of dividends is based on the balance
sheet profit, as determined for the Company on a standalone basis in accordance with the German Commercial
Code (Handelsgesetzbuch) and the German Stock Corporation Act (Aktiengesetz). In order to determine the
balance sheet profit available for distribution, the annual financial profit or loss must be adjusted with the
profit/loss carry forward from the previous year as well as any withdrawals or contributions made to the
reserves. The Company can make no predictions as to the size of future profits available for distribution, or
whether distributable profits will be achieved at all, and hence it cannot guarantee that dividends will be paid in
the future.
1.6.6 The Company is a holding company with no material business operations of its own and relies
on operating subsidiaries to provide the Company with the funds required to meet its financial
obligations and make dividend payments
The Company is a holding company with no material business operations of its own. The principal assets of the
Company are its direct and indirect equity interests in its operating subsidiaries. As a result, the Company is
dependent on these subsidiaries in order to generate the funds required to meet the Company’s financial
obligations and make dividend payments, if any.
The ability of the Company’s subsidiaries to make distributions and other payments to the Company depends
on the subsidiaries’ earnings and is subject to various contractual and statutory limitations. The amount and
timing of such distributions depend on the laws of the operating companies’ respective jurisdictions and such
distributions may not arrive in time for the dividend payments of the Company and the Company would have
to draw on its reserves to pre-fund dividend payments. The transfer of profits may be limited where minority
interests of third parties exist in subsidiaries and affiliates and where such minorities must approve the approval
of annual accounts and the distribution of profits to shareholders. As a (direct or indirect) shareholder in its
subsidiaries, the Company’s right to receive assets upon liquidation or reorganization of such subsidiaries will
be effectively subordinated to the claims of the subsidiaries’ respective creditors. Even if the Company is
recognized as a creditor of its subsidiaries, the Company’s claims will still be subordinated to any security
interests that are senior to the Company’s claims.
42
If the Company does not receive sufficient distributions and other payments from its direct and indirect
subsidiaries at all or in time, it may be unable to meet its financial obligations and to make dividend payments.
1.6.7 The Company will face additional administrative requirements and incur higher ongoing costs as
a result of its operation as an independent publicly listed company
After the Spin-off, the Company will for the first time be subject to the legal requirements for German stock
corporations listed on the regulated market of a public exchange and the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), the German Securities Trading Act
(Wertpapierhandelsgesetz) and the Market Abuse Regulation. These requirements include periodic financial
reporting and other public disclosures of information (including those required by the stock exchange listing
authorities), regular calls and meetings with securities and industry analysts, and other required disclosures.
The Group’s accounting, controlling and legal or other corporate administrative functions may not be capable
of responding to these additional requirements without difficulties and inefficiencies that cause it to incur
significant additional expenditures and/or expose it to legal, regulatory or civil costs or penalties. Furthermore,
the preparation, convening and conduct of general meetings and the Company’s regular communications with
shareholders and potential investors will entail substantially greater expenses.
The Group’s management may also need to devote time and other resources to these additional requirements
that it could have otherwise devoted to other aspects of managing its operations, and these additional
requirements could also entail substantially increased time commitments and costs for the accounting,
controlling, legal and investor relations departments and other Group administrative functions. In addition, the
Group may be required to hire additional employees or engage outside consultants to comply with such
requirements, which could increase the Group’s costs and expenses.
Any inability of the Company’s administrative functions to handle the additional demands placed on it by
becoming a company with listed shares, as well as any costs resulting therefrom, may have a material adverse
effect on the Group’s business, assets, results of operations, financial condition and prospects.
1.6.8 Future offerings of equity or equity-linked debt securities may adversely affect the market price
of the Company’s Shares
In the future, the Group may seek to raise capital through offerings of equity or debt securities (potentially
including convertible debt securities). An issuance of additional equity securities or securities with rights to
convert into equity could have a material adverse effect on the market price of the Company’s Shares and
would dilute the economic position and voting rights of existing shareholders if made without granting
subscription rights to existing shareholders. Because the timing and nature of any future offering would depend
on market conditions at the time of such an offering, the Group cannot predict or estimate the amount, timing
or nature of future offerings. Thus, holders of shares bear the risk of future offerings reducing the market price
of the shares and/or diluting their shareholdings in the Company. In addition, the acquisition of other
companies or investments in companies in exchange for newly issued shares of the Company, as well as the
exercise of stock options by the Group’s employees in the context of future stock option programs or the
issuance of new shares to employees in the context of employee equity programs, such as restricted stock or
employee stock participation programs could lead to such dilution. Any additional offering of shares by the
Company, or the public perception that an offering may occur, could also have a material adverse impact on, or
increase the volatility of, the market price of the Company’s Shares.
Upon effectiveness of the Demerger Transactions, Daimler AG and Daimler Grund will directly hold 28.43%
and 6.57%, respectively, of the Shares, while the remaining 65% of the Shares will be held by the shareholders
of Daimler AG. In the event that Daimler AG and Daimler Grund do not participate in a capital increase
undertaken by the Company in the future, this could limit the Group’s efforts to raise new capital and may have
a material adverse effect on the Group’s competitive position, and on the Group’s business, assets, results of
operations, financial condition and prospects.
1.6.9 Shareholders from outside the Eurozone may be subject to foreign currency exchange rate risk
The Company’s Shares are, and any dividends to be paid in respect of them will be, denominated in Euro. An
investment in the Company’s Shares by an investor whose principal currency is not the Euro exposes the
investor to foreign currency exchange rate risk. Any depreciation of the Euro in relation to an investor’s
principal currency will reduce the investor’s value of the investment in the Company’s Shares or any dividends
in relation to such currency.
43
1.6.10 Shareholders outside of Germany may not be able to participate in future rights offerings
Under German corporate law, shareholders generally have subscription rights (Bezugsrechte) relating to any
shares issued in a capital increase, or convertible bonds or bonds with warrants, in proportion to their
shareholding, subject to certain exceptions which allow for an exclusion of preemptive rights. Due to
restrictions in other jurisdictions, including the United States, shareholders outside of Germany may be
prohibited, under applicable law, or excluded under the terms of the capital measure, from participating in
future capital measures or such participation may be difficult. In addition, shareholders may not be able to
participate in potential future capital measures if they do not have the funds necessary to subscribe for new
securities or if the subscription rights are excluded. This could result in dilution of those shareholders’
proportionate interests in the Company. Open market purchases to counteract such dilution could be on terms
less favorable than those offered to other shareholders in connection with such a capital increase.
44
2 GENERAL INFORMATION
2.1 General Information regarding this Prospectus
2.1.1 Responsibility for the Content of this Prospectus
Daimler Truck Holding AG, a stock corporation governed by German law, with its registered office in Stuttgart
and its registered business address at Fasanenweg 10, 70771 Leinfelden-Echterdingen, registered with the
commercial register (Handelsregister) of the local court (Amtsgericht) of Stuttgart under HRB 778600,
telephone +49 711 8485 0, and BNP PARIBAS S.A., 16, boulevard des Italiens, 75009 Paris, France (“BNP
PARIBAS”), Citigroup Global Markets Europe AG, Reuterweg 16, 60323 Frankfurt am Main, Germany
(“Citigroup”) and Goldman Sachs Bank Europe SE, Taunusanlage 9-10, 60329 Frankfurt am Main, Germany
(“Goldman Sachs Bank Europe SE”; and, together with BNP PARIBAS and Citigroup, the “Listing Agents”)
acting as financial advisors and Listing Agents, and Deutsche Bank Aktiengesellschaft, Taunusanlage 12, 60325
Frankfurt am Main, Germany (“Deutsche Bank”) and J.P. Morgan AG, Taunustor 1, TaunusTurm, 60310
Frankfurt am Main, Germany (“J.P. Morgan”) acting as financial advisors (Deutsche Bank and J.P. Morgan
together, the “Financial Advisors”) and Joh. Berenberg, Gossler & Co. KG, Neuer Jungfernstieg 20, 20354
Hamburg, Germany (“Berenberg”), BofA Securities Europe SA, 51 rue La Boétie, 75008 Paris, France (“BofA
Securities”) and Landesbank Baden-Württemberg, Am Hauptbahnhof 2, 70173 Stuttgart, Germany
(“Landesbank Baden-Württemberg”), acting as co-advisors (the “Co-Advisors”, and, together with the
Financial Advisors and the Listing Agents, the “Banks”), assume responsibility for the content of this
Prospectus pursuant to section 8 of the German Securities Prospectus Act (Wertpapierprospektgesetz), as well
as article 11 para. 1 of the Prospectus Regulation and declare that the information contained in this Prospectus
is, to best of their knowledge, in accordance with the facts and that the Prospectus makes no omissions likely to
affects its import.
45
2.2 Subject Matter of this Prospectus
This Prospectus relates to the admission to trading to the regulated market (Regulierter Markt) of the Frankfurt
Stock Exchange (Frankfurter Wertpapierbörse) (the “Frankfurt Stock Exchange”) with simultaneous
admission to the sub-segment of the regulated market with additional post-admission obligations (Prime
Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (the “Admission to Trading”) of
50,000 existing ordinary registered shares with no-par value (auf den Namen lautende Stückaktien) (the
“Existing Shares”) and 822,901,882 newly issued ordinary registered shares with no-par value (auf den Namen
lautende Stückaktien) from capital increases against contribution in kind resolved upon by an extraordinary
general meeting of the Company on November 5, 2021 (the “New Shares”, together with the Existing Shares,
the “Shares”). Each Existing Share represents a notional share of EUR 1.00 in the Company’s share capital per
no-par value share and carries full dividend rights as of March 25, 2021 (with International Securities
Identification Number (“ISIN”): DE000DTR0013). Each New Share represents a notional share of EUR 1.00 in
the Company’s share capital per no-par value share and carries full dividend rights as of January 1, 2022 (with
ISIN: DE000DTR0CK8). The Company’s Legal Entity Identifier (“LEI”) is 529900PW78JIYOUBSR24 and its
business address is at Fasanenweg 10, 70771 Leinfelden-Echterdingen, Federal Republic of Germany
(“Germany”) (telephone +49 711 8485 0; website: www.daimlertruck.com).
The New Shares will be issued in three capital increases, each against contribution in kind under the German
Stock Corporation Act (Aktiengesetz):
(i) in connection with a spin-off by absorption (Abspaltung zur Aufnahme) under the German Transformation
Act (Umwandlungsgesetz) (“Spin-off”) resulting in the issuance of 534,918,723 newly issued ordinary
registered shares with no-par value (the “New Spin-off Shares”),
(ii) in connection with a hive-down by absorption (Ausgliederung zur Aufnahme) under the German
Transformation Act (Umwandlungsgesetz) (“Hive-down”) resulting in the issuance of 233,936,002 newly
issued ordinary registered shares with no-par value (the “New Hive-down Shares”), and
(iii) by way of an additional ordinary capital increase against contribution in kind (“Capital Increase Against
Contribution in Kind III”) resulting in the issuance of 54,047,157 newly issued ordinary registered
shares with no-par value (the “New Capital Increase Shares”).
The 534,918,723 New Spin-off Shares, the 233,936,002 New Hive-down Shares and the 54,047,157 New
Capital Increase Shares will result in the 822,901,882 New Shares.
The Spin-off, Hive-down and Capital Increase Against Contribution in Kind III (together the “Demerger
Transactions”) will together form the key steps of a sequence of transaction steps, where each will become
effective upon registration with the relevant commercial register, which is expected in case of the Spin-off, the
Hive-down and the Capital Increase Against Contribution in Kind III on or about December 9, 2021 (the
“Demerger Transactions Effective Date”).
As a consequence of the Spin-off and Hive-down, Daimler AG with its registered seat (Sitz) in Stuttgart,
Germany, its registered office (Geschäftsanschrift) at Mercedesstraße 120, 70372 Stuttgart, Germany, and
registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Stuttgart,
Germany, under HRB 19360 (“Daimler AG”, together with its consolidated subsidiaries, “Daimler” or
“Daimler Group”), as transferor, will transfer shares in Daimler Truck AG, Stuttgart, together with its
subsidiaries carrying out Daimler’s Trucks & Buses business (“Daimler Truck AG”), to the Company as
transferee. As part of the Capital Increase Against Contribution in Kind III, Daimler Verwaltungsgesellschaft
für Grundbesitz mbH, Schönefeld (“Daimler Grund”), as transferor will transfer shares in Daimler Truck AG
to the Company as transferee. As consideration for the Spin-off, the shareholders of Daimler AG will receive a
part of the New Shares according to their proportional shareholding in Daimler AG, as consideration for the
Hive-down and Capital Increase Against Contribution in Kind III, Daimler AG and Daimler Grund will also
receive parts of the New Shares, respectively.
For more details regarding the Demerger Transactions, the Phase 1 Transactions and the Phase 2 Transactions,
see “3 Separation, Demerger Transactions and Admission to Trading”.
46
2.3 Validity of this Prospectus
The validity of this Prospectus will expire with the beginning of the trading of the Company’s Shares on
the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), which is expected
to occur on December 10, 2021, and no obligation to supplement this Prospectus in the event of
significant new factors, material mistakes or material inaccuracies will apply when this Prospectus is no
longer valid.
47
The aforementioned financial statements are included in the following section of this Prospectus “20 Financial
Information” beginning on page F-1.
Financial data in this Prospectus as of and for the fiscal years 2020, 2019 and 2018, as of and for the stub
period from March 25, 2021 to September 30, 2021, and for the nine months ended September 30, 2021 (i) if
presented as “audited”, is taken from the Audited Combined Financial Statements or from the Audited
Unconsolidated Financial Statements and (ii) if presented as “unaudited”, is taken or derived from the
Unaudited Condensed Interim Combined Financial Statements, the Group’s accounting records or its internal
management reporting systems or derived from the Audited Combined Financial Statements or derived from
the Audited Unconsolidated Financial Statements.
2.6 Sources of Market Data and Other Information from Third Parties
To the extent not otherwise indicated, the information contained in this Prospectus on the market environment,
market developments, market and economic growth rates, market trends and competition in the markets in
which the Group operates are based on the Company’s assessments and estimates. These assessments are, in
turn, based on publicly available sources, including, but not limited to, third-party studies or estimates that are
also primarily based on data or figures from publicly available sources. They are also based in part on privately
commissioned reports.
The following sources were used in the preparation of this Prospectus:
• American Bus Association, “Motorcoach Quarterly Sales Data,” dated December 2019, available at
https://www.buses.org/assets/images/uploads/pdf/Coachbuilder_2019Q4_-_Revised.pdf (“American
Bus Association”);
• Armstrong & Associates, “Global 3PL Market Size Estimates,” dated October 7, 2020, available at
https://www.3plogistics.com/3pl-market-info-resources/3pl-market-information/global-3pl-market-size-
estimates/ (“Armstrong & Associates 2020”);
• Barclays, “Recharging the LCV market with EVs,” dated December 14, 2020 (“Barclays 2020”);
• European Commission, “Sustainable mobility: The European Green Deal,” dated December 2019,
available at https://ec.europa.eu/commission/presscorner/api/files/attachment/860070/
Sustainable_mobility_en.pdf.pdf (“European Commission 2019”);
• Eurostat, “National Accounts (including GDP),” available at https://ec.europa.eu/eurostat/statistics-
explained/index.php?title=National_accounts_and_GDP#Developments_for_GDP_in_the_EU:_decline
_in_2020.2C_the_first_since_2013, last visited November 25, 2021 (“Eurostat”);
• Goldman Sachs, “Cars 2025,” available at https://www.goldmansachs.com/insights/technology-
driving-innovation/cars-2025/, last visited November 25, 2021 (“Goldman Sachs”);
• IHS Markit, “Medium Heavy Commercial Vehicle Industry Forecast,” dated November 2021 (“IHS
Markit”);
• IHS Markit, “Global Light Vehicle Sales Forecast October 2021,” dated October 2021 (“IHS Markit
2021”);
• Kraftfahrt-Bundesamt, “Stadtbusmarktzulassungen von Elektorfahrzeugen auf Kreisebene,” dated
September 2021 (“KBA”);
• McKinsey & Company, “Advanced driver-assistance systems: Challenges and opportunities ahead,”
dated February 19, 2016, available at https://www.mckinsey.com/industries/semiconductors/our-
insights/advanced-driver-assistance-systems-challenges-and-opportunities-ahead (“McKinsey 2016”);
• McKinsey & Company, “Route 2030- The Fast Track to the Future of the Commercial Vehicle
Industry,” dated September 2018, available at https://www.mckinsey.com/~/media/McKinsey/
Industries/Automotive%20and%20Assembly/Our%20I nsights/Route%202030%20The%20fast%
20track%20to%20the%20future%20of%20the%20commerci al%20vehicle%20industry/
Route%202030%20- %20The%20fast%20track%20to%20the%20future%20of%20the%20
commercial%20vehicle%20indu stry_vf.ashx (“McKinsey 2018”);
• McKinsey & Company, “Unlocking the full life-cycle value from connected-car data,” dated
February 11, 2021, available at https://www.mckinsey.com/industries/automotive-and-assembly/our-
insights/unlocking-the-full-life-cycle-value-from-connected-car-data (“McKinsey 2021”);
48
• Morgan Stanley, “Mapping Alternative Powertrain Adoption,” dated March 2, 2021 (“Morgan
Stanley 2021”);
• National Bureau of Statistics of China, “National Data,” available at https://data.stats.gov.cn/english/
easyquery.htm?cn=C01, last visited November 25, 2021 (“National Bureau of Statistics of China”);
• Organisation for Economic Co-operation and Development, “Looking to 2060: Long-term global
growth prospects—Bloomberg Brief,” available at https://www.oecd.org/economy/lookingto2060long-
termglobalgrowthprospects.htm, last visited November 25, 2021 (“OECD”);
• U.S. Bureau of Economic Analysis, “National Data,” available at https://apps.bea.gov/iTable/
iTable.cfm?reqid=19&step=2#reqid=19&step=2&isuri=1&1921=survey, last visited November 25,
2021 (“US BEA”);
• United Nations: Department of Economic and Social Affairs, “Growing at a slower pace, world
population is expected to reach 9.7 billion in 2050 and could peak at nearly 11 billion around 2100,”
dated June 17, 2019, available at https://www.un.org/development/desa/en/news/population/world-
population-prospects-2019.html (“UN 2019”);
• United States Department of Energy, “Alternative Fuels Data Center,” available at
https://afdc.energy.gov/data/, last visited November 25, 2021 (“US DoE”);
• United States Environment Protection Agency, “Fast Facts on Transportation Greenhouse Gas
Emissions,” dated June 2021, available at https://www.epa.gov/greenvehicles/fast-facts-transportation-
greenhouse-gas-emissions (“US EPA 2021”);
• University of South Florida, “Vehicle Average Replacement Schedule,” dated February 24, 2017,
available at https://www.usf.edu/administrative-services/documents/asbc-resources-field-equipment-
replacement.pdf (“University of South Florida”);
• World Bank, “Urban Development,” dated April 20, 2020, available at https://www.worldbank.org/en/
topic/urbandevelopment/overview (“World Bank 2020”);
• World Bank, “GDP growth (annual %),” available at https://data.worldbank.org/indicator/
NY.GDP.MKTP.KD.ZG?end=2020&locations=1W&name_desc=true&start=1961&view=chart, last
visited November 25, 2021 (“World Bank 2021”); and
• World Economic Forum, “Autonomous Trucks: An Opportunity to Make Road Freight Safer, Cleaner
and More Efficient,” dated March 2021, available at http://www3.weforum.org/docs/
WEF_Autonomous_Vehicle_Movement_Goods_2021.pdf (“World Economic Forum”).
This Prospectus also contains estimates of market data and information derived from these estimates that are
generally not available from publications issued by market research firms or from any other independent
sources. This information is based on the Group’s analysis and aggregation of local management feedback on
market position and ongoing market developments, adjusted and supplemented where necessary by a
combination of publicly available and non-public data (such analysis, the “Company Internal Analysis”) and,
as such, may differ from the estimates made by its competitors or from data collected in the future by various
market research firms or other independent sources. To the extent the Group derived or summarized the market
information contained in this Prospectus from a number of different studies, an individual study is not cited
unless the respective information can be taken from it directly. Statements in this Prospectus cited to IHS
Markit are based on unit sales.
Third-party sources generally state that the information they contain originates from sources assumed to be
reliable, but that the accuracy and completeness of such information is not guaranteed and that the calculations
continued therein are based on assumptions.
In this Prospectus, the term “market” refers to a geographic or economic area, as applicable, within which the
Group or another business conducts commercial dealings, rather than the “relevant market” as commonly
understood in the context of competition law analysis.
Irrespective of the assumption of responsibility for the content of this prospectus by the Company and the
Banks (see “2.1 Responsibility for the Content of this Prospectus”), neither the Company nor the Banks have
independently verified the market data and other information on which third parties have based their studies or
the external sources on which the Company’s own estimates are based or make any representation or give any
warranty as to the accuracy or completeness of such information. The information from third-party sources that
is cited here has been reproduced accurately. As far as the Company is aware and is able to ascertain from
49
information published by such third parties, no facts have been omitted that would render the reproduced
information included in this Prospectus inaccurate or misleading. Investors should nevertheless consider this
information carefully.
50
2.9.1 Definitions
51
APM Definition Relevance of its Use
Return on Sales (“RoS”) for RoS for the Industrial Business and The Group discloses RoS for the
the Industrial Business and each Automotive Segment is EBIT Industrial Business and each
each Automotive Segment for the Industrial Business or each Automotive Segment as the Group
Automotive Segment, as applicable, believes it is a meaningful financial
divided by revenue for the Industrial measure to evaluate the operating
Business or the respective profitability of the Industrial
Automotive Segment, as applicable. Business and each Automotive
RoS for the Industrial Business Segment. The Group understands
includes the impact of Reconciliation that this measure is broadly used by
for the Group without allocating any analysts, rating agencies and
Reconciliation amounts to the investors in comparing the operating
Financial Services segment. profitability of the Group’s Industrial
Business and each Automotive
Segment with competitors and across
segments.
Adjusted Return on Sales Adj. RoS for the Industrial Business The Group discloses Adj. RoS for
(“Adj. RoS”) for the and each Automotive Segment is the Industrial Business and each
Industrial Business and each Adj. EBIT for the Industrial Automotive Segment as the Group
Automotive Segment Business or each Automotive believes it provides a more
Segment divided by revenue of the transparent presentation of the
Industrial Business or each ongoing operating profitability of the
Automotive Segment, respectively. Industrial Business and each
Adj. RoS for the Industrial Business Automotive Segment activities over
includes the impact of Reconciliation time and across segments by
for the Group without allocating any excluding significant results for legal
Reconciliation amounts to the proceedings and related measures,
Financial Services segment. restructuring measures and M&A
transactions that are not expected to
occur on a regular recurring basis.
Return on Equity (“RoE”) RoE for the Financial Services The Group discloses RoE for the
for the Financial Services segment is calculated as EBIT for Financial Services segment as the
segment the Financial Services segment Group believes it is a meaningful
divided by the average equity for financial measure to evaluate the
the Financial Services segment. For operating performance of its
the periods until December 31, Financial Services segment.
2020, average equity is defined as
the average of the equity for the
Financial Services segment at the
beginning of the period and at the
end of the period. From January 1,
2021, average equity is defined as
the average of the quarterly average
equity for each period. For each
interim period, the EBIT for the
Financial Services segment used for
the calculation of the RoE is
annualized.
Adjusted RoE (“Adj. RoE”) Adj. RoE for the Financial Services The Group discloses Adj. RoE for
for the Financial Services segment is Adj. EBIT for the the Financial Services segment as
segment Financial Services segment divided the Group believes it is a
by average equity for the Financial meaningful financial measure to
Services segment. For the periods evaluate the ongoing operating
until December 31, 2020, average performance of its Financial Services
equity is defined as the average of segment over time and to provide a
the equity for the Financial Services more transparent presentation by
segment at the beginning of the excluding significant results for legal
period and at the end of the period. proceedings and related measures,
52
APM Definition Relevance of its Use
From January 1, 2021, average restructuring measures and M&A
equity is defined as the average of transactions that are not expected to
the quarterly average equity for each occur on a regular recurring basis.
period. For each interim period, the
Adj. EBIT for the Financial Services
segment used for the calculation of
the RoE is annualized.
Free cash flow (“FCF”) for FCF for the Industrial Business is The Group believes FCF for the
the Industrial Business defined as the free cash flow for the Industrial Business provides
Group minus the free cash flow for meaningful information to investors
the Financial Services segment. The as it is a measure of cash generated
free cash flow for the Group and the by the Industrial Business. The
free cash flow for the Financial measure gives an indication of the
Services segment, respectively, each cash generating ability of the
consist of the sum of cash provided Group’s Industrial Business. It is
by operating activities, cash used for also taken into consideration when
investing activities, changes in setting the dividend.
marketable debt securities and
similar investments, right-of-use
assets, and other adjustments for the
Group or the Financial Services
segment, as applicable. The cash
flows from sales and purchases of
marketable debt securities and
similar investments included in cash
flows from investing activities are
deducted, as those securities are
allocated to liquidity. On the other
hand, effects in connection with the
recognition and measurement of
right-of-use assets, which result from
the change in lessee accounting and
are largely non-cash items, are
included. FCF for the Industrial
Business includes the impact of
Reconciliation for the Group without
allocating any Reconciliation
amounts to the Financial Services
segment.
Adjusted FCF (“Adj. FCF”) Adj. FCF for the Industrial Business The Group believes Adj. FCF
for the Industrial Business is based on FCF for the Industrial provides meaningful information to
Business as adjusted to exclude investors as it is a measure of cash
significant cash payments for legal generated by the Industrial Business
proceedings and related measures, which excludes effects from
restructuring measures and M&A transactions that are not expected to
transactions that are not expected to occur on a regular recurring basis.
occur on a regular recurring basis. Therefore, the measure gives an
Adjusted FCF for the Industrial indication of the long-term cash
Business includes the impact of generating ability of the Group’s
Reconciliation for the Group without Industrial Business.
allocating any Reconciliation
amounts to the Financial Services
segment.
Cash flow before Interest CFBIT for the Industrial Business is CFBIT for the Industrial Business is
and Taxes (“CFBIT”) for defined as EBIT for the Industrial a measure of the cash flow
the Industrial Business Business adjusted for change in performance for the Industrial
working capital, net financial Business and is used to calculate
53
APM Definition Relevance of its Use
investments, net investments in Adj. CCR for the Industrial
property, plant and equipment Business.
(“PP&E”) and intangible assets,
depreciation and amortization/
impairments and other for the
Industrial Business. CFBIT for the
Industrial Business includes the
impact of Reconciliation for the
Group without allocating any
Reconciliation amounts to the
Financial Services segment.
Technically, CFBIT for the Industrial
Business is calculated as CFBIT of
the Group minus CFBIT of the
Financial Services segment.
Adjusted CFBIT (“Adj. Adj. CFBIT for the Industrial The Group believes Adj. CFBIT
CFBIT”) for the Industrial Business is defined as CFBIT for provides meaningful information to
Business the Industrial Business adjusted to investors. The Group excludes
exclude significant cash payments significant cash payments for legal
for legal proceedings and related proceedings and related measures,
measures, restructuring measures and restructuring measures and M&A
M&A transactions that are not transactions that are not expected to
expected to occur on a regular occur on a regular recurring basis to
recurring basis. Adj. CFBIT for the enhance the ability of investors to
Industrial Business includes the compare the cash generating ability
impact of Reconciliation for the of the Industrial Business over time.
Group without allocating any
Reconciliation amounts to the
Financial Services segment.
Adjusted Cash Conversion Adj. CCR for the Industrial Business The Group believes Adj. CCR for
Rate (“Adj. CCR”) for the is the ratio of Adj. CFBIT for the the Industrial Business is an
Industrial Business Industrial Business to Adj. EBIT for important financial measure for
the Industrial Business. ongoing cash flow performance since
it indicates the ability of the
Industrial Business to turn ongoing
profits into ongoing cash flow by
excluding significant legal
proceedings and related measures,
restructuring measures and M&A
transactions that are not expected to
occur on a regular recurring basis.
Investments in PP&E for Investments in PP&E for the Group The Group discloses Investments in
the Group (“Investments include the additions to property, PP&E for the Group as the Group
in PP&E”) plant and equipment as presented in believes it is a meaningful financial
the combined statement of cash measure to evaluate the financial
impact of investments in its
flows in the Combined Financial
production and infrastructure
Statements.
projects.
Research and development Research and development costs for The Group discloses Research and
costs for the Group the Group includes the research and development costs for the Group as
non-capitalized development costs as it believes it is a meaningful
presented in the combined statement financial measure to evaluate the
of income in the Combined activities to strengthen its
Financial Statements as well as the competitive position with respect to
capitalized development costs for the key technologies and
Group. transformational challenges over
time.
54
APM Definition Relevance of its Use
Capitalization Ratio for the Capitalization Ratio for the Group is The Group discloses the
Group (“Capitalization defined as the ratio of capitalized Capitalization Ratio for the Group as
Ratio”) development cost for the Group to it believes it is a meaningful
Research and development costs for financial measure to evaluate the
the Group.
Group’s ratio of development costs
for which a concrete and profitable
marketing opportunity is seen (and
which therefore qualify for
capitalization) in relation to the
Group’s total research and
development costs.
Research and development Research and development costs for The Group discloses Research and
costs for the Industrial the Industrial Business include the development costs for the Industrial
Business research and non-capitalized Business as it believes it is a
development costs as presented in meaningful financial measure to
the combined statement of income in evaluate the Industrial Business’
the Combined Financial Statements activities to strengthen its
as well as the capitalized competitive position with respect to
development costs for the Industrial key technologies and
Business. Research and development transformational challenges over
costs for the Industrial Business time.
includes the impact of Reconciliation
for the Group without allocating any
Reconciliation amounts to the
Financial Services segment.
Research and development Research and development costs The Group discloses Research and
costs (EBIT view) for the (EBIT view) for the Group includes development costs (EBIT view) for
Group research and non-capitalized the Group as it believes it is a
development costs as presented in meaningful financial measure to
the combined statement of income in evaluate the Group’s activities to
the Combined Financial Statements strengthen its competitive position
as well as amortization on with respect to key technologies and
capitalized development costs for the transformational challenges over
Group. time.
Research and development costs for
the Group (EBIT view) is simplified
and assumes that only amortization
on capitalized development costs
occurred and that no further
depreciation and amortization on
research and development costs
related other assets/ liabilities exist.
Equity ratio for the Group, Equity ratio for the Group, Equity The Group discloses Equity ratio for
Equity ratio for the ratio for the Industrial Business and the Group, Equity ratio for the
Industrial Business and Equity ratio Financial Services Industrial Business and Equity ratio
Equity ratio for the segment are defined as the equity of Financial Services segment as it
Financial Services segment the Group, Industrial Business or believes they are meaningful
Financial Services segment, financial measures to evaluate and
respectively, divided by the assets of steer the capital structure of the
the Group, Industrial Business or Group, Industrial Business and
Financial Services segment, Financial Services segment.
respectively. Technically, equity for
the Industrial Business is calculated
as equity of the Group minus equity
of the Financial Services segment.
Equity ratio for the Industrial
55
APM Definition Relevance of its Use
Business includes the impact of
Reconciliation for the Group without
allocating any Reconciliation
amounts to the Financial Services
segment.
Group gross liquidity Group gross liquidity is defined as The Group discloses Group gross
the sum of cash and cash liquidity as it believes it is the
equivalents and marketable debt component of a meaningful financial
securities and similar investments as measure to evaluate the gross
presented in the combined statement liquidity of the Group.
of financial position in the
Combined Financial Statements.
Leverage for the Financial Leverage for the Financial Services The Group discloses Leverage for
Services segment segment is defined as the sum of the Financial Services segment to
current and non-current financing enable the assessment of the
liabilities for the Financial Services Financial Services segment’s ability
segment divided by equity for the to meet its financial obligations and
Financial Services segment the Financial Services segment’s
capital structure.
Illustrative Group gross Illustrative Group gross liquidity is The Group discloses Illustrative
liquidity defined as Group gross liquidity Group gross liquidity as it believes
adjusted for the effects of future it is a meaningful financial measure
capital and liquidity funding to demonstrate the effect of the
measures, remaining purchase price spin-off on Group gross liquidity.
payments in relation Phase 1
transactions and certain other
measures relating to the spin-off, all
taken or to be taken after
September 30, 2021, but prior to the
spin-off date. Illustrative Group
gross liquidity does not include
operating cash flow of the fourth
quarter of 2021 and effects related
to refinancing financial liabilities at
Daimler Truck Financial Services.
Group net debt Group net debt is defined as Group The Group discloses Group net debt
gross liquidity minus the sum of as it believes it is a meaningful
current and non-current financing financial measure to evaluate the
liabilities as presented in the capital structure of the Group.
combined statement of financial
position in the Combined Financial
Statements and market valuation and
currency hedges for financing
liabilities.
Gross liquidity for the Gross liquidity for the Industrial The Group discloses Gross liquidity
Industrial Business Business is defined as the sum of for the Industrial Business as it
cash and cash equivalents for the believes it is the component of a
Industrial Business and marketable meaningful financial measure to
debt securities and similar evaluate the gross liquidity for the
investments for the Industrial Industrial Business.
Business. Gross liquidity for the
Industrial Business includes the
impact of Reconciliation for the
Group without allocating any
Reconciliation amounts to the
Financial Services segment.
56
APM Definition Relevance of its Use
Net liquidity for the Net liquidity for the Industrial The Group discloses Net liquidity
Industrial Business Business is defined as Gross for the Industrial Business as it
liquidity for the Industrial Business believes it is a meaningful financial
minus the sum of current and non- measure to identify excess liquidity
current financing liabilities for the that is not tied up by financing
Industrial Business and market liabilities and is not being used in
valuation and currency hedges for the operative business of the
financing liabilities for the Industrial Industrial Business.
Business. Net liquidity for the
Industrial Business includes the
impact of Reconciliation for the
Group without allocating any
Reconciliation amounts to the
Financial Services segment.
Illustrative net liquidity for Illustrative net liquidity for the The Group discloses Illustrative net
the Industrial Business Industrial Business is defined as Net liquidity for the Industrial Business
liquidity for the Industrial Business as it believes it is a meaningful
adjusted for the effects of future financial measure to demonstrate the
capital and liquidity funding effect of the spin-off on the net
measures, remaining purchase price liquidity for the Industrial Business.
payments in relation Phase 1
transactions and certain other
measures relating to the spin-off, all
taken or to be taken after
September 30, 2021, but prior to the
spin-off date. Illustrative net
liquidity for the Industrial Business
does not include operating cash flow
of fourth quarter 2021 and effects
related to refinancing financial
liabilities at Daimler Truck Financial
Services.
Funded status Funded status is defined as the The Group discloses Funded status
present value of the defined benefit as it believes it is a meaningful
obligations and fair value of plan financial measure to evaluate net
assets as presented in the Combined liability for the defined benefit
Financial Statements. pension liability plans.
Funding ratio Funding ratio is defined as the fair The Group discloses funding ratio as
value of plan assets divided by the it believes it is a meaningful
present value of the defined benefit financial measure to evaluate
obligations. percentage of the fair value of the
defined benefit obligation that is
covered by the fair value of plan
assets.
2.9.2 Overview and Reconciliations
These APMs are presented as (i) they are used by the Company’s management to measure operating
performance and liquidity and identify trends, including in presentations to the members of the Company’s
Management Board and the Company’s Supervisory Board, and as a basis for making strategic decisions,
(ii) management believes that these measures provide an enhanced understanding of the Group’s underlying
results and related trends, and (iii) management believes they represent similar measures that are widely used
by securities analysts, investors and other interested parties as supplemental measures of operating and financial
performance. These APMs may enhance management’s and investors’ understanding of the Group’s financial
performance and liquidity by excluding items that are outside of the Group’s ongoing operations, such as taxes
on income, costs of capital, non-cash expenses, gains and losses from M&A transactions, restructuring
expenses and payments and other non-recurring and special items.
57
However, these APMs are not measures based on IFRS, German GAAP or any other generally accepted
accounting principles, and should not be considered as an alternative to the historical financial results or other
indicators of the Group’s performance based on IFRS measures. They should not be considered as alternatives
to net profit/loss as indicators of the Group’s performance or profitability or as alternatives to cash flows used
for/provided by operating, investing or financing activities as an indicator of the Group’s liquidity. The APM,
as defined by the Group, may not be comparable to similarly titled measures as presented by other companies
due to differences in the way the Group’s APMs are calculated. Even though the APMs are used by
management to assess ongoing operating performance and liquidity and these types of measures are commonly
used by investors, they have important limitations as analytical tools, and they should not be considered in
isolation or as substitutes for analysis of the Group’s results or cash flows as reported under IFRS.
The table below sets out the figures for APMs for the Group and its segments that are based on the Combined
Financial Statements.
58
As at and for the
As at and for the year ended nine months ended
December 31 September 30
2020 2019 2018 2021 2020
EUR millions, except where indicated
(unaudited, except where indicated)
Leverage for the Financial Services segment . . . . 10.9x 10.9x 10.5x 8.2x n/a
Group gross liquidity . . . . . . . . . . . . . . . . . . . 7,504 5,823 3,460 5,842 n/a
Group net debt . . . . . . . . . . . . . . . . . . . . . . . (12,915) (17,401) (15,848) (12,946) n/a
Illustrative Group gross liquidity . . . . . . . . . . . n/a(4) n/a(4) n/a(4) 6,753 n/a
Gross liquidity for the Industrial Business . . . . . 7,368 5,761 3,387 5,758 n/a
Net liquidity for the Industrial Business . . . . . . . 1,570 338 (485) 1,010 n/a
Illustrative net liquidity for the Industrial Business n/a(5) n/a(5) n/a(5) 5,164 n/a
Funded status . . . . . . . . . . . . . . . . . . . . . . . . (2,911) (2,500) (1,872) (2,130) n/a
Funding ratio . . . . . . . . . . . . . . . . . . . . . . . . 66.0% 67.9% 71.8% 73.4% n/a
Notes:
(1) Audited.
(2) From January 1, 2021, Average Equity for the Financial Services segment of the period is defined as the average of the quarterly
average equity for each period.
(3) For the nine months ended September 30, 2021 and 2020, the EBIT for the Financial Services segment used for the calculation of
the RoE is annualized.
(4) Illustrative Group gross liquidity is not applicable for this period, as it includes adjustments for the separation of the Group from
Daimler Group which are not reflected in the Combined Financial Statements as they are taken or to be taken after September 30,
2021.
(5) Illustrative net liquidity for the Industrial Business is not applicable for this period, as it includes adjustments for the separation
of the Group from Daimler Group which are not reflected in the Combined Financial Statements as they are taken or to be taken
after September 30, 2021.
2.9.2.1 (Adj.) EBIT for the Group, the Industrial Business and each Automotive Segment; (Adj.) RoS
for the Industrial Business and each Automotive Segment
The table below shows the reconciliation of EBIT and Adj. EBIT for the Group to revenue for the years ended
December 31, 2020, 2019 and 2018 and for the nine months ended September 30, 2021 and 2020.
Notes:
(1) Unaudited.
(2) Relate to restructuring measures in connection with the Group’s cost optimization programs.
(3) Relate to non-recurring expenses from the separation of the Group from the Daimler Group.
59
The tables below show the reconciliation of EBIT and Adj. EBIT to revenue as well as the calculation of RoS
and Adj. RoS for the years ended December 31, 2020, 2019 and 2018 and for the nine months ended
September 30, 2021 and 2020, for the Industrial Business and each Automotive Segment.
(Adj.) EBIT; (Adj.) RoS—For the nine months ended September 30, 2021
Industrial
TN MB TA DB Reconciliation Business(5)
EUR millions
(unaudited)
Revenue . . . . . . . . . . . . . . . . . . . . . 11,185 11,788 4,355 2,043 (1,811) 27,561
Cost of sales . . . . . . . . . . . . . . . . . . (9,127) (9,975) (3,453) (1,799) 1,782 (22,572)
Gross profit . . . . . . . . . . . . . . . . . . 2,057 1,813 902 244 (29) 4,988
EBIT . . . . . . . . . . . . . . . . . . . . . . 1,205 330 316 (74) 1,043 2,819
RoS (in %)(1) . . . . . . . . . . . . . . . . . 10.8 2.8 7.2 (3.6) (57.6) 10.2
Legal proceedings and related measures — — — — — —
Restructuring measures(3) . . . . . . . . . . — 95 — 6 15 116
M&A transactions(4) . . . . . . . . . . . . . — 109 — 15 (1,223) (1,098)
Adj. EBIT . . . . . . . . . . . . . . . . . . . 1,205 534 316 (53) (165) 1,837
(2)
Adj. RoS (in %) .... ..... .... 10.8 4.5 7.2 (2.6) 9.1 6.7
Notes:
(1) Defined as EBIT divided by Revenue.
(2) Defined as Adj. EBIT divided by Revenue.
(3) Relate to restructuring measures in connection with the Group’s cost optimization programs.
(4) Relate to non-recurring expenses from the separation of the Group from the Daimler Group.
(5) Includes the impact of Reconciliation for the Group without allocating any Reconciliation amounts to the Financial Services
segment.
(Adj.) EBIT; (Adj.) RoS—For the nine months ended September 30, 2020
Industrial
TN MB TA DB Reconciliation Business(4)
EUR millions
(unaudited)
Revenue . . . . . . . . . . . . . . . . . . . . . 9,823 9,372 4,097 2,277 (1,334) 24,236
Cost of sales . . . . . . . . . . . . . . . . . . (8,281) (8,627) (3,303) (1,900) 1,329 (20,781)
Gross profit . . . . . . . . . . . . . . . . . . 1,542 745 794 378 (5) 3,455
EBIT . . . . . . . . . . . . . . . . . . . . . . . 636 (610) 42 24 (93) (0)
RoS (in %)(1) . . . . . . . . . . . . . . . . . 6.5 (6.5) 1.0 1.1 6.9 (0.0)
Legal proceedings and related measures . — — — — — —
Restructuring measures(3) . . . . . . . . . . — 56 — — 15 71
M&A transactions . . . . . . . . . . . . . . . — — — — — —
Adj. EBIT . . . . . . . . . . . . . . . . . . . 636 (554) 42 24 (78) 70
(2)
Adj. RoS (in %) .. .... ..... ... 6.5 (5.9) 1.0 1.1 5.8 0.3
Notes:
(1) Defined as EBIT divided by Revenue.
(2) Defined as Adj. EBIT divided by Revenue.
(3) Relate to restructuring measures in connection with the Group’s cost optimization programs.
(4) Includes the impact of Reconciliation for the Group without allocating any Reconciliation amounts to the Financial Services
segment.
60
(Adj.) EBIT; (Adj.) RoS—For the year ended December 31, 2020
Industrial
TN MB TA DB Reconciliation Business(5)
EUR millions
(unaudited, except where indicated)
Revenue(1) . . . . . . . . . . . . . . . . . . 13,847 13,790 5,579 3,438 (1,848) 34,806
Cost of sales . . . . . . . . . . . . . . . . . (11,542) (12,320) (4,548) (2,906) 1,826 (29,490)
Gross profit . . . . . . . . . . . . . . . . . 2,305 1,471 1,031 532 (22) 5,317
(1)
EBIT ..... .... ..... .... .. 1,015 (372) 32 67 (239) 501
RoS (in %)(2) . . . . . . . . . . .... .. 7.3 (2.7) 0.6 1.9 12.9 1.4
Legal proceedings and related
measures . . . . . . . . . . . . .... .. — — — — — —
Restructuring measures(4) . . . .... .. — 141 6 — 7 153
M&A transactions . . . . . . . .... .. — — — — — —
Adj. EBIT . . . . . . . . . . . . . . . . . . 1,015 (232) 37 67 (232) 655
(3)
Adj. RoS (in %) . ..... .... .. 7.3 (1.7) 0.7 1.9 12.6 1.9
Notes:
(1) Audited, except Industrial Business.
(2) Defined as EBIT divided by Revenue.
(3) Defined as Adj. EBIT divided by Revenue.
(4) Relate to restructuring measures in connection with the Group’s cost optimization programs.
(5) Includes the impact of Reconciliation for the Group without allocating any Reconciliation amounts to the Financial Services
segment.
(Adj.) EBIT; (Adj.) RoS—For the year ended December 31, 2019
Industrial
TN MB TA DB Reconciliation Business(4)
EUR millions
(unaudited, except where indicated)
Revenue(1) . . . . . . . . . . . . . . . . . . 19,370 16,806 6,638 4,644 (2,605) 44,853
Cost of sales . . . . . . . . . . . . . . . . . (15,668) (14,563) (5,278) (3,720) 2,621 (36,609)
Gross profit . . . . . . . . . . . . . . . . . 3,702 2,243 1,360 923 16 8,244
(1)
EBIT . . . . . . . . . . . . . . .. .... 2,237 72 154 284 (147) 2,600
RoS (in %)(2) . . . . . . . . . . .. .... 11.5 0.4 2.3 6.1 5.6 5.8
Legal proceedings and related
measures . . . . . . . . . . . . .. .... — — — — — —
Restructuring measures . . . . .. .... — — — — — —
M&A transactions . . . . . . . .. .... — — — — — —
Adj. EBIT . . . . . . . . . . . . . . . . . . 2,237 72 154 284 (147) 2,600
Adj. RoS (in %)(3) . . . . . . . . . . . . 11.5 0.4 2.3 6.1 5.6 5.8
Notes:
(1) Audited, except Industrial Business.
(2) Defined as EBIT divided by Revenue.
(3) Defined as Adj. EBIT divided by Revenue.
(4) Includes the impact of Reconciliation for the Group without allocating any Reconciliation amounts to the Financial Services
segment.
61
(Adj.) EBIT; (Adj.) RoS—For the year ended December 31, 2018
Industrial
TN MB TA DB Reconciliation Business(4)
EUR millions
(unaudited, except where indicated)
Revenue(1) . . . . . . . . . . . . . . . . . . 17,080 16,724 6,744 4,383 (2,431) 42,500
Cost of sales . . . . . . . . . . . . . . . . . (13,889) (14,237) (5,379) (3,517) 2,373 (34,648)
Gross profit . . . . . . . . . . . . . . . . . 3,191 2,487 1,365 866 (58) 7,851
(1)
EBIT . . . . . . . . . . . . . . .. .... 1,821 524 328 295 (444) 2,524
RoS (in %)(2) . . . . . . . . . . .. .... 10.7 3.1 4.9 6.7 18.3 5.9
Legal proceedings and related
measures . . . . . . . . . . . . .. .... — — — — — —
Restructuring measures . . . . .. .... — — — — — —
M&A transactions . . . . . . . .. .... — — — — — —
Adj. EBIT . . . . . . . . . . . . . . . . . . 1,821 524 328 295 (444) 2,524
(3)
Adj. RoS (in %) ... ..... .... 10.7 3.1 4.9 6.7 18.3 5.9
Notes:
(1) Audited, except Industrial Business.
(2) Defined as EBIT divided by Revenue.
(3) Defined as Adj. EBIT divided by Revenue.
(4) Includes the impact of Reconciliation for the Group without allocating any Reconciliation amounts to the Financial Services
segment.
62
2.9.2.2 (Adj.) EBIT for the Financial Services segment; (Adj.) RoE for the Financial Services segment
The table below shows the reconciliation from Adj. EBIT to EBIT for the Financial Services segment and the
calculation of RoE and Adj. RoE for the Financial Services segment for the years ended December 31, 2020,
2019 and 2018 and for the nine months ended September 30, 2021 and 2020.
Notes:
(1) Audited.
(2) Relate to restructuring measures in connection with the Group’s cost optimization programs.
(3) From January 1, 2021, Average Equity for the Financial Services segment of the period is defined as the average of the quarterly
average equity for each period.
(4) For the nine months ended September 30, 2021 and 2020, the EBIT for the Financial Services segment used for the calculation of
the RoE is annualized.
63
2.9.2.3 (Adj.) FCF for the Industrial Business
The table below shows the reconciliation of FCF for the Industrial Business and Adj. FCF for the Industrial
Business to the combined statement of cash flows in the Combined Financial Statements for the years ended
December 31, 2020, 2019 and 2018 and for the nine months ended September 30, 2021 and 2020.
Notes:
(1) Audited.
(2) Consists of adjustments for purchase/sale of share in subsidiaries, finance leases in accordance with IAS 17 for the year ended
December 31, 2018 and other.
(3) Relate to restructuring measures in connection with the Group’s cost optimization programs.
(4) Relate to non-recurring expenses arising in connection with the separation of the Group from the Daimler Group.
64
2.9.2.4 (Adj.) CFBIT for the Industrial Business; Adj. CCR for the Industrial Business
The tables below show the reconciliation of CFBIT and Adj. CFBIT for the Industrial Business to EBIT for the
Industrial Business as well as the calculation of the Adj. CCR for the Industrial Business for the years ended
December 31, 2020, 2019 and 2018 and for the nine months ended September 30, 2021 and 2020.
65
For the nine months
For the year ended December 31 ended September 30
2020 2019 2018 2021 2020
EUR millions EUR millions
(unaudited) (unaudited)
EBIT for the Industrial Business . . . . . . . 501 2,600 2,524 2,819 (0)
Change in Working Capital for the Industrial
Business(3) . . . . . . . . . . . . . . . . . . . . . 1,083 (121) (513) (1,375) 730
Net financial investments for the Industrial
Business(3) . . . . . . . . . . . . . . . . . . . . . (78) (138) (24) 672 (69)
Net investments in property, plant and
equipment and intangible assets for the
Industrial Business(3) . . . . . . . . . . . . . . . (869) (1,440) (1,294) (503) (507)
Depreciation and amortization/impairments for
the Industrial Business(3) . . . . . . . . . . . . 1,318 1,305 1,096 706 985
Other for the Industrial Business(3) . . . . . . . 546 186 (135) (1,138) (223)
CFBIT for the Industrial Business . . . . . . 2,502 2,393 1,654 1,181 916
Legal proceedings and related measures . . . . — — — — —
Restructuring measures(1) . . . . . . . . . . . . . — — — 130 —
M&A transactions(2) . . . . . . . . . . . . . . . . . — — — (684) —
Adj. CFBIT for the Industrial Business . . . 2,502 2,393 1,654 627 916
/ Adj. EBIT for the Industrial Business . . . . 655 2,600 2,524 1,837 70
Adj. CCR Industrial Business . . . . . . . . . 3.8x 0.9x 0.7x 0.3x 13.0x
Notes:
(1) Relate to restructuring measures in connection with the Group’s cost optimization programs.
(2) Relate to non-recurring expenses from the separation of the Group from the Daimler Group.
(3) Includes the impact of Reconciliation for the Group without allocating any Reconciliation amounts to the Financial Services
segment.
Notes:
(1) Consists of Additions to property, plant and equipment as presented in the combined statement of cash flows in the Combined
Financial Statements.
66
2.9.2.6 Research and development costs for the Group and for the Industrial Business; Capitalization
Ratio
The table below shows the calculations of Research and development costs for the Group, for the Industrial
Business and the Capitalization Ratio for the years ended December 31, 2020, 2019 and 2018 and for the nine
months ended September 30, 2021 and 2020.
Notes:
(1) Audited.
(2) Defined as Capitalized development cost divided by Research and development costs for the Group.
(3) Includes the impact of Reconciliation for the Group without allocating any Reconciliation amounts to the Financial Services
segment.
67
2.9.2.7 Research and development costs (EBIT view) for the Group
The table below shows the calculations of Research and development costs (EBIT view) for the Group for the
years ended December 31, 2020, 2019 and 2018 and for the nine months ended September 30, 2021 and 2020.
Notes:
(1) Audited.
2.9.2.8 Equity ratio for the Group, Industrial Business and Financial Services segment
The table below shows the calculations of the Equity ratio for the Group, Industrial Business and Financial
Services segment for the years ended December 31, 2020, 2019 and 2018 and for the nine months ended
September 30, 2021.
As at
As at December 31 September 30
2020 2019 2018 2021
EUR millions EUR millions
(unaudited, except where indicated) (unaudited)
Total equity(1) . . . . . . . . . . . . . . . . . . . . . . . . 8,708 10,345 9,332 11,012
/ Total assets(1) . . . . . . . . . . . . . . . . . . . . . . . 49,989 55,367 49,972 50,817
Equity ratio for the Group (in %) . . . . . . . . . 17.4 18.7 18.7 21.7
Notes:
(1) Audited.
(2) Includes the impact of Reconciliation for the Group without allocating any Reconciliation amounts to the Financial Services
segment.
68
2.9.2.9 Leverage for the Financial Services segment
The table below shows the calculations of the Leverage for the Financial Services segment for the years ended
December 31, 2020, 2019 and 2018 and for the nine months ended September 30, 2021.
As at
As at December 31 September 30
2020 2019 2018 2021
EUR millions
(unaudited)
Total Liabilities for the Financial Services segment(1) . . . . . . 14,621 17,801 15,436 14,040
/ Equity for the Financial Services segment . . . . . . . . . . . . 1,338 1,637 1,468 1,713
Leverage for the Financial Services segment . . . . . . . . . . 10.9x 10.9x 10.5x 8.2x
Notes:
(1) Consists of current and non-current financing liabilities for the Financial Services segment.
As at
As at December 31 September 30
2020 2019 2018 2021
EUR millions EUR millions
(unaudited, except where indicated) (unaudited)
Cash and cash equivalents(1) . . . . . . . . . . . . . . 1,663 1,094 548 1,475
Marketable debt securities and similar
investments(2) . . . . . . . . . . . . . . . . . . . . . . 5,841 4,729 2,912 4,368
Group gross liquidity . . . . . . . . . . . . . . . . . . 7,504 5,823 3,460 5,842
Notes:
(1) Audited.
(2) Consists of current and non-current marketable debt securities and similar investments as included in the combined statement of
financial position in the Combined Financial Statements.
(3) Consists of current and non-current financing liabilities as included in the combined statement of financial position in the
Combined Financial Statements.
69
2.9.2.11 Illustrative Group gross liquidity
The table below shows the calculations of the Illustrative Group gross liquidity for the years ended
December 31, 2020, 2019 and 2018 and for the nine months ended September 30, 2021.
As at
As at December 31 September 30
2020 2019 2018 2021
EUR millions
(unaudited)
Group gross liquidity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,504 5,823 3,460 5,842
Capital and liquidity funding measures(1) . . . . . . . . . . . . . . . . . — — — 5,380
Effects for the remaining Phase 1 acquisitions(2) . . . . . . . . . . . . — — — (1,564)
Other(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — (2,905)
Illustrative Group gross liquidity . . . . . . . . . . . . . . . . . . . . n/a(4) n/a(4) n/a(4) 6,753
Notes:
(1) Represents the effects of payments from Daimler AG to Daimler Truck AG for the capital and liquidity funding measures prior to
the consummation of the Demerger Transactions comprised of (i) a EUR 1,987 million contribution to equity (capital reserves) to
enable Daimler Truck AG (or its subsidiaries) to acquire and build up the commercial vehicle-related financial services business
and to acquire companies, business activities and economic goods (including rights to use trademarks and patents) attributable to
the trucks and buses division, (ii) a EUR 250 million contribution to equity (capital reserves) to strengthen the assets held to
cover Daimler Truck Group’s pension obligations, and (iii) a EUR 3,143 million contribution to equity (capital reserves) to ensure
that Daimler Truck AG has an adequate equity base.
(2) Represents the cash effects of (i) the purchase price payments of EUR 102 million relating to the acquisition of Mercedes-Benz
Research and Development India Private Limited, (ii) the purchase price payment of EUR 5 million relating to the acquisition of
Mercedes-Benz Parts Logistics Eastern Europe s.r.o., (iii) the net cash proceeds of EUR 10 million relating to the disposal of
Daimler Commercial Vehicles South East Asia Pte. Ltd., (iv) the purchase price payment for the fund and cost investments in the
amount of EUR 41 million to Daimler Truck Group and (v) the cash payment of EUR 1,425 million for the purchase price with
respect to share deals or asset deals for the acquisitions of the Financial Services Business in the context of the Phase 1
Transactions minus “financing liabilities allocated based on a target equity ratio”, which are already part of the Unaudited
Condensed Interim Combined Financial Statements, see Note 2 (Basis of Preparation) and Note 27 (Financing Liabilities) of the
Audited Combined Financial Statements and Note 21 (Financing Liabilities) of the Unaudited Condensed Interim Combined
Financial Statements for further information. Effects of refinancing financial liabilities replacing “financial liabilities allocated
based on a target equity ratio” at Daimler Truck Financial Services at the time of the legal reorganization and as part of the
financing of the preliminary purchase price through external debt, that is predominantly the effects of increases in the portfolio
assets at Daimler Truck Financial Services subsequent to September 30, 2021 and prior to the legal transfer date and as such
subject to the finalization of the purchase price determination that will occur subsequent to the finalization of this Prospectus, are
not taken into account. Therefore, the amounts described in the foregoing sentence and the preliminary purchase prices for
(ii) and (v) are determined based on preliminary valuations and therefore may differ from the final amounts, in particular because
the changes from current operations are not taken into account.
(3) Represents the effects of (i) a cash contribution in the amount of EUR 215 million from Daimler Grund Services GmbH to
Daimler Truck AG for a non-controlling share of 10.1% in each of the Gamma Partnerships and
Grundstücksverwaltungsgesellschaft EvoBus GmbH & Co. OHG, (ii) the settlement and termination of cash pooling arrangements
as well as other financial liabilities between the Daimler Group and the Daimler Truck Group, of which EUR 4,227 million
correspond to cash pooling receivables and EUR 3,243 million to cash pooling liabilities and loan payables of Daimler Truck
Group (excluding the Financial Services segment), (iii) the cash effects of the Agreement on the Transfer of Divisions and
Functions for the purpose of the separation of central functions and mandated functions in the amount of EUR 21 million (see
“11.1.1.1.6 Agreements on Separation of Central Functions and Mandated Functions”), (iv) the cash payments of the purchase
agreements for the Daimler, Charterway and Fleetboard trademarks of EUR 13 million and related IPv4 address ranges
(EUR 12 million), (v) the cash payments for a patent portfolio (EUR 65 million) and (vi) cash payments for license agreements
to the patent portfolio (EUR 41 million) of Daimler AG, see “11.1.1.1.7 Intellectual Property License and Purchase Agreements.”
The final amount of the cash contribution for (i) and the final amounts for (iv), (v) and (vi) will be based on external valuations
at the time of the transfer and will therefore finally be determined at a later point in time. Therefore, these amounts are
preliminary and determined based on preliminary valuations and therefore may differ from the final amounts, in particular because
the changes from current operations are not taken into account.
(4) Illustrative Group gross liquidity is not applicable for this period, as it includes adjustments for the separation of the Group from
Daimler Group which are not reflected in the Combined Financial Statements as they are taken or to be taken after September 30,
2021.
70
2.9.2.12 Gross liquidity for the Industrial Business; Net liquidity for the Industrial Business
The table below shows the calculations of the gross liquidity and net liquidity for the Industrial Busines for the
years ended December 31, 2020, 2019 and 2018 and for the nine months ended September 30, 2021 and 2020.
As at
As at December 31 September 30
2020 2019 2018 2021
EUR millions EUR millions
(unaudited, except where indicated) (unaudited)
Cash and cash equivalents(1) . . . . . . . . . . . . . . 1,663 1,094 548 1,475
Cash and cash equivalents of the Financial
Services segment . . . . . . . . . . . . . . . . . . . . (107) (49) (73) (45)
Cash and cash equivalents of the Industrial
Business(2) . . . . . . . . . . . . . . . . . . . . . . . . 1,556 1,045 475 1,430
Marketable debt securities and similar
investments(3) . . . . . . . . . . . . . . . . . . . . . . 5,841 4,729 2,912 4,368
Marketable debt securities and similar investments
of the Financial Services segment . . . . . . . . . (29) (13) — (39)
Marketable debt securities and similar
investments of the Industrial Business(2) . . . . 5,812 4,716 2,912 4,329
(4)
Financing liabilities . . . . . . . . . . . . . . . . . . . 20,548 23,296 19,387 18,825
Financing liabilities of the Financial Services
segment . . . . . . . . . . . . . . . . . . . . . . . . . . (14,621 ) (17,801) (15,436) (14,040)
Financing liabilities of the Industrial Business(2) 5,927 5,495 3,951 4,785
Market valuation and currency hedges for
financing liabilities . . . . . . . . . . . . . . . . . . . 129 72 79 37
Market valuation and currency hedges for
financing liabilities of the Financial Services
segment . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —
Market valuation and currency hedges for
financing liabilities of the Industrial
Business(2) . . . . . . . . . . . . . . . . . . . . . . . . 129 72 79 37
(2)
Financing liabilities of the Industrial Business . . (5,927) (5,495) (3,951) (4,785)
Market valuation and currency hedges for
financing liabilities of the Industrial Business(2) . 129 72 79 37
Financing liabilities (nominal) ... .... ..... (5,798) (5,423) (3,872) (4,748)
Cash and cash equivalents of the Industrial
Business(2) . . . . . . . . . . . . . . . . . . . . . . . . 1,556 1,045 475 1,430
Marketable debt securities and similar investments
of the Industrial Business(2) . . . . . . . . . . . . . 5,812 4,716 2,912 4,329
Gross liquidity for the Industrial Business . . . . 7,368 5,761 3,387 5,758
Financing liabilities (nominal) .... .... ..... (5,798) (5,423) (3,872) (4,748)
Net liquidity for the Industrial Business ..... 1,570 338 (485) 1,010
Notes:
(1) Audited.
(2) Includes the impact of Reconciliation for the Group without allocating any Reconciliation amounts to the Financial Services
segment.
(3) Consists of current and non-current marketable debt securities and similar investments as included in the combined statement of
financial position in the Combined Financial Statements.
(4) Consists of current and non-current financing liabilities as included in the combined statement of financial position in the
Combined Financial Statements.
71
2.9.2.13 Illustrative net liquidity for the Industrial Business
The table below shows the calculations of the Illustrative net liquidity for the Industrial Business for the years
ended December 31, 2020, 2019 and 2018 and for the nine months ended September 30, 2021.
As at
As at December 31 September 30
2020 2019 2018 2021
EUR millions
(unaudited)
Net liquidity for the Industrial Business . . . . . . . . . . . . . . . . . . 1,570 338 (485) 1,010
Capital and liquidity funding measures(1) . . . . . . . . . . . . . . . . . — — — 5,380
Effects for the remaining Phase 1 acquisitions(2) . . . . . . . . . . . . . — — — (1,564)
Other(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 338
Illustrative net liquidity for the Industrial Business . . . . . . . . . n/a(4) n/a(4) n/a(4) 5,164
Note:
(1) Represents the effects of payments from Daimler AG to Daimler Truck AG for the capital and liquidity funding measures prior to
the consummation of the Demerger Transactions comprised of (i) a EUR 1,987 million contribution to equity (capital reserves) to
enable Daimler Truck AG (or its subsidiaries) to acquire and build up the commercial vehicle-related financial services business
and to acquire companies, business activities and economic goods (including rights to use trademarks and patents) attributable to
the trucks and buses division, (ii) a EUR 250 million contribution to equity (capital reserves) to strengthen the assets held to
cover Daimler Truck Group’s pension obligations, and (iii) a EUR 3,143 million contribution to equity (capital reserves) to ensure
that Daimler Truck AG has an adequate equity base.
(2) Represents the cash effects of (i) the purchase price payments of EUR 102 million relating to the acquisition of Mercedes-Benz
Research and Development India Private Limited, (ii) the purchase price payment of EUR 5 million relating to the acquisition of
Mercedes-Benz Parts Logistics Eastern Europe s.r.o., (iii) the net cash proceeds of EUR 10 million relating to the disposal of
Daimler Commercial Vehicles South East Asia Pte. Ltd., (iv) the purchase price payment for the fund and cost investments in the
amount of EUR 41 million to Daimler Truck Group and (v) the cash payment of EUR 1,425 million for the purchase price with
respect to share deals or asset deals for the acquisitions of the Financial Services Business in the context of the Phase 1
Transactions minus “financing liabilities allocated based on a target equity ratio”, which are already part of the Unaudited
Condensed Interim Combined Financial Statements, see Note 2 (Basis of Preparation) and Note 27 (Financing Liabilities) of the
Audited Combined Financial Statements and Note 21 (Financing Liabilities) of the Unaudited Condensed Interim Combined
Financial Statements for further information. Effects of refinancing financial liabilities replacing “financial liabilities allocated
based on a target equity ratio” at Daimler Truck Financial Services at the time of the legal reorganization and as part of the
financing of the preliminary purchase price through external debt, that is predominantly the effects of increases in the portfolio
assets at Daimler Truck Financial Services subsequent to September 30, 2021 and prior to the legal transfer date and as such
subject to the finalization of the purchase price determination that will occur subsequent to the finalization of this Prospectus, are
not taken into account. Therefore, the amounts described in the foregoing sentence and the preliminary purchase prices for
(ii) and (v) are determined based on preliminary valuations and therefore may differ from the final amounts, in particular because
the changes from current operations are not taken into account.
(3) Represents the effects of (i) a cash contribution in the amount of EUR 215 million from Daimler Grund Services GmbH to
Daimler Truck AG for a non-controlling share of 10.1% in each of the Gamma Partnerships and
Grundstücksverwaltungsgesellschaft EvoBus GmbH & Co. OHG, (ii) the settlement and termination of cash pooling arrangements
as well as other financial liabilities between the Daimler Group and the Daimler Truck Group, of which EUR 4,227 million
correspond to cash pooling receivables and EUR 3,243 million to cash pooling liabilities and loan payables of Daimler Truck
Group (excluding the Financial Services segment), (iii) the cash effects of the Agreement on the Transfer of Divisions and
Functions for the purpose of the separation of central functions and mandated functions in the amount of EUR 21 million (see
“11.1.1.1.6 Agreements on Separation of Central Functions and Mandated Functions”), (iv) the cash payments of the purchase
agreements for the Daimler, Charterway and Fleetboard trademarks of EUR 13 million and related IPv4 address ranges
(EUR 12 million), (v) the cash payments for a patent portfolio (EUR 65 million) and (vi) cash payments for license agreements
to the patent portfolio (EUR 41 million) of Daimler AG, see “11.1.1.1.7 Intellectual Property License and Purchase Agreements.”
The final amount of the cash contribution for (i) and the final amounts for (iv), (v) and (vi) will be based on external valuations
at the time of the transfer and will therefore finally be determined at a later point in time. Therefore, these amounts are
preliminary and determined based on preliminary valuations and therefore may differ from the final amounts, in particular because
the changes from current operations are not taken into account.
(4) Illustrative net liquidity for the Industrial Business is not applicable for this period, as it includes adjustments for the separation
of the Group from Daimler Group which are not reflected in the Combined Financial Statements as they are taken or to be taken
after September 30, 2021.
72
2.9.2.14 Funded status; Funding ratio
As at
As at December 31 September 30
2020 2019 2018 2021
EUR millions
(unaudited, except where indicated)
Present value of the defined benefit obligation(1) . . . . . . . . . . (8,555) (7,793) (6,629) (8,010)
Fair value of plan assets(1) . . . . . . . . . . . . . . . . . . . . . . . . 5,644 5,293 4,757 5,880
Funded status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,911) (2,500) (1,872) (2,130)
Funding ratio (in %)(2) . . . . . . . . . . . . . . . . . . . . . . . . . 66.0 67.9 71.8 73.4
Notes:
(1) Audited, except for figures as at September 30, 2021.
(2) Defined as the fair value of plan assets divided by the present value of the defined benefit obligation.
Selected income statement information for the Industrial Business for the nine months ended
September 30, 2021
Financial
Services Industrial
Group segment Business(2)
EUR millions
(unaudited)
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,418 (858) 27,561
Cost of Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (23,126) 554 (22,572)
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,292 (304) 4,988
Selling expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,924) 82 (1,841)
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . (1,143) 102 (1,041)
Research and non-capitalized development costs . . . . . . . . . . . . . . . . (991) — (991)
Others(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,706 (2) 1,704
EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,940) (121) 2,819
Notes:
(1) Includes Other operating income, other operating expense, profit/loss on equity-method investments, net and other financial
income/expense, net.
(2) Includes the impact of Reconciliation for the Group without allocating any Reconciliation amounts to the Financial Services
segment.
73
Selected income statement information for the Industrial Business for the nine months ended
September 30, 2020
Financial
Services Industrial
Group segment Business(2)
EUR millions
(unaudited)
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,154 (919) 24,236
Cost of Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (21,622) 841 (20,781)
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,532 (78) 3,455
Selling expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,885) 83 (1,802)
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . (1,060) 89 (971)
Research and non-capitalized development costs . . . . . . . . . . . . . . . . (1,075) — (1,075)
Others(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 435 (42) 393
EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (53) 52 (0)
Notes:
(1) Includes Other operating income, other operating expense, profit/loss on equity-method investments, net and other financial
income/expense, net.
(2) Includes the impact of Reconciliation for the Group without allocating any Reconciliation amounts to the Financial Services
segment.
Selected income statement information for the Industrial Business for the year ended December 31, 2020
Financial Industrial
Group(2) Services(3) Business(4)
EUR millions
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,013 (1,207) 34,806
Cost of Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (30,530) 1,041 (29,490)
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,482 (166) 5,316
Selling expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,625) 113 (2,512)
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . (1,472) 122 (1,349)
Research and non-capitalized development costs . . . . . . . . . . . . . . (1,423) — (1,423)
Others(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 528 (58) 469
EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 491 11 501
Notes:
(1) Includes Other operating income, other operating expense, profit/loss on equity-method investments, net and other financial
income/expense, net.
(2) Audited, except for “Others”.
(3) Unaudited, except for “Revenue” and “EBIT”.
(4) Includes the impact of Reconciliation for the Group without allocating any Reconciliation amounts to the Financial Services
segment.
74
Selected income statement information for the Industrial Business for the year ended December 31, 2019
Financial Industrial
Group(2) Services(3) Business(4)
EUR millions
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,244 (1,391) 44,853
Cost of Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (37,596) 987 (36,609)
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,648 (404) 8,244
Selling expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,001) 132 (2,869)
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . (1,686) 157 (1,529)
Research and non-capitalized development costs . . . . . . . . . . . . . . (1,662) — (1,662)
Others(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 493 (77) 416
EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,792 (192) 2,600
Notes:
(1) Includes Other operating income, other operating expense, profit/loss on equity-method investments, net and other financial
income/expense, net.
(2) Audited, except for “Others”.
(3) Unaudited, except for “Revenue” and “EBIT”.
(4) Includes the impact of Reconciliation for the Group without allocating any Reconciliation amounts to the Financial Services
segment.
Selected income statement information for the Industrial Business for the year ended December 31, 2018
Financial
Services Industrial
Group(2) segment(3) Business(4)
EUR millions
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,700 (1,200) 42,500
Cost of Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (35,445) 797 (36,648)
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,255 (403) 7,851
Selling expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,745) 123 (2,622)
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . (1,502) 144 (1,358)
Research and non-capitalized development costs . . . . . . . . . . . . . . (1,509) — (1,509)
Others(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 235 (74) 161
EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,734 (210) 2,524
Notes:
(1) Includes Other operating income, other operating expense, profit/loss on equity-method investments, net and other financial
income/expense, net.
(2) Audited, except for “Others”.
(3) Unaudited, except for “Revenue” and “EBIT”.
(4) Includes the impact of Reconciliation for the Group without allocating any Reconciliation amounts to the Financial Services
segment.
As at
As at December 31 September 30
2020 2019 2018 2021
EUR millions
(unaudited)
Equity of the Financial Services segment(1) . . . . . . . . . . . . . . . 1,338 1,637 1,468 1,713
Notes:
(1) Defined as equity of the Financial Services segment at the end of each period.
75
2.11 Negative Numbers and Rounding
Unless otherwise indicated, financial information presented in the text and tables in this Prospectus is shown
in million Euro (EUR), rounded to a whole number. Percentage changes, ratios, subtotals and totals in the text
and tables of this Prospectus are calculated based on the respective numbers as presented and then rounded to a
whole percentage or to one digit after the decimal point. Because of rounding, figures shown in tables in this
Prospectus do not necessarily add up exactly to the respective totals or sub-totals presented, and aggregated
percentages may not exactly equal 100%. Furthermore, these rounded figures may vary marginally from
unrounded figures that may be indicated elsewhere in this Prospectus. Financial information presented in
parentheses denotes the negative of such number presented. In respect of financial information set out in this
Prospectus, a dash (“—”) signifies that the relevant figure is not available, while a zero (“0”) or nil signifies
that the relevant figure is available but has been rounded to or equals zero.
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3 SEPARATION, DEMERGER TRANSACTIONS AND ADMISSION TO TRADING
3.1 Overview & Timetable
In connection with the Demerger Transactions, Daimler AG intends to separate, transfer to and bundle in
Daimler Truck Group through various transactions: (i) the financial services business relating to trucks and
buses (the “Financial Services Carve-out”): (ii) the trucks and buses business (the “Legal Entity
Separation”): and (iii) Daimler AG’s central functions and mandated functions operating, amongst others, in
relation to the trucks and buses business.
A predominant part of the transactions aiming at the separation of the entities and business units relating to the
trucks and buses business in the course of the Financial Services Carve-out and the Legal Entity Separation has
already occurred prior to the date of this Prospectus or will have been completed by December 1, 2021 through
the Phase 1 Transactions (for more details on the Phase 1 Transactions, see “3.2.1 Separation of Financial
Services Business” and “3.2.2 Separation of Trucks and Buses Business from Cars and Vans Business”). After
the Demerger Transactions and the Phase 1 Transactions, the remaining part of the transactions aiming at the
separation of the entities and business units relating to the trucks and buses business in the course of the
Financial Services Carve-out and the Legal Entity Separation will be effected in 2022 through the Phase 2
Transactions (for more details on the Phase 2 Transactions, see “3.2.1 Separation of Financial Services
Business” and “3.2.2 Separation of Trucks and Buses Business from Cars and Vans Business”). The separation
of the central functions and mandated functions operating in relation to the trucks and buses business will be,
with a few exceptions, effected by December 1, 2021 (for more details on the separation of central functions
and mandated functions see “3.2.3 Separation of Central Functions and Mandated Functions”).
The Demerger Transactions, among other things, providing for the actual separation of Daimler Group as it
exists prior to Spin-off into two independent groups, include three reorganization measures, i.e., the Spin-off,
the Hive-down and Capital Increase Against Contribution in Kind III (as defined below, see “3.3.1 Demerger
Transactions Procedure”). Immediately following the Demerger Transactions Effective Date, the shares in the
Company shall be listed on the Prime Standard sub-segment of the regulated market of the Frankfurt Stock
Exchange.
The following table provides an overview of the most important steps of the separation of the commercial
vehicles business, the Demerger Transactions and the Admission to Trading:
Timing Summary
August 6, 2021 • Conclusion of the spin-off and hive-down agreement (Abspaltungs- und
Ausgliederungsvertrag) relating to the Spin-off and the Hive-down between
the Company and Daimler AG (“Demerger and Hive-down Agreement”).
• Under the Demerger and Hive-down Agreement, Daimler AG transfers 65.0%
of the share capital of Daimler Truck AG (i.e., 574,954,240 shares in
Daimler Truck AG, being calculated after the capital increase against
contribution in kind of 89.9% interests in each of the Gamma Partnerships
(for more details see “3.2.2 Separation of Trucks and Buses Business from
Cars and Vans Business”)) as well as the domination and profit and loss
transfer agreement existing between Daimler AG and Daimler Truck AG to
Daimler Truck Holding AG by way of the Spin-off by absorption
(Abspaltung zur Aufnahme) against granting of 534,918,723 newly issued
shares in Daimler Truck Holding AG, created by the Capital Increase Against
Contribution in Kind I (as defined below), to the shareholders of
Daimler AG, and in proportion to their shareholdings in Daimler AG. The
transfer of the shares in Daimler Truck AG as well as the domination and
profit and loss transfer agreement existing between Daimler AG and Daimler
Truck AG to Daimler Truck Holding AG by way of the Spin-off shall occur
with economic effect as of 0:00 a.m. on January 1, 2021. From that date, all
acts taken by Daimler AG in relation to the assets to be spun off shall be
deemed to have been performed for the account of the Company.
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Timing Summary
• Under the Demerger and Hive-down Agreement, Daimler AG further
transfers 28.43% of the share capital of Daimler Truck AG (i.e., 251,498,474
shares in Daimler Truck AG, being calculated after the capital increase
against contribution in kind of 89.9% interests in each of the Gamma
Partnerships (for more details see “3.2.2 Separation of Trucks and Buses
Business from Cars and Vans Business”)) to Daimler Truck Holding AG by
way of the Hive-down by absorption (Ausgliederung zur Aufnahme) against
granting of 233,936,002 newly issued shares in Daimler Truck Holding AG,
created by the Capital Increase Against Contribution in Kind II (as defined
below), to Daimler AG. The transfer of the shares in Daimler Truck AG to
be hived down shall occur with economic effect as of 0:00 a.m. on
January 1, 2021. From that date, all acts taken by Daimler AG in relation to
the assets to be hived down shall be deemed to have been performed for the
account of the Company.
October 1, 2021 • Approval of the Demerger and Hive-down Agreement (99.90% of the votes
cast) and change of Daimler AG’s name to “Mercedes-Benz Group AG”
(99.89% of the votes cast), the latter with effect as of February 1, 2022, and
provided that the Spin-off has taken effect beforehand, by the extraordinary
general meeting of Daimler AG.
November 3, 2021 • Conclusion of a contribution agreement between Daimler Grund and Daimler
Truck AG regarding Daimler Grund’s 89.9% shareholdings in Gamma
Partnerships (as defined below), which Daimler Grund remains to hold after
Daimler Grund Services GmbH has acquired an interest of 10.1% of the
fixed capital of each of the Gamma Partnerships from Daimler Grund on the
basis of corresponding cash contributions, against granting of 58,091,270
newly issued shares in Daimler Truck AG to Daimler Grund. The transfer of
the shareholdings in Gamma Partnerships and the effectiveness of the
relevant capital increase against contribution in kind will occur at the
beginning of December 2021, in any case prior to consummation of the Spin-
off and Hive-down.
• Resolution of the capital increase against contribution in kind in relation to
the contribution of Daimler Grund’s 89.9% shareholdings in Gamma
Partnerships (as defined below), which Daimler Grund remains to hold after
Daimler Grund Services GmbH has acquired an interest of 10.1% of the
fixed capital of each of the Gamma Partnerships from Daimler Grund on the
basis of corresponding cash contributions, by the extraordinary general
meeting of Daimler Truck AG.
• Conclusion of a contribution agreement between Daimler Grund and Daimler
Truck Holding AG regarding the 58,091,270 shares in Daimler Truck AG
which are to be issued in relation to the contribution of Daimler Grund’s
89.9% shareholdings in Gamma Partnerships (as defined below), which
Daimler Grund remains to hold after Daimler Grund Services GmbH has
acquired an interest of 10.1% of the fixed capital of each of the Gamma
Partnerships from Daimler Grund on the basis of corresponding cash
contributions, to Daimler Truck AG (see above), and an additional 1,000
shares in Daimler Truck AG held by Daimler Grund, against granting of
54,047,157 newly issued shares in Daimler Truck Holding AG to Daimler
Grund, resulting in a shareholding of 6.57% in Daimler Truck Holding AG
after the effectiveness of the Demerger Transactions. The transfer of the
shareholding shall only become effective after the Spin-off and Hive-down
have taken effect (but on the same day) (for more details, see
“3.2.2 Separation of Trucks and Buses Business from Cars and Vans
Business”).
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Timing Summary
November 5, 2021 • Approval of the Demerger and Hive-down Agreement as well as the
contribution agreement between Daimler Grund and Daimler Truck
Holding AG as post-formation agreements by the extraordinary general
meeting of the Company.
• Capital Increase Against Contribution in Kind I: Resolution of the
extraordinary general meeting of the Company to increase the Company’s
share capital for the purpose of the Spin-off from EUR 50,000 by
EUR 534,918,723 to EUR 534,968,723 by issuing 534,918,723 new shares to
Daimler AG’s shareholders against contribution of 65.0% shares in Daimler
Truck AG by Daimler AG.
• Capital Increase Against Contribution in Kind II: Resolution of the
extraordinary general meeting of the Company to increase the Company’s
share capital for the purpose of the Hive-down from EUR 534,968,723 by
EUR 233,936,002 to EUR 768,904,725 by issuing 233,936,002 new shares to
Daimler AG against contribution of 28.43% shares in Daimler Truck AG by
Daimler AG.
• Capital Increase Against Contribution in Kind III: Resolution of the
extraordinary general meeting of the Company to increase the Company’s
share capital from EUR 768,904,725 by EUR 54,047,157 to
EUR 822,951,882 by issuing 54,047,157 new shares to Daimler Grund (for
more details, see “3.3.1 Demerger Transactions Procedure”) for the purpose
of the contribution in kind of 6.57% in the share capital of Daimler
Truck AG (i.e., the 58,091,270 shares and the additional 1,000 shares in
Daimler Truck AG, being calculated after the capital increase against
contribution in kind of 89.9% interests in each of the Gamma Partnerships
(for more details see “3.2.2 Separation of Trucks and Buses Business from
Cars and Vans Business”)).
November 26, 2021 • Approval of the prospectus by BaFin.
By December 1, 2021 Phase 1 Transactions which have already occurred prior to the date of this
(expected) Prospectus or will have been completed by December 1, 2021:
• Separation of Trucks and Buses Business from Cars and Vans Business:
Transfer of equity interests or business activities attributable to the trucks and
buses business to Daimler Truck AG or its subsidiaries, particularly in the
following countries: Portugal, South Africa, France, India and Czech
Republic, as well as India, Czech Republic, Canada, Mexico and Germany, as
well as transfer of various fund investments to Daimler Truck AG or its
subsidiaries. In Singapore, the cars and vans business will be transferred from
a subsidiary of Daimler Truck AG to a subsidiary of Mercedes-Benz AG. In
Russia, a 15% interest in an automobile company has been transferred from
Daimler Truck AG to Daimler AG prior to the date of this Prospectus (for
further information see “11.1.1.4 Joint Ventures”).
• Financial Services Carve-out: Transfer of financial services business of
Daimler Mobility (as defined below) relating to trucks and buses in the
United States (excluding the operating leasing portfolio), Canada, Brazil,
Mexico, Japan, Australia and South Africa to Daimler Truck Financial
Services GmbH or its subsidiaries, or other subsidiaries of the Daimler Truck
Group, or, in the United States, to a subsidiary of Daimler Truck AG located
in the United States. In Germany, assets of the current financial services
headquarters of Daimler Mobility AG relating to the financial services
business for the sale of trucks and buses (central functions HR, Finance, IT,
Operations, Risk Management and Legal, among others) will be transferred to
Daimler Truck Financial Services GmbH.
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Timing Summary
December 1, 2021 • Separation of Central Functions and Mandated Functions: Transfer of assets
(expected) and employment relationships with the purpose of separation of central
functions and mandated functions operating, amongst others, for the trucks
and buses business from Daimler AG and Mercedes-Benz AG to Daimler
Truck AG (for more details, see “3.2.3 Separation of Central Functions and
Mandated Functions”).
On or about • Date of the effectiveness of the Demerger Transactions upon the registrations
December 9, 2021 of the Spin-off, the Hive-down and the Capital Increase Against Contribution
(expected) in Kind III with the relevant commercial registers (Demerger Transactions
Effective Date, for definition of Demerger Transactions Effective Date see
“2.2 Subject Matter of this Prospectus”).
December 9, 2021 • Admission to Trading approval issued by the Frankfurt Stock Exchange;
(expected) allocation of the New Spin-off Shares to the shareholders of Daimler AG.
December 10, 2021 • First day of public trading of Company’s Shares on the Frankfurt Stock
(expected) Exchange.
2022 (expected) Phase 2 Transactions:
• Separation of Trucks and Buses Business from Cars and Vans
Business: Transfer of trucks and buses business by Mercedes-Benz AG or its
subsidiaries to Daimler Truck AG or its subsidiaries in Spain, South Africa,
Italy, Slovakia, Poland, Portugal and Taiwan, and, conversely, transfer of a
Mercedes-Benz vans division by a subsidiary of Daimler Truck AG to a
subsidiary of Mercedes-Benz AG in South Korea. Besides, business activities
in the Netherlands, Belgium, Denmark, Sweden, Hong Kong, Colombia,
Greece and Hungary will be sold and transferred to external parties (for more
details, see “3.2.2 Separation of Trucks and Buses Business from Cars and
Vans Business”).
• Financial Services Carve-out: Transfer of financial services business of
Daimler Mobility relating to trucks and buses in Argentina and the European
countries of Belgium, the United Kingdom, Italy, the Netherlands, Spain and
Turkey. In France, certain assets (no portfolio) and employees are intended to
be transferred. In Germany, a new leasing company relating to trucks and
buses has been established; a transfer of the existing financial services
portfolio relating to trucks and buses is not planned as it would involve a
disproportionately high effort (for more details, see “3.2.1 Separation of
Financial Services Business”).
3.2 Separation of Daimler’s Commercial Vehicles’ Business
3.2.1 Separation of Financial Services Business
The sales of the trucks and buses brands are supported by tailored financial services that include leasing and
financing solutions as well as insurance solutions offered to customers. As of the date of this Prospectus, such
financial services solutions are subject to the ongoing Financial Services Carve-out process, an overview of
which is provided in the subsequent paragraphs.
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Mobility relating to the cars and vans business of Daimler Group, which is the larger part of the financial
services business, shall remain with Daimler Mobility AG and be renamed Mercedes-Benz Mobility AG with
effect as of February 1, 2022, provided that the Spin-off has taken effect beforehand. The financial services
provided by Daimler Mobility to the sale of trucks and buses in the past shall be carved out and bundled in the
segment Daimler Truck Financial Services. The operational headquarter functions as well as most legal entities
are bundled under Daimler Truck Financial Services GmbH, which was established in April 2021 as a wholly
owned subsidiary of Daimler Truck AG.
Guiding Principles
Daimler AG and Daimler Truck Holding AG as parties to the Group Separation Agreement agreed on certain
guiding principles for the Financial Services Carve-out, which are enclosed as Annex 2.1 to the Group
Separation Agreement concluded on August 6, 2021 (for more details see “11.1.1.1.3 Group Separation
Agreement (Konzerntrennungsvertrag)” and “11.1.1.1.4 Agreements on the Separation of Financial Services
Business”).
These guiding principles for the Financial Services Carve-out contain general guidelines for the individual
carve-out steps in the relevant jurisdictions in which Daimler Mobility AG and its affiliates have been
operating. The individual carve-out steps will be implemented by share purchase agreements, asset purchase
agreements and other measures such as spin-offs and hive-downs, partly combined with further asset and share
deals, by which the domestic and foreign financial services businesses relating to the sale of trucks and buses
will be transferred from Daimler Mobility AG, its subsidiaries or another member of the Daimler Group to
Daimler Truck Financial Services GmbH or its subsidiaries, or other subsidiaries of the Daimler Truck Group,
or in the United States, to a subsidiary of Daimler Truck AG located in the United States.
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For further information regarding the scope of the Phase 1 Transactions see Note 42 and Note 43 of the
Audited Combined Financial Statements.
The Group intends to refinance the financing liabilities resulting from the acquisition of the Financial Services
Business through the Phase 1 Transactions and owed to the Daimler Group with the net proceeds from the
Bond Offerings or with draw-downs under the Bridge Facility, in the event and to the extent that net proceeds
from the Bond Offerings will not be available at the time of the refinancing of such financing liabilities (for a
description of the EUR 18 Billion Credit Facilities Agreement, see “10.18.1 Credit Facilities Agreement”), as
well as additional draw-downs under the Bridge Facility and with further financial debt in the form of bilateral
bank loans or further capital market transactions. To the extent the Bond Offerings are successfully completed,
the Bridge Facility will either be mandatorily prepaid or cancelled in an amount equal to 90% of the available
net proceeds received from the Bond Offerings by the Group. For further information regarding the refinancing
of the financing liabilities owed to the Daimler Group, see “1.2.7 The Group’s external debt could limit its
future financing options and otherwise impact its business”.
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Other Jurisdictions
In a number of countries, no reorganization or transfer of the financial services business related to trucks and
buses will take place, in particular due to the small size of the business activities in this segment. In some of
these countries, a complete phase-out of the financial services business for trucks and buses is intended. This
concerns the activities in Denmark, India, Hong Kong, Luxembourg, Malaysia, Portugal, Sweden, Switzerland,
Singapore, South Korea and Taiwan. In other countries, in which no transfer of the financial services business
is intended, the financial services business relating to trucks and buses are expected to be provided by the
existing company in the form of a financial services intermediation program for a limited period of time. This
concerns Austria, China, Czech Republic, New Zealand, Poland, Romania, Russia, and Thailand. In Hungary
and Slovakia, financial services for trucks and buses will also be provided by the existing company.
Personnel
For its financial services business, Daimler Truck Group expects to have a personnel requirement of
approximately 1,900 employees (full-time equivalents) after the completion of the Financial Services Carve-out.
The financial services business of Daimler Truck Group has been and is intended to be staffed mainly by way
of a transfer of employees of Daimler Mobility AG and its affiliates to the financial services companies of
Daimler Truck Group. Approximately two-thirds of these employees will be transferred on December 1, 2021.
The transfer of the remaining employees is planned gradually as part of the transactions taking place after
December 1, 2021, and as part of the start-up phase of the newly established companies in Germany and
France.
For a description of the business activities of the financial services business relating to trucks and buses, see
“10.6 Financial Services Business” and for more details in relation to the separation of the financial services
business, see “11.1.1.1.4 Agreements on the Separation of Financial Services Business.”
3.2.2 Separation of Trucks and Buses Business from Cars and Vans Business
The trucks and buses business still allocated to Daimler AG, Mercedes-Benz AG or its subsidiaries after the
reorganization in 2019, has in parts already been, and will be separated from the relevant cars and vans
business and transferred to Daimler Truck AG or its subsidiaries in the course of the Legal Entity Separation.
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Guiding Principles for the Legal Entity Separation
For the purpose of the Legal Entity Separation, Daimler AG and Daimler Truck Holding AG agreed on guiding
principles for the Legal Entity Separation, which are enclosed as Annex 2.2 to the Group Separation Agreement
concluded on August 6, 2021 (for more details see “11.1.1.1.3 Group Separation Agreement
(Konzerntrennungsvertrag)” and “11.1.1.1.5 Agreements on Separation of Trucks and Buses Business from
Cars and Vans Business”.
The guiding principles for the Legal Entity Separation contain general guidelines for the separation of the
trucks and buses business from the cars and vans business in the relevant jurisdictions and the necessary
transfers of the companies and assets attributable to the trucks and buses business from Mercedes-Benz AG or
its subsidiaries to Daimler Truck AG or its subsidiaries, or vice versa, by way of various transactions or
divestitures to third parties. The main steps for the final separation of the business divisions which have already
been implemented and which will be implemented by or after December 1, 2021, are presented below (for
more details see “11.1.1.1.5 Agreements on Separation of Trucks and Buses Business from Cars and Vans
Business”).
Transactions in Phase 1 in relation to the Separation of Trucks and Buses Business from Cars and Vans
Business
At the date of this Prospectus, a part of the trucks and buses business has already been transferred; an
additional part will be transferred by December 1, 2021 in the course of the Phase 1 Transactions.
By December 1, 2021, the trucks and buses business will be transferred from Daimler AG or its subsidiaries to
Daimler Truck AG or its subsidiaries in Germany, India, Czech Republic, Canada and Mexico. In Germany,
minority interests in a German service provider for toll collection, a German transport company and a German
research center for artificial intelligence will be transferred from Daimler AG or its subsidiaries to Daimler
Truck AG or its subsidiaries by way of share deals. In India, activities in IT development and the provision of
research and development services attributable to the trucks and buses division will be transferred to a newly
established subsidiary of Daimler Truck AG. In Czech Republic, a logistics service company will be transferred
to Daimler Truck AG by way of a share deal. In Canada, an investment company, which will be used as a
financing company of the Daimler Truck Group, will be transferred to Daimler Truck AG by way of a share
deal. Hereby, the shares in a Mexican subsidiary providing services in the areas of finance, taxes and financial
reporting will also be transferred. Additionally, in the U.S., UK and Israel, various fund investments as well as
a minor shareholding in a venture capital company will be transferred to Daimler Truck AG or its subsidiaries.
Finally, in Russia, a 15% interest in an automobile company has been transferred from Daimler Truck AG to
Daimler AG prior to the date of this Prospectus. In Singapore, the cars and vans business will be transferred
from a subsidiary of Daimler Truck AG to a subsidiary of Mercedes-Benz AG.
For further information regarding the scope of the Phase 1 Transactions, see Note 42 and Note 43 of the
Audited Combined Financial Statements.
Phase 2 Transactions in relation to the Separation of Trucks and Buses Business from Cars and Vans Business
After December 1, 2021, but not earlier than January 1, 2022, the trucks and buses business will be transferred
from subsidiaries of Mercedes-Benz AG to subsidiaries of Daimler Truck AG in Spain, South Africa, Italy,
Slovakia, Poland, Portugal and Taiwan. In Spain, a sales and aftersales company of cars, vans and trucks will
be transferred to a subsidiary of Daimler Truck AG by way of a share deal after the cars and vans business has
been extracted. In South Africa, the retail company will be transferred to a subsidiary of Daimler Truck AG by
way of share deal subsequent to the sale of the remaining cars and vans business. In Italy, the truck retail
business will be transferred to a newly established subsidiary of Mercedes-Benz AG by way of a partial
demerger before the latter will be transferred to a subsidiary of Daimler Truck AG by way of a share deal. In
Slovakia, the business activities of a wholesale company attributable to the trucks and buses division will be
transferred to a newly established subsidiary of Daimler Truck AG by way of an asset deal. In Poland, the truck
sales and aftersales business of two retail subsidiaries of Mercedes-Benz AG will be transferred to a newly
established subsidiary of Daimler Truck AG. In Portugal, the truck sales and aftersales business of a subsidiary
of Mercedes-Benz AG will be transferred to a subsidiary of Daimler Truck AG by way of an asset deal. In
Taiwan, the sales business of a subsidiary of Mercedes-Benz AG, which is attributable to the trucks and buses
division, will be transferred to a subsidiary of Daimler Truck AG by way of an asset deal. Conversely, in South
Korea, operations attributable to the Mercedes-Benz vans division will be transferred to a subsidiary of
Mercedes-Benz AG. Business activities in the Netherlands, Belgium, Denmark, Sweden, Hong Kong,
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Colombia, Greece and Hungary will be sold and transferred from Mercedes-Benz AG or its subsidiaries or
Daimler Truck AG or its subsidiaries to external parties.
For further information on the Phase 2 Transactions, see Note 42 of the Audited Combined Financial
Statements.
85
performs the central or mandated functions mentioned, these functions will be built up and, to the extent
necessary, new functions will be established. The building up and establishment of the Daimler Truck Group’s
functions will be achieved, amongst others, by separating and transferring business assets and employment
relationships relating to the trucks and buses business from Daimler AG and Mercedes-Benz AG to Daimler
Truck AG.
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3.3 Demerger Transactions
3.3.1 Demerger Transactions Procedure
The separation of the Daimler Group as it exists prior to Spin-off into two independent groups, i.e., Daimler
Group and the Daimler Truck Group, will be carried out in three steps, the Spin-off, the Hive-down and the
Capital Increase Against Contribution in Kind III. The current group structure of Daimler Group before the
implementation of the Demerger Transactions is, in simplified form, as follows:
Shareholders
100%
Daimler AG
In the course of the Spin-off, Daimler AG is transferring, in a first step, a majority interest of 65.0% in the
share capital of Daimler Truck AG (i.e., 574,954,240 shares in Daimler Truck AG, being calculated after the
capital increase against contribution in kind of 89.9% interests in each of the Gamma Partnerships (for more
details see “3.2.2 Separation of Trucks and Buses Business from Cars and Vans Business”)), as well as the
domination and profit and loss transfer agreement existing between Daimler AG and Daimler Truck AG to the
Company by way of spin-off by absorption (Abspaltung zur Aufnahme) under the German Transformation Act
(Umwandlungsgesetz). The transfer of the shares in Daimler Truck AG as well as the domination and profit and
loss transfer agreement existing between Daimler AG and Daimler Truck AG to Daimler Truck Holding AG by
way of the Spin-off shall occur with economic effect as of 0:00 a.m. on January 1, 2021. From that date, all
acts taken by Daimler AG in relation to the assets to be spun off shall be deemed to have been performed for
the account of the Company. In return, the share capital of the Company will be increased in the course of the
Spin-off and the New Spin-off Shares, i.e., 534,918,723 newly issued ordinary registered shares with no-par
value (for definition of New Spin-off Shares see “2.2 Subject Matter of this Prospectus”) will be issued to
Daimler AG’s shareholders, who will receive one share in the Company for two Daimler AG shares. The New
Spin-off Shares will be created by means of a capital increase against contribution in kind of Daimler Truck
Holding AG for the purpose of implementing the Spin-off (the “Capital Increase Against Contribution in
Kind I”).
In the course of the Hive-down, Daimler AG is transferring, in a second step, a minority interest of 28.43% in
the share capital of Daimler Truck AG (i.e., 251,498,474 shares in Daimler Truck AG, being calculated after
the capital increase against contribution in kind of 89.9% interests in each of the Gamma Partnerships (for
more details see “3.2.2 Separation of Trucks and Buses Business from Cars and Vans Business”)) to Daimler
Truck Holding AG by way of hive-down by absorption (Ausgliederung zur Aufnahme) under the German
Transformation Act (Umwandlungsgesetz). The transfer of the shares in Daimler Truck AG to be hived-down
shall occur with economic effect as of 0:00 a.m. on January 1, 2021. From that date, all acts taken by
Daimler AG in relation to the assets to be hived-down shall be deemed to have been performed for the account
of the Company. In return, the share capital of the Company will be increased in the course of the Hive-down
and the New Hive-down Shares, i.e., 233,936,002 newly issued ordinary registered shares with no-par value
(for definition of New Hive-down Shares see “2.2 Subject Matter of this Prospectus”), will be issued to
Daimler AG. The New Hive-down Shares will be created by means of a capital increase against contribution in
kind of Daimler Truck Holding AG for the purpose of implementing the Hive-down (the “Capital Increase
Against Contribution in Kind II”).
In the course of the Capital Increase Against Contribution in Kind III, Daimler Grund is, in a third step,
transferring a minority interest of 6.57% in the share capital of Daimler Truck AG (i.e., the 58,091,270 shares
and the additional 1,000 shares in Daimler Truck AG, being calculated after the capital increase against
contribution in kind of 89.9% interests in each of the Gamma Partnerships (for more details see
“3.2.2 Separation of Trucks and Buses Business from Cars and Vans Business”)) to the Company by way
capital increase against contribution in kind. In return, the Company will issue the New Capital Increase
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Shares, i.e., 54,047,157 newly issued ordinary registered shares with no-par value (for definition of New
Capital Increase Shares see “2.2 Subject Matter of this Prospectus”), to Daimler Grund. The New Contribution
in Kind Shares will be created by means of a capital increase against contribution in kind of Daimler Truck
Holding AG (the “Capital Increase Against Contribution in Kind III”).
The structure of Daimler Group after implementation of the Demerger Transactions will be, in simplified form,
as follows:
Shareholders
100%
Daimler AG
Mercedes-Benz Daimler
Daimler Grund
AG Mobility AG
100%
Daimler Truck AG
For the purpose of the Spin-off and Hive-down, on August 6, 2021, Daimler AG and the Company entered into
the Demerger and Hive-down Agreement (for details see “11.1.1.1.1 Demerger and Hive-down Agreement
(Abspaltungs- und Ausgliederungsvertrag)”). The effectiveness of this agreement was, amongst others, subject
to the approval by a 75% majority of the Company’s and Daimler AG’s general meetings. The approval of
Daimler AG’s general meeting was obtained on October 1, 2021, whereas the Company’s general meeting
approved the Demerger and Hive-down Agreement on November 5, 2021. For the purpose of the Capital
Increase Against Contribution in Kind III, on November 3, 2021, Daimler Grund and the Company entered into
a Contribution Agreement. The effectiveness of the Demerger Transactions is expected to occur on
December 9, 2021 upon the registrations of the Spin-off, the Hive-down and the Capital Increase Against
Contribution in Kind III with the relevant commercial registers.
For more details regarding the Demerger and Hive-down Agreement and related agreements, see
“11.1.1.1 Agreements in Relation to the Separation of the Commercial Vehicles Business and the Demerger
Transactions”.
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3.3.3 Contributions in Kind and Post-Formation Audit
As the Company was established less than two years prior to the conclusion of the Demerger and Hive-down
Agreement as well as the Contribution Agreement and the compensation for these agreements is in excess of
10% of the Company’s share capital, a post-formation audit has been carried out. In this regard, the
Supervisory Board of the Company reviewed the Demerger and Hive-down Agreement and the Contribution
Agreement and submitted a written post-formation report. The Local Court (Amtsgericht) of Stuttgart appointed
KPMG as the uniform auditor on post-formation (Nachgründungsprüfer) and the contributions in kind related
to the Capital Increase Against Contribution in Kind I, II and III (Sacheinlageprüfer) by resolution dated
April 16, 2021. KPMG issued, respectively will issue, the required audit reports. On November 5, 2021, the
extraordinary general meeting of the Company approved the Demerger and Hive-down Agreement and the
Contribution Agreement as agreements on post-formation.
Daimler AG
Stuttgart
ISIN Code DE0007100000 // German Securities Identification Number
(Wertpapierkennnummer) 710000
Allocation of Shares in Daimler Truck Holding AG in Connection with the Spin-off of a
Majority Interest in Daimler Truck AG
Daimler Truck Holding AG
ISIN Code DE000DTR0CK8 // German Securities Identification Number
(Wertpapierkennnummer) DTR0CK
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• Transfer of additional 58,092,270 shares in the registered share capital of Daimler Truck AG to Daimler
Truck Holding AG by Daimler Vermögensverwaltungsgesellschaft für Grundbesitz mbH (“Daimler
Grund”). As consideration for this transfer, Daimler Grund was to receive 54,047,157 new no-par
value registered shares from a corresponding increase of the registered share capital of Daimler Truck
Holding AG (hereinafter: the “Capital Increase Against Contributions in Kind III”).
The general meetings of Daimler AG and Daimler Truck Holding AG approved the Demerger Agreement on
1 October 2021 and on 5 November 2021, respectively. On 9 December 2021, the above-described measures
(i.e., the Spin-off and the related Capital Increase Against Contributions in Kind I, the Hive-down and the
related Capital Increase Against Contributions in Kind II, as well as the Capital Increase Against
Contributions in Kind III) were registered with the commercial registers of Daimler Truck Holding AG and
Daimler AG, respectively, and thereby became legally effective. As a result, a total of 65% of the shares in
Daimler Truck Holding AG is now held by the shareholders of Daimler AG, while Daimler AG (directly
and indirectly) holds a total 35% of the shares in Daimler Truck Holding AG.
3. Profit Entitlement
All shares granted as consideration for the transfer of the Spin-off assets (as well as all shares granted as
consideration for the transfer of Hive-down assets and of assets contributed as part of the Capital Increase
Against Contributions in Kind III) will grant dividend rights for the financial years of Daimler Truck
Holding AG beginning on or after 1 January 2022.
4. Trustee
Deutsche Bank AG, Frankfurt am Main, acts as trustee pursuant to § 125 sent. 1 in conjunction with § 71
para. 1 UmwG. Prior to the Spin-off taking effect, the trustee has taken possession of the shares in Daimler
Truck Holding AG to be issued as part of the Spin-off to the shareholders of Daimler AG and will distribute
these to such shareholders via the Clearing System in due course in accordance with the share allocation
ratio of 2:1 as stipulated in § 4.1 of the Demerger Agreement.
5. Allocation Procedure
In accordance with the Articles of Incorporation of Daimler Truck Holding AG, the shareholders of Daimler
Truck Holding AG are not entitled to have their shares securitised in physical form. The no-par value shares
of Daimler Truck Holding AG are evidenced by global share certificates together with the corresponding
global bearer dividend coupons and deposited with Clearstream Banking AG, Frankfurt am Main
(hereinafter: “Clearstream”). The shareholders of Daimler Truck Holding AG will hold co-ownership
interests in the global certificates and the global bearer dividend coupons in proportion to their respective
shareholdings.
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On this basis, the respective depository bank will, as a general rule, credit the shares of Daimler Truck
Holding AG to the securities account of the respective shareholder of Daimler AG prior to the
commencement of trading on the stock exchange trading day following the Allocation Date. In this case, the
shareholders of Daimler AG do not need to take any action with regard to the allocation of the shares of
Daimler Truck Holding AG—apart from a possible settlement of fractional amounts (partial rights, cf.,
Section 6 below in this respect). It may be expected that, in individual cases, depositary banks will effect, in
analogy to the handling at Clearstream, such crediting only upon settlement of stock exchange transactions
still outstanding, i.e. only on 14 December 2021.
For institutional investors it may be the case that the depositary banks will credit the shares of Daimler
Truck Holding AG as partial rights in a first instance to wait for shareholders instruction for consolidation.
The allocation of the shares shall be free of commissions and expenses for shareholders of Daimler AG
entitled to allocation who hold their shares in Daimler AG in securities accounts in Germany. Shareholders
holding their shares in Daimler AG in securities accounts abroad may be subject to commissions and
expenses based on existing agreements with the relevant depository bank.
The settlement of the above-described measures is centralized at Deutsche Bank AG, Frankfurt am Main.
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6. Partial Rights
Due to the allocation ratio of 2:1, fractional shares (partial rights) arise in each case where deposit holdings
in shares of Daimler AG are not evenly dividable by two. The affected shareholders of Daimler AG will
then receive 0.5 partial rights of a share in Daimler Truck Holding AG. Since, in principle, no shareholder
rights can be asserted based on partial rights, Deutsche Bank AG as the central settlement agent will
endeavour, together with the custodian banks, to mediate a settlement between the holders of the partial
rights so that these holders have the opportunity to sell partial rights or to acquire corresponding partial
rights in order to increase them to full rights. A rounding-off to full share rights (so-called settlement of
fractional amounts) requires a corresponding buy or sell order by the concerned shareholder. For this
purpose, the shareholders of Daimler AG are requested to provide their relevant depositary bank
immediately, if possible,
however, no later than by 27 December 2021,
with a corresponding instruction for the rounding to full legal rights. Deutsche Bank AG as the central
settlement agent together with the custodian banks is prepared to act as an intermediary for the purchase and
sale of fractional rights to the extent possible. However, it is to be expected that in individual cases banks,
especially abroad, will not participate in a settlement of partial rights or will not accept related orders. To the
extent that orders for rounding-off of the partial rights into full rights are not placed or a rounding-off into
full rights is not possible due to the orders placed, the custodian banks and the trustee will,
after the end of 28 December 2021,
consolidate the partial rights to shares in Daimler Truck Holding AG that have been allocated to shares in
Daimler AG and have not yet been consolidated into full rights (shares) in Daimler Truck Holding AG and
sell them on the stock exchange. The proceeds of such sale will then be credited to the holders of partial
rights concerned in proportion to the partial rights attributable to them.
The settlement of partial rights shall be free of commissions and expenses for entitled shareholders who hold
their shares in Daimler AG in securities accounts in Germany. However, no assurance can be given that
respective Daimler AG shareholders will not be subject to additional charges by the respective depositary
banks for the allocation of shares in Daimler Truck Holding AG or for the processing of an order to settle
partial rights with regard to Daimler Truck Holding AG’s shares. Shareholders holding their shares in
Daimler AG in securities accounts abroad may also be subject to commissions and expenses based on
existing agreements with the relevant depository bank.
Shareholders of Daimler AG with physical shares will not participate in the settlement of partial rights by
the depository banks. Rather, their partial rights will also be consolidated into full rights (shares) in Daimler
Truck Holding AG and sold on the stock exchange according to the procedure described above. The
proceeds of such sale will be paid to them by cheque.
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8. Note on the So-Called Unsponsored ADR Programmes in respect of Daimler AG in the USA
In the United States, Daimler AG shares are traded off-market in form of American depositary receipts
(ADR). As Daimler AG terminated its sponsored level 1 ADR programme as of 5 January 2017, those ADR
programmes in respect of Daimler AG are un-sponsored and are managed by various ADR depositaries
independent of Daimler AG. Holders of ADRs under the respective unsponsored ADR programmes are
advised to contact their respective ADR depositaries, brokers or financial institutions with regard to their
rights under such programmes and applicable procedures in connection with the Spin-off.
Stuttgart, December 2021
Daimler AG
The Board of Management
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3.4.2 Publication and Availability of the Prospectus
Following the approval of this Prospectus by BaFin, the Prospectus will be published on the Company’s
website at www.daimlertruck.com under the section www.daimlertruck.com/investors.
3.4.3.3 Form, certification of the Shares and currency of the securities issue
As of the date of this Prospectus, all of the Company’s Shares are ordinary registered shares with no par value
(auf den Namen lautende Stückaktien). The Company’s Shares will be represented by one or more global share
certificates (the “Global Share Certificates”), which will be deposited with Clearstream Banking AG
(“Clearstream”), together with the corresponding global bearer dividend coupons.
In connection with the Spin-off, the shareholders of the Existing Shareholder will receive Shares in the
Company equivalent to the percentage of shares they own in the Existing Shareholder at the time of the
Demerger Transactions Effective Date. In relation to U.S. shareholders of the Existing Shareholders, special
circumstances apply as they hold their shares not via a securities account connected to Clearstream
Banking AG but via Depository Trust Company (DTC) or American Stock Transfer (AST). U.S. shareholders
are offered an alternative settlement option in the form of a newly established sponsored ADR program for the
Shares of the Company.
Section 5 para. 2 sentence 1 of the Articles of Association excludes the shareholders’ right to receive individual
share certificates to the extent permitted by law, unless mandated by the rules of a stock exchange to which the
shares are admitted. The Company is authorized to issue individual share certificates or global certificates
pursuant to section 5 para. 2 sentence 2 of the Articles of Association. All Shares of the Company provide
holders thereof with the same rights and no Shares provide any additional rights.
The Company’s Shares are denominated in EUR.
New Shares:
International Securities Identification Number (ISIN) . . . . . . . . . . . . . . . . . . . . . DE000DTR0CK8
German Securities Code (Wertpapierkennnummer) (WKN) . . . . . . . . . . . . . . . . . . DTR0CK
Ticker Symbol . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DTG
Following the annual general meeting of the Company in 2022, it is intended that the ISIN for the Existing
Shares will be integrated into the ISIN for the New Shares so that the two ISINs will be consolidated.
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supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance
Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any
“manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Shares have been subject to a product approval process by the Banks, which has
determined that the Shares are: (i) compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and
(ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market
Assessment”). Notwithstanding the Target Market Assessment, the price of the Shares may decline and
investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital
protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling or transfer restrictions in relation to any subsequent
offering or resale of Shares and does not constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase,
or take any other action whatsoever with respect to the Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Shares and determining appropriate distribution channels.
In relation to any subsequent offering, transfer or resale of the Shares, legal restrictions may apply in certain
jurisdictions. Potential investors or distributors should make their own assessment on the suitability,
appropriateness and lawfulness of any such offering, transfer or resale and as to their own investment decision
and, if appropriate, seek professional advice for the relevant jurisdiction or jurisdictions. In particular, it may be
unlawful in certain jurisdictions to make Shares available to others, including through a resale, allotment,
delivery or transfer, without a registration or the publication of a disclosure document approved or otherwise
endorsed by the competent authority in such jurisdictions unless an exemption or waiver applies.
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In the Listing Agreement, Daimler AG agreed that during the period commencing on the date of the Listing
Agreement and ending six months after the first day of trading of the Company’s Shares on the Frankfurt Stock
Exchange, without the prior written consent of the Listing Agents, which may not be unreasonably withheld,
Daimler AG will not, and will not agree to:
a) offer, pledge, allot, sell, distribute, transfer or otherwise dispose of, directly or indirectly, any Shares
held by Daimler AG in the Company; this also applies to any transactions economically similar to a
disposal of securities, e.g., the issuance of options and warrants convertible into Shares of the
Company, but excludes, for the avoidance of doubt, the transfer of 5.0% of the Shares in the Company
held by Daimler AG indirectly to Daimler Pension Trust e.V.; or
b) cause or approve, directly or indirectly, the announcement, execution or implementation of any increase
in the share capital of the Company or a direct or indirect placement of Shares of the Company; or
c) propose, directly or indirectly, any increase in the share capital of the Company to any meeting of the
shareholders for resolution, or vote in favor of such a proposed increase; or
d) cause or approve, directly or indirectly, the announcement, execution or proposal of any issuance of
financial instruments provided with options and warrants convertible into Shares of the Company; or
e) enter into a transaction or perform any action economically similar to those described in a) through d)
above.
The foregoing lock-up restrictions for Daimler AG will not restrict the (i) tender, sale and transfer of the
Company’s shares in a takeover bid for the Shares of the Company pursuant to the German Securities
Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz), (ii) the over-the-counter
(außerbörsliche) transfer of the Company’s Shares by Daimler AG to any of its affiliates and the transfer
of the Company’s Shares by any Authorized Recipient (as defined below) to another Authorized Recipient, and
(iii) any allotments or distributions of the Company’s shares to direct or indirect shareholders or other securities
holders of Daimler AG or any affiliates of such shareholders or securities holders (together with any affiliates
under (ii), the (“Authorized Recipients”), provided that in each case mentioned in (ii) and (iii) the Authorized
Recipient shall assume towards the Listing Agents the obligation to comply with the restrictions applicable to
Daimler AG thereunder for the then remaining part of the lock-up period. In particular, the foregoing lock-up
restrictions shall not apply to the capital increases in relation to the Demerger Transactions.
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BNP PARIBAS, Citigroup, Deutsche Bank and JP Morgan or their affiliates entered into financing agreements
with the Company and its affiliates, primarily under the EUR 18 billion Credit Facilities Agreement (see
“10.18.1 Credit Facilities Agreement”). The financing commitments under the EUR 18 Billion Credit Facilities
Agreement were syndicated to more than 20 banks whereby the Banks or affiliates of the Banks (except for
Berenberg) have either maintained their lending position or have become new lenders.
Furthermore, the Banks or their affiliates may have, and may from time to time in the future continue to have,
business relations with the Company and the Existing Shareholder and their respective affiliates, including
lending activities, and have performed or may perform services for the Company and the Existing Shareholder
and their respective affiliates in the ordinary course of business for which they have received or may receive
customary fees and commissions. In addition, certain of the Banks or their affiliates may enter into financing
arrangements (including swaps) with investors in connection with which such Banks (or their affiliates) may
from time to time acquire, hold or dispose of Shares of the Company. None of the Banks intend to disclose the
extent of any such investments or transactions otherwise than in accordance with any legal or regulatory
obligation to do so.
Daimler AG has an interest in the Demerger Transactions as it serves to dispose of a majority shareholding in
Daimler Truck AG. For further details regarding the expectations of Daimler AG and the Company as to the
effects of the Demerger Transactions, see “4.1 Reasons for the Demerger Transactions and Admission to
Trading”.
None of the aforementioned interests in the Admission to Trading constitute a material conflict of interest or a
potential conflict of interest. Consequently, there are no material conflicts of interest with respect to the
Admission to Trading.
For information regarding dual mandates and certain information relating to members of the Management
Board and Supervisory Board see “1.5.2 Membership of the same individuals on boards of the Company and of
the Daimler Group as well as other relationships with the Daimler Group or companies of the Daimler Group
may result in conflicts of interest”, “11.1.1.6 Dual Mandates” and “16.4 Certain Information Regarding the
Members of the Management Board and Supervisory Board”.
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4 REASONS FOR THE DEMERGER TRANSACTIONS AND ADMISSION TO TRADING AND
COSTS OF THE ADMISSION TO TRADING
4.1 Reasons for the Demerger Transactions and Admission to Trading
Daimler AG has decided to implement the Demerger Transactions and thereby give the Daimler Truck Group
the entrepreneurial flexibility it needs in order to adapt its strategy and business model to changing market
conditions in an independent and agile manner. The Demerger Transactions are intended to enable the Daimler
Truck Group to implement its own strategy under better framework conditions, including a more focused
profile to react to the changes in the market environment. In addition, direct access to the capital market opens
up additional sources of financing. The Company intends to ask for admission of the Shares of the Company to
trading on the regulated market (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter
Wertpapierbörse), as well as on the sub-segment with additional post-admission obligations (Prime
Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) to gain access to the capital markets.
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5 DIVIDEND POLICY
5.1 General Provisions Relating to Profit Allocation and Dividend Payments
The shareholders’ share of profits in the Company is determined based on their respective interest in the
Company’s share capital. In a German stock corporation (Aktiengesellschaft), such as the Company, the
distribution of dividends for any given fiscal year, and the amount and payment date thereof, are generally
resolved by the general meeting (Hauptversammlung) of the subsequent fiscal year, based upon a joint proposal
by the Management Board and the Supervisory Board. The annual general meeting must be held within the first
eight months of each fiscal year.
When determining distributable profits, the profit or loss for the fiscal year (Jahresüberschuss/-fehlbetrag) must
be adjusted for retained profit/loss carry forwards (Gewinn-/Verlustvorträge) from the previous fiscal year,
withdrawals from capital reserves or withdrawals from or appropriations to reserves (retained earnings). Certain
reserves are required to be set up by law and must be deducted when calculating the balance sheet profits
available for distribution. Certain additional limitations apply if self-created intangible assets or deferred tax
assets have been capitalized or certain plan assets that exceed corresponding pension liabilities have been
capitalized. Subject to certain statutory restrictions, the general meeting is entitled to transfer additional
amounts to the reserves or carry them forward.
Pursuant to German law, dividends may only be distributed from a distributable balance sheet profit
(Bilanzgewinn) of the Company which is calculated based on the Company’s unconsolidated (separate)
financial statements prepared in accordance with German generally accepted accounting principles of the
German Commercial Code (Handelsgesetzbuch). Such accounting principles differ from IFRS in material
respects.
The Management Board must prepare, inter alia, unconsolidated (separate) financial statements (balance sheet,
income statement and notes to the unconsolidated (separate) financial statements) and a management report for
the previous fiscal year by the statutory deadline and present these to the Supervisory Board and the auditors
immediately after preparation. At the same time, the Management Board must present to the Supervisory Board
a proposal for the allocation of the Company’s distributable balance sheet profit pursuant to section 170 para. 2
of the German Stock Corporation Act (Aktiengesetz). Pursuant to section 171 of the German Stock Corporation
Act (Aktiengesetz), the Supervisory Board must review the financial statements, the Management Board’s
management report and the proposal for the allocation of the distributable profits and report to the general
meeting in writing on the results of such review. The Supervisory Board must submit its report to the
Management Board within one month of receiving the documents. If the Supervisory Board approves the
financial statements after its review, these are deemed adopted unless the Management Board and Supervisory
Board resolve to assign adoption of the financial statements to the general meeting. If the Management Board
and Supervisory Board choose to allow the general meeting to adopt the financial statements, or if the
Supervisory Board does not approve the financial statements, the Management Board must convene a general
meeting without undue delay. If the Management Board and the Supervisory Board approve the unconsolidated
(separate) financial statements, they may, pursuant to section 58 para 2 of the German Stock Corporation Act
(Aktiengesetz), allocate an amount of up to 50% of the Company’s profit for the fiscal year—after deducting
any transfers to statutory reserves and any losses carried forward—to non-statutory reserves.
The general meeting’s resolution on the allocation of the distributable balance sheet profit requires a simple
majority of votes cast to be passed without being bound by the proposal from the Management Board and the
Supervisory Board. Pursuant to the Articles of Association, the general meeting may also, to the extent
permitted by law, approve the distribution of non-cash dividends in addition to the distribution of cash
dividends. Dividends resolved by the general meeting are due and payable on the third business day following
the relevant general meeting, unless a longer period is provided for in the dividend resolution or the articles of
association. The dividends will be paid out in accordance with the rules of the respective clearing system on the
day they become due and payable. Since all of the dividend entitlements with respect to the Company’s Shares
will be evidenced by global dividend coupons (Gewinnanteilsschein) deposited with Clearstream, dividends
with respect to the Company’s Shares will be paid via Clearstream to the custodian banks for the benefit of
shareholders. German custodian banks are under an obligation to distribute the respective funds to their
customers. Shareholders using a custodian bank located outside Germany must enquire at their respective bank
about the terms and conditions applicable in their case. Details on dividend payments and the respective
payment agent will be published in the German Federal Gazette (Bundesanzeiger). To the extent that dividends
can be distributed by the Company in accordance with the German Stock Corporation Act (Aktiengesetz) and
the German Commercial Code (Handelsgesetzbuch) and corresponding decisions are taken, there are no
restrictions on shareholders’ rights to receive such dividends.
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Generally, withholding tax (Kapitalertragsteuer) is withheld from dividends paid. For further information on
the taxation of dividends, see “18.2.2 Taxation of Dividends.”
Pursuant to German law, dividend payment claims are subject to a three-year standard limitation period. Once
time-barred, the relevant dividend payment claim passes to the Company.
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6 CAPITALIZATION, INDEBTEDNESS AND STATEMENT ON WORKING CAPITAL
The following tables set forth (i) the Company’s actual capitalization and indebtedness as of September 30,
2021 and (ii) the actual capitalization and indebtedness of the Daimler Truck Group as of September 30, 2021
on a combined basis together with adjustments for the effects of (a) capital and liquidity funding measures,
(b) the remaining Phase 1 Transactions, and (c) certain other measures (“Other”), all taken or to be taken
prior to the consummation of the Demerger Transactions, but not reflected in the Unaudited Condensed Interim
Combined Financial Statement.
Investors should read these tables in conjunction with “7 Management’s Discussion and Analysis of Financial
Condition and Results of Operations” as well as the Combined Financial Statements and the Audited
Unconsolidated Financial Statements, in each case, including the notes thereto, contained in this Prospectus.
6.1 Capitalization
Notes
(1) Represents the effects of payments from Daimler AG to Daimler Truck AG for the capital and liquidity funding measures prior to
the consummation of the Demerger Transactions comprised of (i) a EUR 1,987 million contribution to equity (capital reserves) to
enable Daimler Truck AG (or its subsidiaries) to acquire and build up the commercial vehicle-related financial services business
and to acquire companies, business activities and economic goods (including rights to use trademarks and patents) attributable to
the trucks and buses division, (ii) a EUR 250 million contribution to equity (capital reserves) to strengthen the assets held to
cover Daimler Truck Group’s pension obligations, and (iii) a EUR 3,143 million contribution to equity (capital reserves) to ensure
that Daimler Truck AG has an adequate equity base.
(2) Represents the effects of (i) net cash purchase price payments of EUR 102 million relating to the acquisition of Mercedes-Benz
Research and Development India Private Limited, (ii) net cash purchase price payments of EUR 5 million relating to the
acquisition of Mercedes-Benz Parts Logistics Eastern Europe s.r.o., (iii) net cash proceeds of EUR 10 million relating to the
disposal of Daimler Commercial Vehicles South East Asia Pte. Ltd. and (iv) a cash payment of EUR 1,425 million for the
purchase price with respect to share deals or asset deals for the acquisitions of the Financial Services Business in the context of
the Phase 1 Transactions minus “financing liabilities allocated based on a target equity ratio,” which are already part of the
Unaudited Condensed Interim Combined Financial Statements. See Note 2 (Basis of Preparation) and Note 27 (Financing
Liabilities) of the Audited Combined Financial Statements and Note 21 (Financing Liabilities) of the Unaudited Condensed
Interim Combined Financial Statements for further information. Effects of refinancing financial liabilities replacing “financial
liabilities allocated based on a target equity ratio” at Daimler Truck Financial Services at the time of the legal reorganization and
as part of the financing of the preliminary purchase price through external debt, that is predominantly the effects of increases in
the portfolio assets at Daimler Truck Financial Services subsequent to September 30, 2021 and prior to the legal transfer date and
as such subject to the finalization of the purchase price determination that will occur subsequent to the finalization of this
Prospectus, are not taken into account. Therefore, the amounts described in the foregoing sentence and the preliminary purchase
prices for (ii) and (iv) are determined based on preliminary valuations and therefore may differ from the final amounts, in
particular because the changes from current operations are not taken into account. In addition, potential changes to long-term and
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short-term classifications of debt due to refinancing financial liabilities are not taken into account as the future structure of the
external financing will not be completed by the time of this Prospectus. Furthermore, (v) represents the effects that debt
guaranteed by Daimler AG as of September 30, 2021 (current: EUR 2,814 million; non-current: EUR 2,138 million) will be
replaced by new and essentially equivalent guarantees issued by companies of the Daimler Truck Group.
(3) Represents the effects of (i) the acquisition of a 10.1% non-controlling interest by Daimler Grund Services GmbH in the amount
of EUR 215 million in each of the Gamma Partnerships and Grundstücksverwaltungsgesellschaft EvoBus GmbH & Co. OHG,
which is accounted for as a financial instrument under IAS 32, (ii) the settlement and termination of cash pooling payables as
well as other financial liabilities of the Daimler Truck Group to the Daimler Group in the amount of EUR 3,243 million, (iii) the
equity effects of the purchase price payment in the amount of EUR 21 million relating to the Agreement on the Transfer of
Divisions and Functions for the purpose of the separation of central functions and mandated functions (see “11.1.1.1.6 Agreements
on Separation of Central Functions and Mandated Functions”), (iv) the equity effects of a new license agreement between the
Daimler Group and the Daimler Truck Group for the right to use the Mercedes-Benz brand for an indefinite period in exchange
for no consideration with a fair value of EUR 1,056 million, (v) the equity effects of the purchase agreements for the Daimler,
Charterway and Fleetboard trademarks and related IPv4 address ranges (EUR 16 million) and (vi) the equity effects of the
purchase agreement for a patent portfolio (EUR 41 million) of Daimler AG, see “11.1.1.1.7 Intellectual Property License and
Purchase Agreements.” The final amount of the cash contribution for (i) and the final amounts for (iv), (v) and (vi) will be based
on external valuations at the time of the transfer and will therefore finally be determined at a later point in time. Therefore, these
amounts are preliminary and determined based on preliminary valuations and therefore may differ from the final amounts, in
particular because the changes from current operations are not taken into account.
(4) Total reflects the sum of the effects of the adjustments resulting from the capital and liquidity funding measures, the effects of the
remaining purchase price payments in relation to Phase 1 Transactions and Other on the figures of Daimler Truck Group as of
September 30, 2021.
(5) Corresponds to “Total liabilities” in the statement of financial position of the Company’s Audited Unconsolidated Financial
Statements, and to the item “Total current liabilities” in the combined statement of financial position of the Unaudited Condensed
Interim Combined Financial Statements for the Daimler Truck Group.
(6) Current debt guaranteed includes mainly guaranteed notes, bonds, commercial papers, financing liabilities to external financial
institutions and certain liabilities and provisions for other risks.
(7) Current debt secured includes current portion of the financing liabilities from ABS transactions.
(8) Corresponds to “Total non-current liabilities” in the combined statement of financial position of the Unaudited Condensed Interim
Combined Financial Statements for the Daimler Truck Group.
(9) Non-current debt guaranteed includes mainly guaranteed notes, bonds, commercial papers, financing liabilities to external financial
institutions and certain liabilities and provisions for other risks.
(10) Non-current debt secured includes non-current portion of the financing liabilities from ABS transactions.
(11) Corresponds to “Total equity” in the statement of financial position of the Company’s Audited Unconsolidated Financial
Statements, and to the item “Total equity” (including “Invested equity attributable to non-controlling interests” in the amount of
EUR 494 million) as shown in the combined statement of financial position of the Unaudited Condensed Interim Combined
Financial Statements for the Daimler Truck Group.
(12) Prior to the completion of the Demerger Transactions, the Daimler Truck Group was not a legal group for consolidated financial
statements reporting purposes in accordance with “IFRS 10—Consolidated Financial Statements” in the periods presented. Its
equity was presented on the basis of the aggregation of the net assets of the Daimler Truck Group under the control of
Daimler AG and centrally managed by the management board of Daimler AG. Consequently, the Unaudited Condensed Combined
Interim Financial Statements for the Daimler Truck Group do not separately disclose share capital, legal reserves and other
reserves.
(13) Corresponds to “Share capital” in the statement of financial position of the Company’s Audited Unconsolidated Financial
Statements.
(14) Corresponds to “Capital reserve” in the statement of financial position of the Company’s Audited Unconsolidated Financial
Statements.
(15) Corresponds to “Loss for the period” in the statement of financial position of the Company’s Audited Unconsolidated Financial
Statements.
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6.2 Indebtedness
Notes:
(1) Represents the effects of payments from Daimler AG to Daimler Truck AG for the capital and liquidity funding measures prior to
the consummation of the Demerger Transactions comprised of (i) a EUR 1,987 million contribution to equity (capital reserves) to
enable Daimler Truck AG (or its subsidiaries) to acquire and build up the commercial vehicle-related financial services business
and to acquire companies, business activities and economic goods (including rights to use trademarks and patents) attributable to
the trucks and buses division, (ii) a EUR 250 million contribution to equity (capital reserves) to strengthen the assets held to
cover Daimler Truck Group’s pension obligations, and (iii) a EUR 3,143 million contribution to equity (capital reserves) to ensure
that Daimler Truck AG has an adequate equity base.
(2) Represents the cash effects of (i) the purchase price payments of EUR 102 million relating to the acquisition of Mercedes-Benz
Research and Development India Private Limited, (ii) the purchase price payment of EUR 5 million relating to the acquisition of
Mercedes-Benz Parts Logistics Eastern Europe s.r.o., (iii) the net cash proceeds of EUR 10 million relating to the disposal of
Daimler Commercial Vehicles South East Asia Pte. Ltd., (iv) the purchase price payment for the fund and cost investments in the
amount of EUR 41 million to Daimler Truck Group and (v) the cash payment of EUR 1,425 million for the purchase price with
respect to share deals or asset deals for the acquisitions of the Financial Services Business in the context of the Phase 1
Transactions minus “financing liabilities allocated based on a target equity ratio”, which are already part of the Unaudited
Condensed Interim Combined Financial Statements, see Note 2 (Basis of Preparation) and Note 27 (Financing Liabilities) of the
Audited Combined Financial Statements and Note 21 (Financing Liabilities) of the Unaudited Condensed Interim Combined
Financial Statements for further information. Effects of refinancing financial liabilities replacing “financial liabilities allocated
based on a target equity ratio” at Daimler Truck Financial Services at the time of the legal reorganization and as part of the
financing of the preliminary purchase price through external debt, that is predominantly the effects of increases in the portfolio
assets at Daimler Truck Financial Services subsequent to September 30, 2021 and prior to the legal transfer date and as such
subject to the finalization of the purchase price determination that will occur subsequent to the finalization of this Prospectus, are
not taken into account. Therefore, the amounts described in the foregoing sentence and the preliminary purchase prices for
(ii) and (v) are determined based on preliminary valuations and therefore may differ from the final amounts, in particular because
the changes from current operations are not taken into account.
(3) Represents the effects of (i) a cash contribution in the amount of EUR 215 million from Daimler Grund Services GmbH to
Daimler Truck AG for a non-controlling share of 10.1% in each of the Gamma Partnerships and
Grundstücksverwaltungsgesellschaft EvoBus GmbH & Co. OHG, (ii) the settlement and termination of cash pooling arrangements
as well as other financial liabilities and receivables between the Daimler Group and the Daimler Truck Group, of which
EUR 4,503 million correspond to cash pooling receivables and loan receivables and EUR 3,243 million to cash pooling liabilities
and loan payables of Daimler Truck Group (excluding the Financial Services segment), (iii) the cash effects of the Agreement on
the Transfer of Divisions and Functions for the purpose of the separation of central functions and mandated functions in the
amount of EUR 21 million (see “11.1.1.1.6 Agreements on Separation of Central Functions and Mandated Functions”), (iv) the
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cash payments of the purchase agreements for the Daimler, Charterway and Fleetboard trademarks of EUR 13 million and related
IPv4 address ranges (EUR 12 million), (v) the cash payments for a patent portfolio (EUR 65 million) and (vi) cash payments for
license agreements to the patent portfolio (EUR 41 million) of Daimler AG, see “11.1.1.1.7 Intellectual Property License and
Purchase Agreements.” The final amount of the cash contribution for (i) and the final amounts for (iv), (v) and (vi) will be based
on external valuations at the time of the transfer and will therefore finally be determined at a later point in time. Therefore, these
amounts are preliminary and determined based on preliminary valuations and therefore may differ from the final amounts, in
particular because the changes from current operations are not taken into account.
(4) Total reflects the sum of the effects of the adjustments resulting from the capital and liquidity funding measures, the effects of the
remaining purchase price payments in relation to Phase 1 Transactions and Other on the figures of Daimler Truck Group as of
September 30, 2021.
(5) For the Company, “A. Cash” corresponds to “Cash and cash equivalents” in the statement of financial position of the Company’s
Audited Unconsolidated Financial Statements. For the Daimler Truck Group, “A. Cash” is included in the item “Cash and cash
equivalents” in the combined statement of financial position of the Unaudited Condensed Interim Combined Financial Statements
for the Daimler Truck Group and comprises cash and deposits at banks, checks and cash in transit.
(6) For the Daimler Truck Group, “B. Cash equivalents” is included in the item “Cash and cash equivalents” in the combined
statement of financial position of the Unaudited Condensed Interim Combined Financial Statements for the Daimler Truck Group
and comprises short-term deposits at banks and restricted funds in the amount of EUR 106 million relating primarily to
subsidiaries where exchange controls apply so that Daimler Truck Group has restricted access to the funds.
(7) Reflects the sum of “Marketable debt securities and similar investments”, which are part of the Daimler Truck Business’ liquidity
management and “Other financial assets” (excluding derivative financial instruments used in hedge accounting in the amount of
EUR 57 million) as shown in the Unaudited Condensed Interim Combined Financial Statements for the Daimler Truck Business.
(8) Reflects the sum of “Financing liabilities” and “Other financial liabilities”, each as shown in the combined statement of financial
position of the Unaudited Condensed Interim Combined Financial Statements for the Daimler Truck Business, and includes
EUR 169 million of current lease liabilities.
(9) Corresponds to the sum of “Financing liabilities” (excluding notes/bonds, liabilities from ABS transactions) and “Other financial
liabilities” (excluding derivative financial instruments used in hedge accounting), each as shown in the combined statement of
financial position of the Unaudited Condensed Interim Combined Financial Statements for the Daimler Truck Business, and
includes EUR 1,050 million of non-current lease liabilities.
(10) Corresponds to the sum of “Notes/bonds”, “Liabilities from ABS transactions” and “Derivative financial instruments used in hedge
accounting”, each as shown in the Unaudited Condensed Interim Combined Financial Statements for the Daimler Truck Business.
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7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The discussion and analysis below provides information that the Group believes is relevant to an assessment
and understanding of the Group’s historical financial position and results of operations. You should read this
discussion and analysis in conjunction with the section entitled “2.5 Presentation of Financial Information.”
The financial information contained in the following section has been taken or derived from the Daimler Truck
Business’ audited combined financial statements as of and for the fiscal years ended December 31, 2020, 2019
and 2018 (the “Audited Combined Financial Statements”), the Daimler Truck Business’ unaudited condensed
interim combined financial statements as of and for the nine months ended September 30, 2021 (the
“Unaudited Condensed Interim Combined Financial Statements”, and together with the Audited Combined
Financial Statements, the “Combined Financial Statements”), the audited unconsolidated financial statements
of Daimler Truck Holding AG as of and for the stub period from March 25, 2021 to September 30, 2021 (the
“Audited Unconsolidated Financial Statements”) and the Group’s accounting records or internal reporting
systems. The Audited Combined Financial Statements were prepared in accordance with IFRS as adopted by
the European Union. The Unaudited Combined Interim Financial Statements were prepared in accordance with
international accounting standard 34 “Interim financial reporting” (IAS 34) as adopted by the European
Union. The Audited Unconsolidated Financial Statements as of and for the stub period from March 25, 2021 to
September 30, 2021 have been prepared in accordance with IFRS as adopted by the European Union.
Where financial information in the following tables is labeled “audited”, this means that it has been taken from
the audited financial statements mentioned above. The label “unaudited” is used in the following tables to
indicate financial information that has not been taken from the audited financial statements mentioned above,
but has been taken either from the Unaudited Condensed Interim Combined Financial Statements or the
accounting records or the internal reporting systems of the Group or has been calculated based on figures from
the aforementioned sources.
The following discussion of the Group’s results of operations also makes reference to certain financial
measures not defined by IFRS. Prospective investors should bear in mind that these financial measures may not
be comparable to other similarly titled measures of other companies, have limitations as analytical tools and
should not be considered in isolation or as a substitute for analysis of the Group’s results of operations as
reported under IFRS. See “2.9 Alternative Performance Measures.”
7.1 Overview
The Group is one of the world’s largest manufacturers of medium-duty (“MDT”) and heavy-duty (“HDT”)
trucks based on unit sales (source: IHS Markit). The Group operates a global network in which it produces
trucks and buses under the brands Mercedes-Benz, Freightliner, Western Star, FUSO, BharatBenz, Setra and
Thomas Built Buses. Flagship products of the Group include the Mercedes-Benz Actros, Freightliner Cascadia
and the FUSO Canter, which represent some of the most popular trucks on the road worldwide. Alongside the
sale of vehicles and related components and services, the Group also provides tailored financial services to
support the purchase and use of its trucks and buses.
As of September 30, 2021, the Group had a total of 101,550 employees (headcount) and more than 40
production facilities located in North America, the EU30, Asia and Latin America. The Group has a presence
in most countries around the world and leading market positions in key regions, including North America, the
EU30, Japan and Brazil. The Group’s headquarters are in Leinfelden-Echterdingen, Germany and it has
significant production operations in Brazil, France, Germany, India, Japan, Mexico, Turkey and the United
States. In China, the Group owns a 50% stake in Beijing Foton Daimler Automotive Co., Ltd. (“BFDA”), a
joint venture with Chinese partner Foton, which produces trucks under the Auman brand.
The Group’s truck product range includes light-, medium- and heavy-duty trucks for long-distance, distribution
and construction-site haulage, special vehicles that are used mainly in municipal applications as well as
industrial engines. Trucks account for the large majority of the Group’s total unit sales and revenue. The
Group’s bus product range comprises city and inter-city buses, touring coaches and bus chassis.
Alongside the sale of new and used commercial vehicles, the Group also offers a range of aftersales services
that constitute a significant source of revenue. For both trucks and buses, the Group has a global network of
service points which perform maintenance and repair services and sell spare parts. To complement its
traditional service offering, the Group also increasingly provides digital services such as preventative
maintenance alerts via remote diagnostic tools and fleet management. As many of the Group’s latest trucks and
buses are wirelessly connected to mobile networks, the Group is able to offer a growing a number of
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connectivity solutions under brand names including Detroit Connect, Fuso Connect, Mercedes-Benz Uptime,
Fleetboard and others.
In addition to its vehicles with conventional internal combustion engine-driven powertrains, the Group offers an
increasing number of battery-electric vehicles in series production, which began with the Fuso eCanter in 2017,
and is developing fuel-cell electric vehicles, along with related charging and intelligent infrastructure. The
Group is fully committed to the international climate agreement referred to as the “Paris Agreement” and to
supporting a carbon-neutral economy by 2050. By 2039, the Group aims to offer only new vehicles in Europe,
North America and Japan that are CO2 neutral in driving operation (tank-to-wheel). To achieve this, the Group
already has a range of battery-electric commercial vehicles on the road, including the Freightliner eCascadia
and eM2, the Mercedes-Benz eActros and the FUSO eCanter. The Group believes that demand for both BEVs
and FCEVs will increase significantly due to the global trend towards ZEVs and the broad range of use cases
in the commercial transportation industry. To this end, Daimler Truck AG recently established a joint venture
with Volvo to develop, manufacture and market fuel cell systems for heavy-duty commercial vehicle
applications and other areas of application and it also has a number of further strategic partnerships centered on
battery-electric and hydrogen supply and charging. Furthermore, the Group offers e-mobility consulting
services to assist its customers with the transition to ZEVs.
The Group’s activities are divided into five reporting segments: Mercedes-Benz (“MB”), Trucks North America
(“TN”), Trucks Asia (“TA”), Daimler Buses (“DB”) and Financial Services (“Financial Services”, or the
“Financial Services Business”). MB, TN, TA and DB are collectively referred to as the “Automotive
Segments.” The Automotive Segments engage in the production and sale of trucks, buses, engines and related
services and have divisions which produce and market brand-specific products. In addition, other business
activities and investments, in particular in the area of autonomous driving, as well as functions and services
provided by the Group’s headquarters and other Group companies not allocated to the segments and projects
managed by headquarters are recorded under reconciliation (“Reconciliation” and, together with the
Automotive Segments, the “Industrial Business”). In 2021, Volvo and Daimler Truck AG entered into a
50-50 joint venture called cellcentric GmbH & Co. KG (“cellcentric”) for the development, manufacture and
marketing of hydrogen fuel cells and systems, which is also included in Reconciliation. The Financial Services
Business supports the sales of the Group’s truck and bus brands with tailored financial services that include
leasing and financing packages, as well as insurance and rental solutions purchased by the Group’s customers
and plans to offer fleet management and integrated service offerings to the Group’s customers. In 2020, prior to
Reconciliation adjustments, the Automotive Segments generated revenue of EUR 36,654 million (or 96.8% of
total Group revenue pre-Reconciliation) and the Financial Services Business generated revenue of
EUR 1,207 million (or 3.2% of total Group revenue pre-Reconciliation).
In 2020, the Group sold 378,290 total units (2019: 521,545), generating revenue of EUR 36,013 million
(2019: EUR 46,244 million), an Adj. EBIT (Industrial Business) of EUR 655 million
(2019: EUR 2,600 million) and Adj. RoS (Industrial Business) of 1.9% (2019: 5.8%). The Group’s most
important sales markets in 2020 on a unit sales basis were North America with 37.4% (2019: 39.5%), Asia with
18.6% (2019: 20.9%) and the EU30 with 17.4% (2019: 17.0%). On a total revenue basis, the Group’s most
important markets in 2020 were also North America with 38.1% (2019: 41.6%), Europe with 31.2%
(2019: 28.4%) and Asia with 16.4% (2019: 15.1%).
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goal of making the Group more agile and competitive. On October 1, 2021, the shareholders of Daimler AG
formally approved the Spin-off and proposed listing of the Shares of the Company.
As discussed in more detail in “3 Separation, Demerger Transactions and Admission to Trading”, the
separation of the Group from the Daimler Group will be undertaken in multiple steps, comprising the Demerger
Transactions, the Phase 1 Transactions and the Phase 2 Transactions. Given that the Group was not a group in
accordance with IFRS 10 prior to the completion of the reorganization and due to the significant restructuring
involved, the Group has a “Complex Financial History”, according to Commission Delegated
Regulation (EU) 2019/980, as there is no historical financial information for the Group as of and for the
years ended December 31, 2020, 2019 and 2018 and as of and for the nine-month period ended September 30,
2021 that reflects the entire operations of the Group. Therefore, Daimler AG has prepared the Combined
Financial Statements for those periods, which in general reflect the business of Daimler Trucks & Buses and
Daimler Truck Financial Services that will have been transferred to the Group up until completion of the Phase
1 Transactions. Legal entities and operations being transferred to the Group in the Phase 2 Transactions are not
reflected in the Combined Financial Statements.
For the reporting periods under consideration, the activities of the Group were conducted by a variety of legal
entities, many of which also conducted other business activities than operations now conducted by the Group
(the “Mixed Entities”) and many of which solely conducted Group operations (the “Dedicated Entities”), but
were not subsidiaries of Daimler Truck AG.
The scope of combination for the Combined Financial Statements of the Daimler Truck Business for 2020,
2019 and 2018 and for the nine-month period ended September 30, 2021 was determined based on the legal
reorganization concept. Accordingly, the Combined Financial Statements generally reflect all entities,
operations, assets and liabilities which, as a result of the legal reorganization under common control of
Daimler AG (Project Future and the Phase 1 Transactions), will be part of the Group by the date of the Spin-
off. This approach is based on the fact that the economic activities that form the Group were not commonly
managed in the past, but the entities and operations in scope will be legally bound together through a
reorganization that will happen simultaneously with the Spin-off.
Dedicated entities and operations conducted in those Mixed Entities, which constitute a business as defined in
accordance with IFRS 3 “Business Combinations” and that have been transferred during Project Future or will
be transferred to the Group during the Phase 1 Transactions, are included with their respective assets and
liabilities (historical carrying amounts extracted from the IFRS consolidated financial statements of
Daimler AG) as well as income and expenses in the Combined Financial Statements for all reporting
periods presented. This also applies to former Mixed Entities, which at the date of the Spin-off represent
Dedicated Entities due to transfers of non-Group operations to the remaining Daimler Group companies up
until the Spin-off. Businesses acquired from third parties during the reporting periods of the Combined
Financial Statements were included from the date as of which the Daimler Group gained control based on fair
values in accordance with IFRS 3.
In general, Dedicated Entities have been reflected in the Combined Financial Statements in their entirety. For
Mixed Entities, the attribution of long lived assets and liabilities is based on the executed legal transfer or
intended legal transfer concept as of the date of the Spin-off, or, in case such assets and liabilities were already
derecognized in periods prior to the legal transfer, based on whether such assets or liabilities were directly
attributable to the Group’s business. Short-term assets and liabilities were presented in the Combined Financial
Statements if they were directly attributable to Group business. Short-term assets and liabilities that were not
directly attributable to Group business were excluded, unless such items were expected to be legally transferred
to the Group. Income and expenses for Mixed Entities are presented based on the concept of reflecting all costs
of doing business by direct attribution or allocation of the costs historically incurred by the Daimler Truck
Business. For a description of certain special considerations applicable to liabilities of specified Mixed Entities
within Daimler Truck Financial Services, please refer to Note 2 to the Audited Combined Financial Statements
beginning on page F-2. For the purpose of cost allocation, reasonable keys have been used and applied
consistently to the periods under consideration. For periods following the transfer to a Dedicated Entity, income
and expenses were reported as incurred and at arm’s length basis.
Daimler AG and Daimler Truck AG have prepared the Audited Combined Financial Statements in compliance
with IFRS and the interpretations of the IFRS Interpretations Committee as adopted by the European Union.
The Unaudited Condensed Interim Combined Financial Statements were prepared in accordance with
international accounting standard 34 “Interim financial reporting” (IAS 34) as adopted by the European Union.
As IFRS provides no guidelines for the preparation of combined financial statements, rules given in IAS 8
“Accounting policies, changes in accounting estimates and errors”, particularly IAS 8.12, have been used.
107
IAS 8.12 requires the consideration of the most recent pronouncements of other standard setting bodies, other
financial requirements and recognized industry practices.
Following IAS 8.12, the predecessor accounting approach has been applied in the Audited Combined Financial
Statements of the Daimler Truck Business, i.e. the Audited Combined Financial Statements are considered to be
an extract from the consolidated financial statements of the parent company Daimler AG (referred to as the
“Extraction Method”) and reflect the activities attributable to the Daimler Truck Business as they have been
historically included in the Consolidated Financial Statements of Daimler AG. Hence, the Daimler Truck
Business is presented using the carrying amounts and historical costs that are also included in the IFRS
consolidated financial statements of Daimler AG. In general, the same accounting policies are applied by the
entities in the scope of combination as they were used for the preparation of the IFRS consolidated financial
statements of Daimler AG. However, adjustments were made to the extent necessary to present the Daimler
Truck Business as a separate, stand-alone reporting entity, particularly with no intercompany elimination made
between the Daimler Truck Business and the remaining Daimler Group. This approach is recognized for the
preparation of combined financial statements with respect to reporting in a securities prospectus.
The Unaudited Condensed Interim Combined Financial Statements were prepared on the same basis as the
Audited Combined Financial Statements. They should therefore be read in combination with each other. Since
IFRS provides no guidelines for the preparation of Unaudited Condensed Interim Combined Financial
Statements, rules given in IAS 8.12 have been used. Consistent with the Audited Combined Financial
Statements, the predecessor accounting approach has been applied in the Unaudited Condensed Interim
Combined Financial Statements following IAS 8.12. Furthermore, the same combination rules have been
applied as in the Audited Combined Financial Statements.
The Audited Combined Financial Statements and the Unaudited Condensed Interim Combined Financial
Statements have been prepared in Euros. All figures are shown rounded, so minor discrepancies may arise
when adding up these amounts. Furthermore, the preparation of the Audited Combined Financial Statements in
accordance with IFRS and the Unaudited Condensed Interim Combined Financial Statements in accordance
with IAS 34 requires management to make estimates that affect the reported amounts of certain items in the
combined statements of financial position and in the combined statements of income, as well as the related
disclosure of contingent assets and liabilities. See also “1.4.8 The Group’s combined financial statements are
based on management judgements and a series of assumptions and estimates that may prove inaccurate and not
necessarily representative of the results the Group would have achieved or will achieve as a stand-alone
publicly listed company.”
For more information, see Note 1, Note 2 and Note 4 to the Audited Combined Financial Statements, beginning
on page F-2, and Note 1, Note 2 and Note 4 to the Unaudited Condensed Interim Combined Financial
Statements, beginning on page F-118.
108
Group worldwide. Its product portfolio primarily comprises tailored financing and leasing packages for
end-customers and dealers, and brokering of commercial vehicles insurance.
Unless otherwise indicated, revenue information provided below for individual segments is presented prior to
Reconciliation, meaning that transactions between segments are included at their recorded values. These
transactions are generally eliminated in the Reconciliation. Combined financial information provided for the
Daimler Truck Business is presented after Reconciliation. In addition, Reconciliation also includes other
business activities and functions, as described in “7.1 Overview.”
7.5.1 General Economic Conditions and the Impact of the Covid-19 Pandemic
The Group’s results of operations depend significantly on general macroeconomic conditions and economic
cycles globally and in its key markets, including in 2020, in particular, North America with 37.4% of the
Group’s unit sales, Asia with 18.6% and the EU30 with 17.4%. On a total revenue basis, the Group’s most
important markets in 2020 were North America with 38.1%, Europe with 31.2% and Asia with 16.4%.
Macroeconomic conditions and economic cycles affect both the level of demand for the Group’s vehicles and
services as well as the prices at which they can be sold. The commercial vehicle industry, in particular for
trucks, is highly cyclical, which means that periods of investment in commercial vehicles are generally
followed by slower periods in which demand levels decline. The length, timing and intensity of specific
demand cycles, which may affect individual market segments, customer groups and regions in which the Group
operates, are subject to uncertainty. Economic conditions can be impacted by a number of factors, including
volatility in global financial markets, macroeconomic policy, trade policy and conflicts, business and consumer
sentiment, monetary policy (i.e., interest rates), inflation, fluctuating commodity prices and public and private
debt levels. Furthermore, geopolitical events, domestic political tension, terrorism, natural catastrophes,
pandemics or other unforeseen events may prompt unexpected responses from the markets and declines in
demand for the Group’s products. Demand cycles for commercial vehicles may further be affected by
regulatory developments, such as increases in road tolls, which may result in lower demand for certain vehicles,
or changes in emissions standards, which can lead to increasing demand prior to the effective date of such new
developments and decreasing demand thereafter.
Actual or anticipated improvements in economic conditions generally result in higher business volume for the
Group’s corporate customers, which generally translates into higher demand for trucks and buses. Conversely, a
weak or uncertain economic environment, particularly when combined with rising cost of capital and low
business and consumer confidence, tends to discourage fleet owners from replacing or expanding their
commercial vehicle fleets. The heavy-duty truck industry for example is sensitive to business cycles in the
manufacturing and industrial sectors, which generate a significant portion of freight tonnage hauled and are in
turn dependent on the overall business environment. The Group also depends on demand from public
transportation providers and other public sector customers that operate bus and other commercial vehicle fleets,
and whose budgets are often directly or indirectly affected by the macroeconomic environment. The market for
buses can, however, also be unpredictable at times and may not always follow traditional business cycles. New
bus orders vary from year to year and are influenced, among other factors, by major replacement programs, the
introduction of new regulatory standards, shifts in tourism trends and the expansion of transit systems and other
networks by transit authorities, which in turn depend on public and private funding for such purposes.
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During 2020, the Covid-19 pandemic and the containment measures implemented to combat it caused the
global economy to contract by 3.4% in real terms (source: World Bank 2021) and led to the most severe
recession since the end of World War II. Central banks and governments around the world have implemented
extensive and unusually expansive measures in order to mitigate the impact of the economic downturn on
companies and employees, including via significant borrowing programs that have increased government
deficits.
The Covid-19 pandemic hit the economies of the industrialized countries very hard, triggering deep recessions
in the United States and the Eurozone where economic output decreased by 3.4% and 6.5%, respectively, in
2020 compared to 2019 (sources: US BEA; Eurostat). In Asia, China was able to contain the spread of the
virus, achieving positive growth of 2.3% compared to 2019 (source: National Bureau of Statistics of China).
Although some other Asian countries were able to benefit from China’s quick recovery, Japan suffered a severe
downturn and its gross domestic product decreased according to the Group’s estimates by 4.0% in 2020
compared to 2019.
The severe economic crisis, in combination with contracting markets caused by expected developments in the
economic cycle, caused the demand for heavy-duty trucks to decrease sharply in many of the Group’s key sales
markets in 2020. The North American and EU30 markets for heavy-duty trucks contracted by 26.0% and
28.6%, respectively, in 2020 compared to 2019. Certain other markets, such as Brazil and Japan, performed
better than expected, with market growth declining by only 9.9% and 6.4%, respectively, in 2020 compared to
2019 (source: IHS Markit).
The decreased demand for heavy-duty trucks was reflected in the Group’s unit sales, which declined in North
America from 206,266 to 141,560, in the EU30 from 88,766 to 65,863, in Asia from 109,158 to 69,727 and in
Latin America from 52,752 to 33,723 between 2019 and 2020. In contrast, due to the strong rise in demand in
China, unit sales of Auman trucks, which the Group produces at its joint venture BFDA, increased to 126,446
in 2020 compared to 86,214 in 2019. DB sold 18,932 buses and chassis worldwide in 2020, compared to
29,763 in 2019, mainly influenced by the global effects of the Covid-19 pandemic.
As a consequence of the pronounced decrease in unit sales, the Group’s revenues declined 22.1%, from
EUR 46,244 million in 2019 to EUR 36,013 million in 2020. The Group’s revenues were also negatively
impacted by a smaller contribution from its aftersales business due to weaker demand. Cost of sales declined
from EUR 37,596 million in 2019 to EUR 30,531 million in 2020 as a result of production and cost
adjustments in response to the Covid-19 pandemic, resulting in gross profit of EUR 5,482 million in 2020
compared to EUR 8,648 million in 2019. EBIT was EUR 491 million in 2020 compared to EUR 2,792 million
in 2019.
In the first nine months of 2021, many economies throughout the Group’s markets, including in the United
States, the EU30 and Asia, experienced economic recoveries as vaccination rates increased (particularly in
developed markets), containment measures were lifted or relaxed and expectations regarding the end of the
Covid-19 pandemic generally rose. This led to a significant recovery in the Group’s unit sales and revenue in
the nine months ended September 30, 2021 compared to the same period in 2020. Specifically, unit sales at the
Group level in the nine months ended September 30, 2021 compared to the nine months ended September 30,
2020 increased from 258,042 to 324,149, driven by increases in unit sales in North America from 98,808 to
117,042, in the EU30 from 42,615 to 50,026, in Asia from 57,429 to 62,038 and in Latin America from 24,751
to 40,332. DB sold 12,669 buses and chassis worldwide in the nine months ended September 30, 2021,
compared to 12,480 in the same period in 2020. While these broadly positive economic trends supported unit
sales and revenues at the Group level in the first half of 2021, the second half of 2021 has so far developed
more disparately as production bottlenecks caused by supply chain constraints, mainly due to shortages of
semiconductors, have especially affected the heavy-duty truck market segment. In the quarter ended
September 30, 2021, the North American market (class 8) was close to its prior-year volume with growth of
just under 1% compared to the same period in 2020. The market in the EU30 region showed slight growth of
approximately 5%. In Brazil, demand rose by about 45%. The Japanese market was nearly 2% smaller than in
the prior-year period (source: Company Internal Analysis). See also “7.5.6 Procurement Costs and Availability
of Materials.”
Driven by the recovery in unit sales, notwithstanding the effects of supply chain constraints which have
intensified in the latter half of 2021 so far, the Group’s revenues increased by 13.0%, from EUR 25,154 million
in the nine months ended September 30, 2020 to EUR 28,418 million in the nine months ended September 30,
2021, reflecting revenue increases in North America, the Europe and Asia. The revenue contribution from the
Group’s aftersales business also increased significantly due the recovery in demand. Cost of sales increased
from EUR 21,622 million in the nine months ended September 30, 2020 to EUR 23,126 million in the nine
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months ended September 30, 2021 as a result of the growth in sales, resulting in gross profit of
EUR 5,292 million in the nine months ended September 30, 2021 compared to EUR 3,532 million in the nine
months ended September 30, 2020. EBIT was EUR 2,940 million in the nine months ended September 30,
2021 compared to a EUR 53 million loss in the nine months ended September 30, 2020.
Whether this recovery will be sustained is currently uncertain, however, as outbreaks in many countries, driven
by highly contagious variants of the disease, as well as low vaccination rates (especially in emerging
economies), have led to a surge in new cases and, in some cases, the re-imposition of containment measures,
for instance in certain countries in Europe. Nonetheless, the Group continues to expect the world economy,
including important truck markets, to continue its strong recovery in 2021 as the impact of the Covid-19
pandemic generally recedes. As global vaccination programs continue to gain momentum, the economic
situation should also continue to improve, with the global economy returning to its pre-crisis levels of the
fourth quarter of 2019 and key regional economies, such as the United States, experiencing robust growth
fostered by supportive government and central bank policies and a surge in private demand leading to sustained
economic recoveries. The recovery of the EU30 is expected to lag somewhat behind the United States due to an
initially slower vaccination rollout and generally lower fiscal support measures, though the trend is still
expected to remain positive. As a result, the Group anticipates significant sales growth in 2021, mainly driven
by its expectations for the North American and EU30 truck markets. However, the ongoing recovery may not
continue as envisioned, and even if it continues, its exact timing and magnitude are currently uncertain.
In 2020, the Group’s unit sales were substantially lower than in 2019 in all markets, largely due to the strong
contraction of demand in the Group’s key markets as a result of the Covid-19 pandemic, as well as a downturn
in the economic cycle. In the nine months ended September 30, 2021, the Group has been acutely affected by
an ongoing global shortage of semiconductors, which the Group needs to complete its products, and broader
adverse effects on global supply chains. Supply issues related to semiconductors may not be alleviated in the
near future. It could take several years for the global shortage to be resolved. See also “1.1.6 The Group is
dependent on third-party suppliers and in particular faces an ongoing shortage of semiconductors crucial to its
products.”
Market conditions from 2018 to 2019 across the Group’s major markets were largely positive and supportive of
growth in sales volume. GDP growth of 2.9% in 2018 and 2.3% in 2019 in the United States (source: BEA)
helped propel total market volumes of 560,000 and 595,000 units in North America in 2018 and 2019,
respectively (source: IHS Markit). In the EU30, GDP growth of 1.9% in 2018 and 1.3% in 2019
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(source: Eurostat) had a similar effect with total market volumes of 383,000 and 385,000 MDT and HDT
trucks, respectively (source: IHS Markit).
Despite the generally higher unit sales in the United States and the EU30 in 2018 and 2019, the Group
experienced slight reductions in market share for certain of its products in its major markets from 2018 to 2019.
In the EU30, market share for MDT and HDT trucks decreased from approximately 20.5% to 19.8% from 2018
to 2019 and for buses from 27.7% to 27.2% (source: IHS Markit). The Group believes it has lost share in the
EU30 for a number of reasons, including customers perceiving the Group’s portfolio as being overly
complicated, and the Group’s general decline in customer rankings of its products, sales and service experience
since 2015.
In 2020, market volumes were substantially lower than in 2019, largely due to the contraction of the Group’s
key markets in the wake of the Covid-19 pandemic, though in certain cases the Group’s market share increased,
such as in the North American MDT market where it increased from 17.0% in 2019 to 17.3% in 2020
(source: IHS Markit), supported in part by the Group’s strong on-highway products.
The table below sets forth the Group’s market share (by percentage of total market) for a selection of the
Group’s most important markets and product classes by unit sales for the fiscal years ended December 31,
2020, 2019 and 2018, based on IHS Markit.
Daimler Trucks (MDT and HDT Trucks)(1) 2020 2019 2018
EU30 . . . . . . ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.6% 19.8% 20.5%
Germany . . . ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35.4% 33.7% 35.3%
Brazil . . . . . ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31.3% 29.0% 27.4%
North America (HDT) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36.8% 37.0% 36.7%
North America (MDT) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.3% 17.0% 19.9%
Japan . . . . . . ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.1% 18.0% 18.2%
Indonesia . . . ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48.7% 45.4% 42.8%
Daimler Buses(1) 2020 2019 2018
EU30 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28.2% 27.2% 27.7%
Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48.9% 50.7% 49.2%
Brazil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46.6% 50.3% 25.6%
Note:
(1) Based on IHS Markit Data.
The table below sets forth the Group’s market share (by percentage of total market) for a selection of the
Group’s segments in select markets for the fiscal years ended December 31, 2020 and 2019, based on Company
Internal Analysis.
MB 2020 2019
EU30 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.5% 20.0%
TN 2020 2019
North America (Class 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40.0% 38.8%
North America (Class 6–7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32.4% 32.9%
The table below sets forth the Group’s market share (by percentage of total market) for a selection of the
Group’s segments in select markets for the nine months ended September 30, 2021 and 2020, based on
Company Internal Analysis.
MB 2021 2020
EU30 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.0% 19.3%
TN 2021 2020
North America (Class 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40.1% 39.5%
North America (Class 6–7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35.3% 33.9%
In order to maintain or gain market share, the Group may need to incur considerable selling expenses, among
other costs. In certain cases, the Group expends significant resources on sales and marketing efforts, as well as
on research and development to adapt to customer preferences in individual markets. For example, the Group
first entered India with its brand BharatBenz in 2012, offering products tailored specifically to the Indian
market. While growing its market share in India for trucks over 9 tons from 6.0% in 2018 to 9.1% in 2020, the
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Group has made substantial investments in localized production and sales there (source: Company Internal
Analysis).
A number of specific factors are expected to further drive the Group’s ability to maintain or gain market share,
and thereby grow its sales volumes, in both its key markets and new markets where it intends to expand. These
include, in particular, the TCO of its vehicles, the market acceptance of its existing and forthcoming vehicle
generations, and the ability to develop a commercially attractive product portfolio in response to changing
regulatory and customer requirements in the medium to long-term, in particular autonomous driving
technologies, connectivity and ZEV featuring battery-electric or fuel-cell electric drivetrains. See also “9
Industry Overview.”
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Customer mix can also influence the Group’s margins. In the heavy-duty and medium-duty truck market, the
majority of sales for TN for instance tend to be to operators with sizeable truck fleets, spread across industries
such as logistics, beverage production and mining. In comparison to smaller fleet or individual owners/
operators, these large customers are generally able to negotiate lower margins for the Group’s products in
exchange for their large order volumes.
Geographic mix can also impact the Group’s results, as the importance of different product classes varies by
geographic market. For example, the majority of trucks the Group sells in Asia are light-duty models, which
generally have lower vehicle margins than the medium- and heavy-duty models that are predominant in the
European and North American markets.
As a result, the Group’s results of operations are affected by the relative demand for particular products, and
relative demand from particular customer types and customers in particular geographies.
In the period under review, the Group’s results were adversely affected by the Covid-19 pandemic’s impact on
product mix. At DB, for example, unit sales of coach buses by each of the Mercedes-Benz and Setra brands
have fallen dramatically since the second quarter of 2020 due to government restrictions on travel and general
apprehension among potential travelers and have yet to rebound to pre-Covid-19 pandemic levels.
For the
For the nine months
year ended ended
December 31 September 30
2020 2021
EUR millions EUR millions
(audited) (unaudited)
Cost of sales . . . . . . . . . . . . . . . . . . .... . . . . . . . . . . . . . . . . . 85 65
Selling expenses . . . . . . . . . . . . . . . . .... . . . . . . . . . . . . . . . . . 31 18
General administrative expenses . . . . . . .... . . . . . . . . . . . . . . . . . 27 17
Research and non-capitalized development costs . . . . . . . . . . . . . . . . . 23 16
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166 116
The Group is seeking to reduce its fixed costs by 15% by 2023 from fiscal year 2019 levels, to be achieved in
part through 15% reductions in capital expenditures and R&D spending and through performance-based capital
allocation as well as personnel cuts at the segment level (most notably MB, as described below). In addition,
the Group has in the past implemented and is currently continuing to further implement a number of
operational performance and cost-saving initiatives to address ongoing high fixed and variable costs impacting
profitability in each of its operating segments.
MB’s operations have been a particular focus for the Group’s cost optimization efforts in the period under
review. Turnaround efforts comprise both top line and bottom line (e.g., material, personnel and non-personnel)
measures, focusing on an increase in sales performance, sustainable cost reduction and a reduction of the break-
even point in Europe and Brazil. In order to achieve personnel cost targets, MB is pursuing an ongoing
personnel cost reduction of EUR 280 million (including a reduction in management positions) by 2023
compared to 2019, with approximately 50% of net savings expected to be delivered by the end of 2021.
MB is also pursuing a non-personnel cost reduction of EUR 200 million by 2023 compared to 2019, with
approximately 50% of net savings expected to be delivered by the end of 2021, driven by a cost and revenue
program implemented to ensure improvement on all Contribution Margin levers. These levers relate to portfolio
improvements, which include a reduction of the number of base vehicle models with low volumes from 140 to
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100 and of the volume of purchased parts by approximately 15%, material-related measures, such as focusing
on commonalities and growing the number of shared parts used globally (MB has already reduced variable
costs by approximately EUR 200 million compared to 2019 through these two material-related steps), achieving
higher product quality, pricing improvements, which include pursuing profitable segments as opposed to market
share, and focusing on optional extras with added value for customers and high contribution margins. The
Group has already implemented used-truck-related measures, such as reducing the stock of used trucks by more
than 50% compared to 2019 and by implementing more restrictive buyback policies, leading to an improved
EBIT contribution of EUR 100 million compared to 2019.
TA has implemented a range of cost optimization initiatives in the period under review. In particular, TA is
focused on achieving higher levels of variable cost efficiency, offsetting technical cost increases, improving
revenue quality, reviewing its sales and production footprints and expanding for instance the insourcing of its
profitable service business. TA is also seeking to optimize its fixed cost structure and reduce indirect labor
costs by 10% (in particular in its Fuso operations) compared to 2019 and is aiming for downstream profits to
cover 100% of fixed costs by 2025.
In the period under review, TN has sought to maintain rigorous cost management. Going forward, TN intends
to maintain strict cost discipline, focusing on vehicle cost reductions while maintaining a highly flexible
production network across the U.S. and Mexico, operational efficiencies, and stringent fixed overhead controls.
DB has focused its cost optimization efforts on reducing personnel cost, lowering spending involving external
parties and implementing digitalization in various operational settings in the period under review. DB has also
sought to actively manage its portfolio of products to reduce complexity, both for customers and its own
production base, in order to increase leverage from volume growth and take advantage of revisions to its
production footprint. DB is seeking to reduce its fixed costs by EUR 300 million by 2025 through personnel
reductions, maximizing efficiencies from its global production footprint, and streamlining its portfolio and
geographic presence.
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market, which means that volatile material prices will typically have a direct impact on the Group’s costs and
therefore its profitability. Moreover, supply shortages can make it difficult for the Group to meet market
demand, as is currently the case with semiconductor shortages and their effect on the Group’s production
capacity in the face of comparatively strong order intake.
The Group generally manages procurement costs through competitive tenders, continuous optimization of its
supplier portfolio, proactive inventory management and long-term supply contracts. The Group generally does
not hedge its commodities exposure. In the period under review, the Group was partially able to offset rising
raw material prices through volume rebates, the renegotiation of contracts and cost-saving measures. The cost-
saving measures were implemented across operating units by the Group-wide procurement organization in
collaboration with the Truck Technology Group, which also coordinates R&D efforts across operating units. As
a result, the Group’s material costs as a percentage of revenue remained relatively stable in the periods under
review.
Going forward and in line with its broader business strategy, the Group expects an increasing share of its raw
material and component costs to be attributable to next-generation technologies, including Connectivity
(networking), Autonomous (autonomous driving), Shared & Services (flexible usage) and Electric (electric
mobility) (“CASE”) technologies. The shift to these technologies will also require a change in the composition
of the Group’s supplier landscape compared to conventional ICE suppliers and may also have a significant
impact on the Group’s procurement costs as a proportion of the Group’s cost of sales over the medium- to long-
term, although at this point it is not possible to ascertain the nature and magnitude of such impact.
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The Group’s research and development costs primarily comprise personnel expenses and material costs. The
table below sets forth the Group’s research and development costs for the fiscal years ended December 31,
2020, 2019 and 2018 and the nine months ended September 30, 2021 and 2020, including their share of
capitalized development costs and the amortization of capitalized development costs.
For the year ended For the nine months
December 31 ended September 30
2020 2019 2018 2021 2020
EUR millions EUR millions
(audited) (unaudited)
Total research and development costs . . . . . . . . . . . . (1,530) (1,738) (1,589) (1,139) (1,145)
of which capitalized development cost . . . . . . . . . . 107 76 80 147 70
Capitalization Ratio (in %) . . . . . . . . . . . . . . . . . . . 7.0 4.4 5.0 12.9 6.2
Amortization expense on capitalized development costs . (225) (220) (226) (153) (170)
Research and non-capitalized development costs . . . . (1,423) (1,662) (1,509) (991) (1,075)
Overall research and non-capitalized development costs recognized in the Group’s functional costs (i.e. cost of
sales, selling expenses, general and administrative expenses and research and non-capitalized development
costs) accounted for 4.0%, 3.6% and 3.5% of the Group’s revenue, respectively, in the fiscal years ended
December 31, 2020, 2019 and 2018 and 3.5% and 4.3%, respectively, for the nine months ended September 30,
2021 and 2020.
The Group’s research and development costs in these periods were driven by the development of subsequent
generations of existing products, measures to achieve fuel efficiency and emissions reductions as well as the
customization of products and technologies for key growth markets. Moreover R&D spend focused on
e-mobility (including the eCascadia, eActros, eCanter truck and eCitaro bus models), other zero emissions
vehicle solutions such as research and development on fuel cell vehicles and components, connectivity
solutions and the development of automated driving. Initiatives in this area included the preparation of the dual
strategy for autonomous driving, including increased R&D spend on majority-owned subsidiary Torc. The
principal reason for the decline in research and development costs in 2020 compared to 2019 was a reduction
in the development budget driven by the Covid-19 pandemic.
The Group anticipates a slightly higher volume of research and development expenditure in 2021 than in 2020.
Its development activities will focus on the same areas as in prior periods as described above, yet with
expedited development activities in the areas of new technologies. At the same time, the Group is also seeking
to reduce its fixed costs by 15% by 2023 from fiscal year 2019 levels, to be achieved in part through 15%
reductions in capital expenditures and R&D spending, and through performance-based capital allocation as well
as personnel cuts at the segment level.
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transformation. For example, in March 2021 the Group established the 50-50 joint venture cellcentric with
Volvo to develop, manufacture and market fuel cell systems for heavy-duty commercial vehicle and other
applications. The Group experienced a significant increase in other operating income in the nine months ended
September 30, 2021 compared to the nine months ended September 30, 2020, primarily due to income from
cellcentric, of which EUR 624 million was accounted for by a remeasurement of the Group’s interest in that
joint venture.
For the fiscal year ended December 31, 2020, the Group’s ICE-based vehicles accounted for the vast majority
of its total unit sales. As the Group currently aims to offer only new vehicles in Europe, North America and
Japan that are CO2 neutral in driving operation (tank-to-wheel) by 2039, the transition from a high percentage
of ICE products at present to a portfolio eventually comprised largely of new ZEV products will necessitate the
use of dual production of ICE and ZEV product generations, also in the long-term. The Group already has or
plans to release series-production zero-emissions versions of some of its most popular vehicle models,
including the eActros, eCascadia, eCanter and the eCitaro, while continuing to produce ICE versions of these
vehicles during the transitional period. As many critical aspects of a BEV or FCEV differ from a conventional
ICE-powered commercial vehicle, the Group expects the initial costs of dual production to be significant.
Nevertheless, the Group also aims to achieve increasing sales volumes and improved financial performance as
it transitions to ZEVs, due to a number of factors, including the generally lower TCO potential associated with
ZEV. See also “10.2.2 Capitalizing on Clear Technology Leadership and Strategic Partnerships in Key
Technologies.”
The Group’s new products and services must also comply with a broad range of increasingly complex
regulatory requirements in the jurisdictions in which it operates, including in the areas of emissions, vehicle
design, manufacture, marketing and aftersales services, financial services, data protection, vehicle recycling,
environment, health and safety, as well as labor. The cost of compliance with regulatory requirements is
considerable, and such costs are likely to increase further in the future, given the expected increased scrutiny,
regulatory changes or novel interpretations of current regulations and stricter enforcement by regulators
globally. In addition, the future course of such regulatory requirements is highly uncertain. For instance, the
Group has made significant investments into the development of autonomous driving technology with Waymo
and with its majority-owned subsidiary Torc, whereas the future regulation of autonomous driving remains
highly uncertain across certain of the Group’s major markets. See “12.2.12 Automated and Autonomous
Driving.”
118
competition for financing packages by third-party financing entities. These third-party entities may be able to
finance a customer’s purchase of the Group’s products at a commercially more attractive rate than the Group’s
Financial Services Business, in which case the Group would be unable to earn a corresponding margin.
Default rates also affect the results of the Group’s Financial Services Business. When default rates rise, the
Group recognizes additional impairment losses and expenses for risk provisions, which adversely affect the
Group’s results of operations. Higher risk provisioning and the related additional impairment losses in 2020
were significantly impacted by the Covid-19 pandemic. As the Group’s Financial Services Business operates in
various jurisdictions, the costs of regulatory compliance can also affect its ability to achieve attractive margins.
The table below sets forth the receivables of the Financial Services Business as at December 31, 2020, broken
down by category of financing to which they are attributable, whether current or non-current, and the resulting
gross carrying amounts and loss allowances.
The table below sets forth the credit risks included in the Financial Service Business receivables as at
December 31, 2020, broken down by past due date and credit impairment.
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7.5.11 Foreign Exchange Rate Fluctuation
Due to the global orientation of the Group’s operations, its results of operations are exposed to risks and
opportunities related to fluctuations in currency exchange rates. This applies in particular to fluctuations of the
Euro against the U.S. dollar, the Japanese Yen and the currencies of certain growth markets. Changes in the
exchange rates between these currencies can affect the Group’s operations and financial position, as a result of
both transactional and translational exchange rate effects.
Transactional effects of exchange rate fluctuations arise in business operations primarily when revenue is
generated in a currency that is different from the currency in which the costs of revenue are generated, for
example when a member of the Group enters into a sale or purchase transaction in a currency other than its
functional currency. In addition, the Group is indirectly exposed to transaction risk from its equity method
investments. The Group’s predominant transactional exposures are EUR-USD, EUR-GBP and EUR-JPY.
The Group utilizes natural hedging, which involves the currency exposures of business operations of different
entities and segments partially offsetting each other. These natural hedges eliminate the need for hedging to the
extent of the matched exposures. To provide an additional natural hedge against any remaining transaction risk
exposure, the Group generally strives to increase cash outflows in the same currencies in which the Group has
a net excess inflow. In addition, the Group uses financial derivatives to protect itself against certain
transactional foreign currency exchange rate risks to which it is exposed. The Group regularly updates its
currency risk exposures in accordance with its exchange rate expectations. In addition, the Group applies
currency matched funding in principle whenever possible in order to denominate external borrowings in the
same currencies as the financing needs of the operative units. See also “7.15 Financial Risk Management” and
“1.2.9 The Group’s international operations expose it to foreign exchange rate risk.”
Translational effects of exchange rate fluctuations arise because the income and expenses, assets and liabilities
of the Company’s subsidiaries are measured in the currency of the primary economic environment in which the
relevant subsidiary operates (its functional currency). The results of operations of a number of the Company’s
global subsidiaries located outside the eurozone are, therefore, measured in currencies other than EUR and are
then converted into EUR for presentation of the Group’s financial results in the combined financial statements.
Consequently, period-to-period changes in the applicable average foreign currency exchange rates may impact,
for example, Group revenue, segment results (i.e. EBIT) and assets, even if their value has not changed in their
local functional currency.
120
these vehicles to government support programs, including subsidies for electric vehicles and the build-out of
charging infrastructure, to the ultimate TCO of these vehicles compared to traditional internal combustion
vehicles.
The Group believes that the transition to electric trucks and buses is inevitable and will ultimately prove to be
successful, but also acknowledges that there are a number of uncertainties surrounding the market acceptance
of these vehicles, including those produced by the Group. The resolution of these uncertainties will have a
significant impact on the Group’s results of operation in the coming years.
See also “1.1.7 The Group’s future business success depends on its ability to respond to evolving market trends
with innovative, attractive and energy-efficient products, technology and services on competitive terms.”
121
7.7 Results of Operations
The table below sets out the results of operations of the Group for the years ended December 31, 2020, 2019
and 2018, as well as for the nine months ended September 30, 2021 and 2020.
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Revenue
Revenue increased by EUR 3,264 million, or 13.0%, from EUR 25,154 million in the nine months ended
September 30, 2020 to EUR 28,418 million in the nine months ended September 30, 2021. The key drivers for
the increase were overall improved macroeconomic conditions as a result of global markets beginning to
recover from the severe impacts of the Covid-19 pandemic seen in the first nine months of 2020. This recovery
was reflected in increased demand for heavy-duty trucks, particularly in the first half of 2021 in the EU30,
North America and Brazil.
The general increase in demand for heavy duty trucks was reflected in the Group’s unit sales, which increased
in the EU30 from 42,615 to 50,026, in North America from 98,808 to 117,042, in Asia from 57,429 to 62,038,
in Latin America from 24,751 to 40,332 and in Other markets from 34,439 to 54,658. This led to increases in
the Group’s revenues in the MB, TN and TA segments. DB sold 12,669 buses and chassis worldwide in the
nine months ended September 30, 2021, compared to 12,480 in the corresponding period in 2020. Despite this
increase, the Group’s revenue in DB decreased as a result of the ongoing impact of the Covid-19 pandemic,
especially on demand for touring coaches. While broadly positive economic trends supported revenues at the
Group level in the first half of 2021, the second half of 2021 has so far developed more disparately as
production bottlenecks caused by supply chain constraints, mainly due to shortages of semiconductors, have
especially affected the heavy-duty truck market segment and offset revenue increases to a significant extent.
The following table sets forth the Group’s revenue by geographic region.
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MB
The following table sets forth MB’s revenue for the respective periods broken down in line with the Group’s
geographic reporting.
MB’s revenue increased from EUR 9,372 million for the nine months ended September 30, 2020 to
EUR 11,788 million for the nine months ended September 30, 2021, mainly due to the improvements in
demand for the Group’s vehicles and resulting increased unit sales described above, principally in Europe and
Latin America. This increase was offset to a significant extent in the third quarter of 2021 by the effects of
supply chain constraints, mainly due to shortages of semiconductors.
TN
The following table sets forth TN’s revenue for the respective periods broken down in line with the Group’s
geographic reporting.
TN’s revenue increased from EUR 9,823 million for the nine months ended September 30, 2020 to
EUR 11,185 million for the nine months ended September 30, 2021, mainly due to the improvements in
demand for the Group’s vehicles and resulting increased unit sales described above. This increase was offset to
a significant extent in the third quarter of 2021 by effects of supply chain constraints, mainly due to shortages
of semiconductors.
124
TA
The following table sets forth TA’s revenue for the respective periods broken down in line with the Group’s
geographic reporting.
TA’s revenue increased from EUR 4,097 million for the nine months ended September 30, 2020 to
EUR 4,355 million for the nine months ended September 30, 2021, mainly due to the improvements in demand
for the Group’s vehicles and resulting increased unit sales described above in Other markets. This development
was partly offset by a decline in Asia due to volume decreases in Japan as well as foreign exchange effects.
DB
The following table sets forth DB’s revenue for the respective periods broken down in line with the Group’s
geographic reporting.
DB’s revenue decreased from EUR 2,277 million for the nine months ended September 30, 2020 to
EUR 2,043 million for the nine months ended September 30, 2021. Despite increased unit sales, DB’s revenue
decreased as a result of the ongoing impact of the Covid-19 pandemic, especially on demand for touring
coaches.
Financial Services
Financial Services’ revenue (pre-Reconciliation) decreased from EUR 919 million for the nine months ended
September 30, 2020 to EUR 858 million for the nine months ended September 30, 2021, as a result of a decline
in the underlying average portfolio (contract volume).
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Cost of sales
Cost of sales increased by EUR 1,504 million, or 7.0%, from EUR 21,622 million in the nine months ended
September 30, 2020 to EUR 23,126 million in the nine months ended September 30, 2021. The increase was
primarily due to increases in the expenses of goods sold as a result of the Group’s increased unit sales and
increased raw material prices.
The table below sets forth the Group’s cost of sales by Automotive Segment on a pre-Reconciliation basis.
Gross profit
Gross profit increased by EUR 1,760 million, or 49.8%, from EUR 3,532 million in the nine months ended
September 30, 2020 to EUR 5,292 million in the nine months ended September 30, 2021 and gross profit
margin increased from 14.0% to 18.6% over the period, as the Group’s revenue increase outpaced the increase
in cost of sales. This increase was offset to a significant extent in the third quarter of 2021 by the effects of
supply chain constraints, mainly due to shortages of semiconductors, and increased raw material prices.
Selling expenses
Selling expenses increased by EUR 39 million, or 2.1%, from EUR 1,885 million in the nine months ended
September 30, 2020 to EUR 1,924 million in the nine months ended September 30, 2021. The increase was
primarily due to increases in direct selling costs and overhead expenses, which were incurred in connection
with increased unit sales.
126
of the new Daimler Truck Management Board, the new management reporting and the respective planning for
this cash generating unit.
Adj. EBIT
The Group’s Adj. EBIT increased by EUR 1,937 million, from EUR 21 million in the nine months ended
September 30, 2020 to EUR 1,958 million in the nine months ended September 30, 2021. The increase was
primarily due to the same reasons that EBIT increased, adjusted for M&A transactions (EUR 109 million) and
restructuring measures (EUR 95 million) at MB, for M&A transactions (EUR 15 million) and restructuring
measures (EUR 6 million) at DB and reduced for M&A transactions (EUR 1,223 million) and adjusted for
restructuring measures (EUR 15 million) at Reconciliation. The table below sets forth Adj. EBIT by segment
on a pre-Reconciliation basis.
127
For the nine months ended
September 30
2021 2020 % Change
EUR millions
(unaudited) (unaudited)
MB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 534 (554) 196.4
TN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,205 636 89.5
TA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 316 42 652.4
DB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (53) 24 (320.8)
Financial Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121 (50) 342.0
Interest income
Interest income decreased by EUR 12 million, or 24.0%, from EUR 50 million in the nine months ended
September 30, 2020 to EUR 38 million in the nine months ended September 30, 2021. The decrease was due to
decreased interest and similar income.
Interest expense
Interest expense decreased by EUR 49 million, or 31.4%, from EUR 156 million in the nine months ended
September 30, 2020 to EUR 107 million in the nine months ended September 30, 2021. The decrease was due
to decreased net interest expense on the net obligation from defined-benefit pension plans and interest and
similar expense.
Net profit/loss
As a result of the foregoing, net profit/loss increased by EUR 2,764 million from a EUR 499 million net loss in
the nine months ended September 30, 2020 to a EUR 2,265 million net profit in the nine months ended
September 30, 2021.
Industrial Business
The table below sets forth selected income statement information for the Industrial Business for the nine
months ended September 30, 2021 and 2020. The table below includes the impact of Reconciliation for the
Group without allocating any Reconciliation amounts to the Financial Services segment.
Note:
(1) Includes Other operating income, other operating expense, profit/loss on equity-method investments, net and other financial
income/expense, net.
Revenue
Revenue of the Industrial Business increased by EUR 3,325 million, or 13.7%, from EUR 24,236 million in the
nine months ended September 30, 2020 to EUR 27,561 million in the nine months ended September 30, 2021.
The key drivers for this increase were overall improved macroenomic conditions as a result of global markets
beginning to recover from the severe impacts of the Covid-19 pandemic seen in the first nine months of 2020.
128
These improvements culminated in increased unit sales across the Group’s segments. While broadly positive
economic trends supported revenues at the Group level in the first half of 2021, the second half of 2021 has so
far developed more disparately as production bottlenecks caused by supply chain constraints, mainly due to
shortages of semiconductors, have especially affected the heavy-duty truck market segment and offset revenue
increases to a significant extent.
Cost of sales
Cost of sales of the Industrial Business increased by EUR 1,791 million, or 8.6%, from EUR 20,781 million in
the nine months ended September 30, 2020 to EUR 22,572 million in the nine months ended September 30,
2021. The increase was primarily due to increases in the expenses of goods sold as a result of the Group’s
increased unit sales and increased raw material prices.
Selling expenses
Selling expenses of the Industrial Business increased by EUR 39 million, or 2.2%, from EUR 1,802 million in
the nine months ended September 30, 2020 to EUR 1,841 million in the nine months ended September 30,
2021. The increase was primarily due to increases in direct selling costs and overhead expenses, which were
incurred in connection with increased unit sales.
Others
Others of the Industrial Business increased by EUR 1,311 million, or 333.6%, from EUR 393 million in the
nine months ended September 30, 2020 to EUR 1,704 million in the nine months ended September 30, 2021.
The increase was primarily due to income from cellcentric, which had a positive effective on earnings of
EUR 1,215 million, of which EUR 624 million was accounted for by a remeasurement of the Group’s interest
in the joint venture. Cellcentric related activities are allocated to Reconciliation and thus included in the
Industrial Business.
Adj. EBIT
Adj. EBIT of the Industrial Business increased by EUR 1,767 million, from EUR 70 million in the nine months
ended September 30, 2020 to EUR 1,837 million in the nine months ended September 30, 2021. The increase
was primarily due to the same reasons that EBIT increased, adjusted for M&A transactions (EUR 109 million)
and restructuring measures (EUR 95 million) at MB and M&A transactions (EUR 15 million) and restructuring
measures (EUR 6 million) at DB.
129
Year ended December 31, 2020 compared to year ended December 31, 2019
Revenue
Revenue decreased by EUR 10,231 million, or 22.1%, from EUR 46,244 million for the year ended
December 31, 2019, to EUR 36,013 million for the year ended December 31, 2020. The severe economic crisis
triggered by the Covid-19 pandemic and the measures taken to contain it in combination with contracting
markets caused by unexpected developments in the economic cycle, caused the demand for heavy-duty trucks
to decrease sharply in many of the Group’s key sales markets. The North American market for heavy-duty
trucks contracted by 26.0% in 2020. Demand for heavy-duty trucks also dropped substantially in the EU30,
where it decreased by 28.6% in 2020 Other markets, such as Brazil (with a 9.9% decline) and Japan (6.4%),
performed better in 2020 than expected but were still markedly weaker than in 2019 (source: IHS Markit).
The decline in demand for heavy-duty trucks was reflected in the Group’s unit sales, which declined in North
America from 206,266 to 141,560, in the EU30 region from 88,766 to 65,863, in Asia from 109,158 to 69,727
and in Latin America from 52,752 to 33,723 between 2019 and 2020. These declines led to correspondingly
sharp declines in the Group’s revenue in the MB, TN and TA segments. DB sold 18,932 buses and chassis
worldwide in 2020 compared to 29,763 in 2019, largely as a consequence of the pandemic, which also led to
revenue declines in the DB segment.
The following table sets forth the Group’s revenue by geographic region.
130
The Group’s revenue decreased across geographic regions from the year ended December 31, 2019 to the year
ended December 31, 2020 due largely to the macroeconomic impacts of the Covid-19 pandemic. North
America, Latin America and Other markets in particular saw significant declines in revenue as a result of sharp
decreases in the demand for heavy-duty trucks and aftersales services. Europe and Asia were also severely
impacted, with Europe seeing a significant decrease in the demand for, among others, coaches (resulting to an
extent from the imposition of travel restrictions).
The following table sets forth the Group’s revenue by segment.
MB
The following table sets forth MB’s revenue for the respective periods broken down in line with the Group’s
geographic reporting.
MB’s revenue decreased from EUR 16,806 million for the year ended December 31, 2019 to
EUR 13,790 million for the year ended December 31, 2020, mainly due to the impacts of the Covid-19
pandemic discussed above. The Covid-19 pandemic impacted MB’s revenue in Europe and Latin America more
significantly than its other markets, given MB’s greater exposure to conditions in those markets.
131
TN
The following table sets forth TN’s revenue for the respective periods broken down in line with the Group’s
geographic reporting.
TN’s revenue decreased from EUR 19,370 million for the year ended December 31, 2019 to
EUR 13,847 million for the year ended December 31, 2020, mainly due to the impacts of the Covid-19
pandemic discussed above in its primary market of North America.
TA
The following table sets forth TA’s revenues for the respective periods broken down in line with the Group’s
geographic reporting.
TA’s revenue decreased from EUR 6,638 million for the year ended December 31, 2019 to EUR 5,579 million
for the year ended December 31, 2020, mainly due to the impacts of the Covid-19 pandemic discussed above.
132
DB
The following table sets forth DB’s revenues for the respective periods broken down in line with the Group’s
geographic reporting.
DB’s revenue decreased from EUR 4,644 million for the year ended December 31, 2019 to EUR 3,438 million
for the year ended December 31, 2020, mainly due to the impacts of the Covid-19 pandemic discussed above.
DB’s revenue from the sale of coaches, which is primarily generated in Europe, was hit especially hard by the
effects of pandemic-related restrictions (due to e.g., travel bans and restrictions).
Financial Services
Financial Services’ revenue (pre-Reconciliation) decreased from EUR 1,391 million in 2019 to
EUR 1,207 million in 2020, the result of decreases in revenue from the rental and leasing business, interest
from financial services and net investment in leases. This decline was similarly driven by the Covid-19
pandemic, which saw the demand for vehicle financing and related financial services products decrease along
with the declines in vehicle sales, as well as due to exchange-rate effects (predominantly in Brazil and Mexico).
Cost of sales
Cost of sales decreased by EUR 7,065 million, or 18.8%, from EUR 37,596 million for the year ended
December 31, 2019, to EUR 30,531 million for the year ended December 31, 2020 as a result of production
and cost adjustments in response to the Covid-19 pandemic, with expense of goods sold decreasing from
EUR 35,046 million in 2019 to EUR 27,759 million in 2020.
The table below sets forth the Group’s cost of sales by Automotive Segment on a pre-Reconciliation basis.
Gross profit
As a result of the foregoing movements in the Group’s revenue and cost of sales, Group profitability as
measured by gross profit decreased by EUR 3,166 million, or 36.6%, from EUR 8,648 million for the year
ended December 31, 2019, to EUR 5,482 million for the year ended December 31, 2020. Gross profit margin
declined from 18.7% to 15.2% over the period, as the Group’s decline in revenue outpaced the decline in cost
of sales.
133
Selling expenses
Selling expenses decreased by EUR 376 million, or 12.5%, from EUR 3,001 million for the year ended
December 31, 2019, to EUR 2,625 million for the year ended December 31, 2020. This decrease was the result
of planned cost-optimization programs agreed in late 2019 as well as due to measures initiated to adjust costs
and capacities in response to the Covid-19 pandemic.
134
For the year ended
December 31
2020 2019 % Change
EUR millions
(audited) (unaudited)
MB . . . . ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (372) 72 (616.7)
TN . . . . ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,015 2,237 (54.6)
TA . . . . ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 154 (79.2)
DB . . . . ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 284 (76.4)
Financial Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11) 192 (105.7)
EBIT decreased for each of the Group’s segments from the year ended December 31, 2019 to the year ended
December 31, 2020 primarily as a result of the decrease in each segment’s revenue for that period, due to
significantly lower unit sales in all regions caused by market downturns and significantly lower contribution
from aftersales services due to lower demand as well as negative industrial performance mainly due to
adjustments of warranty provisions. MB’s EBIT decrease was especially pronounced, declining from a
EUR 72 million gain in 2019 to a EUR 372 million loss over these periods.
Adj. EBIT
The Group’s Adj. EBIT decreased by EUR 2,135 million, or 76.5%, from EUR 2,792 million for the year
ended December 31, 2019, to EUR 657 million for the year ended December 31, 2020, as a result of the factors
cited above. The table below sets forth the Adj. EBIT by segment on a pre-Reconciliation basis.
Interest income
Interest income decreased by EUR 69 million, or 52.7%, from EUR 131 million for the year ended
December 31, 2019, to EUR 62 million for the year ended December 31, 2020, as a result of decreases in
interest and similar income. This decrease was due to a significant reduction in the number of loans provided.
Interest expense
Interest expense decreased by EUR 73 million, or 25.0%, from EUR 292 million for the year ended
December 31, 2019, to EUR 219 million for the year ended December 31, 2020, primarily as a result of
decreased interest and similar expense, due to a significant reduction in the number of loans of received.
Net profit/loss
As a result of the factors described above, the Group’s profitability as measured by net profit/loss decreased by
EUR 1,881 million, or 107.5%, from a profit of EUR 1,750 million for the year ended December 31, 2019, to a
loss of EUR 131 million for the year ended December 31, 2020.
135
Industrial Business
The table below sets forth selected income statement information for the Industrial Business for the years ended
December 31, 2020 and 2019. The table below includes the impact of Reconciliation for the Group without
allocating any Reconciliation amounts to the Financial Services segment.
Revenue
Revenue of the Industrial Business decreased by EUR 10,047 million, or 22.4%, from EUR 44,853 million for
the year ended December 31, 2019 to EUR 34,806 million for the year ended December 31, 2020. The key
driver of the decrease was the impact of the Covid-19 pandemic, as described above.
Cost of sales
Cost of sales of the Industrial Business decreased by EUR 7,119 million, or 19.4%, from EUR 36,609 million
for the year ended December 31, 2019 to EUR 29,490 million for the year ended December 31, 2020. The
decrease was primarily due to production and cost adjustments in response to the Covid-19 pandemic.
Selling expenses
Selling expenses of the Industrial Business decreased by EUR 357 million, or 12.4%, from EUR 2,869 million
for the year ended December 31, 2019 to EUR 2,512 million for the year ended December 31, 2020. The
decrease was primarily due the result of planned cost-optimization programs agreed in late 2019 as well as due
to measures initiated to adjust costs and capacities in response to the Covid-19 pandemic.
Others
Others of the Industrial Business increased by EUR 53 million, or 12.7%, from EUR 416 million for the year
ended December 31, 2019 to EUR 469 million for the year ended December 31, 2020. The increase was
primarily due to a sharp rise in demand for Auman trucks, which the Group produces at its joint venture
136
BFDA, where unit sales increased to 126,446 in 2020 from 86,214 in 2019 and accordingly, BFDA’s equity
result increased from a loss of EUR 15 million in 2019 to a gain of EUR 43 million in 2020 (including investor
level adjustments). BFDA activities are allocated to TA and thus included in Industrial Business.
Adj. EBIT
Adj. EBIT of the Industrial Business decreased by EUR 1,945 million, or 74.8%, from EUR 2,600 million for
the year ended December 31, 2019 to EUR 655 million for the year ended December 31, 2020. The decrease
was primarily due to the impacts of the Covid-19 pandemic on the Industrial Business’ revenue.
Year ended December 31, 2019 compared to year ended December 31, 2018
137
Revenue
Revenue increased by EUR 2,544 million, or 5.8%, from EUR 43,700 million for the year ended December 31,
2018, to EUR 46,244 million for the year ended December 31, 2019. This increase was primarily the result of
an increase in units sold in North America and Brazil, better pricing across brands as well as positive
exchange-rate effects. The following table sets forth the Group’s revenue by geographic region:
138
MB
The following table sets forth MB’s revenue for the respective periods broken down in line with the Group’s
geographic reporting.
MB’s revenue increased from EUR 16,724 million for the year ended December 31, 2018 to
EUR 16,806 million for the year ended December 31, 2019, mainly as a result of an increase in units sold
in Latin America partly offset by declines in sales volumes in Europe due to market weakness there.
TN
The following table sets forth TN’s revenue for the respective periods broken down in line with the Group’s
geographic reporting.
TN’s revenue increased from EUR 17,080 million for the year ended December 31, 2018 to
EUR 19,370 million for the year ended December 31, 2019, mainly as a result of an increase in units sold
in North America, driven by overall strengthening of the market.
139
TA
The following table sets forth TA’s revenue for the respective periods broken down in line with the Group’s
geographic reporting.
TA’s revenue decreased from EUR 6,744 million for the year ended December 31, 2018 to EUR 6,638 million
for the year ended December 31, 2019, primarily the result of a decline in conditions in Asian markets,
particularly in Indonesia and India.
DB
The following table sets forth MB’s revenue for the respective periods broken down in line with the Group’s
geographic reporting.
DB’s revenue increased from EUR 4,383 million for the year ended December 31, 2018 to EUR 4,644 million
for the year ended December 31, 2019, a result of increased unit volumes in Brazil, Argentina and the EU30, as
well as positive exchange-rate effects.
Financial Services
Financial Services’ revenue (pre-Reconciliation) increased from EUR 1,200 million for the year ended
December 31, 2018 to EUR 1,391 million in the year ended December 31, 2019, a result of portfolio/volume
increases and positive exchange-rate effects, predominantly in the U.S., Brazil and Mexico.
Cost of sales
Cost of sales increased by EUR 2,151 million, or 6.1%, from EUR 35,445 million for the year ended
December 31, 2018, to EUR 37,596 million for the year ended December 31, 2019, due to an increase in
expenses of goods sold from EUR 33,284 million to EUR 35,046 million, which was driven by valuation
adjustments for used trucks.
140
The table below sets forth the Group’s cost of sales by Automotive Segment on a pre-Reconciliation basis.
Gross profit
The Group’s profitability measured by gross profit increased by EUR 393 million, or 4.8%, from
EUR 8,255 million for the year ended December 31, 2018, to EUR 8,648 million for the year ended
December 31, 2019, as a result of the developments described above. Gross profit margin decreased slightly
from 18.9% to 18.7%, as cost of sales increased at a higher rate than revenue.
Selling expenses
Selling expenses increased by EUR 256 million, or 9.3%, from EUR 2,745 million for the year ended
December 31, 2018, to EUR 3,001 million for the year ended December 31, 2019, as a result of increased sales
revenue and units sold.
141
Other financial income/expense, net
Other financial income/expense, net was a loss of EUR 88 million for the year ended December 31, 2019,
compared to a profit of EUR 5 million for the year ended December 31, 2018. This development was the result
of increased expense from compounding and effects from changes in discount rates of provisions for other
risks, as well as by increased miscellaneous other financial expense.
Generally, EBIT in the Group’s segments was negatively affected by valuation adjustments for used trucks as
well as higher expenses for new technologies and capacity adjustments. MB’s EBIT decreased from
EUR 524 million for the year ended December 31, 2018 to EUR 72 million for the year ended December 31,
2019 and TA’s EBIT decreased from EUR 328 million to EUR 154 million during this period, in part as a
result of lower volumes in the EU30 and in Asia. TN’s EBIT increased from EUR 1,821 million to
EUR 2,237 million during this period primarily as a result of higher unit sales in North America supported by
positive exchange rate effects.
Adj. EBIT
The Group’s Adj. EBIT decreased by EUR 58 million, or 2.1%, from EUR 2,734 million for the year ended
December 31, 2018, to EUR 2,792 million for the year ended December 31, 2019, as a result of the
developments discussed above. The table below sets forth the Adj. EBIT by segment on a pre-Reconciliation
basis.
Interest income
Interest income increased by EUR 57 million, or 77.0%, from EUR 74 million for the year ended
December 31, 2018, to EUR 131 million for the year ended December 31, 2019. This increase was the result of
an increase in the number of loans provided.
142
Interest expense
Interest expense increased by EUR 35 million, or 13.6%, from EUR 257 million for the year ended
December 31, 2018, to EUR 292 million for the year ended December 31, 2019, a result of increased net
expense on the net obligation from defined benefit pension plans and interest and similar expense.
Net profit/loss
The Group’s profitability as measured by net profit/loss decreased by EUR 89 million, or 4.8%, from
EUR 1,839 million for the year ended December 31, 2018, to EUR 1,750 million for the year ended
December 31, 2019, as a result of the developments discussed above.
Industrial Business
The table below sets forth selected income statement information for the Industrial Business for the years ended
December 31, 2019 and 2018. The table below includes the impact of Reconciliation for the Group without
allocating any Reconciliation amounts to the Financial Services segment.
Note:
(1) Includes Other operating income, other operating expense, profit/loss on equity-method investments, net and other financial
income/expense, net.
Revenue
Revenue of the Industrial Business increased by EUR 2,353 million, or 5.5%, from EUR 42,500 million for the
year ended December 31, 2018 to EUR 44,853 million for the year ended December 31, 2019. The key drivers
for the increase were increases in units sold in North America and Brazil, better pricing across brands as well
as positive exchange-rate effects.
Cost of sales
Cost of sales of the Industrial Business remained relatively flat from EUR 34,648 million for the year ended
December 31, 2018 to EUR 36,609 million for the year ended December 31, 2019.
Selling expenses
Selling expenses of the Industrial Business increased by EUR 247 million, or 9.4%, from EUR 2,622 million
for the year ended December 31, 2018 to EUR 2,869 million for the year ended December 31, 2019. The
increase was primarily due to increased sales revenue and units sold.
143
Research and non-capitalized development costs
Research and non-capitalized development costs of the Industrial Business increased by EUR 153 million, or
10.1%, from EUR 1,509 million for the year ended December 31, 2018 to EUR 1,662 million for the year
ended December 31, 2019. The increase was primarily due to increased expenditures related to new
technologies.
Others
Others of the Industrial Business increased by EUR 255 million, or 158.4%, from EUR 161 million for the year
ended December 31, 2018 to EUR 416 million for the year ended December 31, 2019. The increase was
primarily due to changes in provisions for other risks.
Adj. EBIT
Adj. EBIT of the Industrial Business increased by EUR 76 million, or 3.0%, from EUR 2,524 million for the
year ended December 31, 2018 to EUR 2,600 million for the year ended December 31, 2019. The increase was
primarily due to revenue improvements resulting from increased unit sales.
As at
As at December 31 September 30
2020 2019 2018 2021
EUR millions EUR millions
(audited) (unaudited)
Total non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . 24,576 26,949 24,625 24,622
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,413 28,418 25,347 26,195
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,989 55,367 49,972 50,817
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,708 10,345 9,332 11,012
Total non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . 19,924 22,597 20,085 17,940
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 21,357 22,425 20,555 21,865
Total equity and liabilities . . . . . . . . . . . . . . . . . . . . . . . 49,989 55,367 49,972 50,817
The Group’s total non-current assets consist of intangible assets, property, plant and equipment, equipment on
operating leases, equity-method investments, receivables from financial services, marketable debt securities and
similar investments, other financial assets, deferred tax assets and other assets.
The Group’s total current assets consist of inventories, trade receivables, receivables from financial services,
cash and cash equivalents, marketable debt securities and similar investments, other financial assets and other
assets.
The Group’s total equity consists of invested equity attributable to Daimler Group, other components of equity
and invested equity attributable to non-controlling interests.
The Group’s total non-current liabilities consist of provisions for pensions and similar obligations, provisions
for other risks, financing liabilities, other financial liabilities, deferred tax liabilities, deferred income, contract
and refund liabilities and other liabilities.
The Group’s total current liabilities consist of trade payables, provisions for other risks, financing liabilities,
other financial liabilities, deferred income, contract and refund liabilities and other liabilities.
144
by an increase in equity-method investments from EUR 534 million to EUR 1,385 million, primarily the result
of the Daimler Truck Business’ equity investment share in cellcentric and an impairment reversal in BFDA,
partly offset by decreases in property, plant and equipment, equipment on operating leases and deferred tax
assets.
The Group’s total current assets increased by EUR 782 million, or 3.1%, from EUR 25,413 million as at
December 31, 2020 to EUR 26,195 million as at September 30, 2021. This development was primarily driven
by an increase in inventories from EUR 6,278 million to EUR 8,492 million, a result of increased unit
production in line with increased demand for the Group’s products as well as an increase in inventory work-in-
progress, due to semi-conductor supply shortages leading to a significant number of trucks awaiting
completion, partly offset by decreases in receivables from financial services and marketable debt securities and
similar investments.
The Group’s total equity increased by EUR 2,304 million, or 26.5%, from EUR 8,708 million as at
December 31, 2020 to EUR 11,012 million as at September 30, 2021. The increase was primarily driven by
increases in equity attributable to the Daimler Group in connection with the net profit for the period.
The Group’s total non-current liabilities decreased by EUR 1,984 million, or 10.0%, from EUR 19,924 million
as at December 31, 2020 to EUR 17,940 million as at September 30, 2021. This development was primarily
driven by a decrease in provisions for pensions and similar obligations from EUR 3,530 million to
EUR 2,752 million, a result of significant increases in discount rates, and in financing liabilities, partly offset
by increases in contract and refund liabilities.
The Group’s total current liabilities increased by EUR 508 million, or 2.4%, from EUR 21,357 million as at
December 31, 2020 to EUR 21,865 million as at September 30, 2021. This development was primarily driven
by increases in trade payables in connection with higher market demand for the Group’s products, in provisions
for other risks and in other financial liabilities, partly offset by a decrease in financing liabilities.
145
by increases in property, plant and equipment due to the initial application of IFRS 16 and therefore the
recognition of right of use assets, as well as due to increases in receivables from financial services as a result of
higher sales financing volumes. These increases were partly offset by a decrease in deferred tax assets, as a
result of changes in taxes on actuarial gains/losses from pensions and similar obligations recognized in equity.
The Group’s total current assets increased by EUR 3,071 million, or 12.1%, from EUR 25,347 million as at
December 31, 2018 to EUR 28,418 million as at December 31, 2019. This development was primarily driven
by increases in receivables from financial services and marketable debt securities and similar investments, due
to higher sales financing volumes and a higher cash pooling receivable from Daimler Group entities,
respectively. These were partly offset by decreases in inventories, trade receivables and other assets, a result of
lower work-in-progress and finished goods inventories, a higher collection of receivables and the collection of
reimbursements related to tax refunds.
The Group’s total equity increased by EUR 1,013 million, or 10.9%, from EUR 9,332 million as at
December 31, 2018 to EUR 10,345 million as at December 31, 2019. This development was primarily driven
by increased equity attributable to the Daimler Group due to positive effects from net profit and transactions
with Daimler Group entities, offset by decreasing effects on other comprehensive income.
The Group’s total non-current liabilities increased by EUR 2,512 million, or 12.5%, from EUR 20,085 million
as at December 31, 2018 to EUR 22,597 million as at December 31, 2019. This development was primarily
driven by increases in non-current financial liabilities, due to the first-time application of IFRS 16, and
provisions for pensions and similar obligations, due to a decrease in discount rates, which led to an increase in
the present value of defined-benefit pension obligations. These increases were partly offset by decreases in
deferred income and other liabilities, a result of a reversal of a provision for income taxes recorded in 2019,
and a decrease in the deferral of revenue received from sales with residual-value guarantees.
The Group’s current liabilities increased by EUR 1,870 million, or 9.1%, from EUR 20,555 million as at
December 31, 2018 to EUR 22,425 million as at December 31, 2019. This development was primarily driven
by increases in financing liabilities due to the refinancing of increases in leasing and sales financing activities,
partly offset by decreases in trade payables in line with a decrease in inventories.
146
Group. For further information regarding the refinancing of the financing liabilities owed to the Daimler Group,
see “1.2.7 The Group’s external debt could limit its future financing options and otherwise impact its business”.
The Group may not be able to effect the Bond Offerings or any future offerings in the capital markets or other
forms of financing or refinancing as planned in terms of timing, economic terms or at all, especially in
challenging market conditions, and thus such methods of obtaining financing or refinancing are not guaranteed
sources of liquidity.
Further sources of liquidity following the Spin-off include the capital and liquidity funding payments made by
Daimler AG prior to the Spin-off, as described above, to the extent still available.
The Group aims to manage its capital to ensure that all Group companies can continue to operate as going
concerns. The Group’s ability to generate cash flow from operations depends on its future operating
performance, which is in turn dependent on general economic, financial, competitive, market and other factors,
many of which are beyond its control. See “7.5 Key Factors Affecting Results of Operations.”
Nine months ended September 30, 2021 compared to the nine months ended September 30, 2020
Cash inflow provided by operating activities decreased by EUR 1,267 million, or 50.0%, from
EUR 2,536 million for the nine months ended September 30, 2020, to EUR 1,269 million for the nine
months ended September 30, 2021. This decrease was mainly attributable to an increased outflow for
inventories from EUR 290 million to EUR 2,105 million, a result of increased cash outlays to increase
inventory in response to heightened customer demand and due to semi-conductor supply shortages, leading to a
significant number of trucks awaiting completion, as well as increases in outflows for other non-cash expense
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and income and gains (-)/losses (+) on disposals of assets. These developments offset an increase in profit
before income taxes of EUR 3,030 million, a result of the heightened customer demand described above.
Fiscal year ended December 31, 2020 compared to fiscal year ended December 31, 2019
Cash inflow provided by operating activities increased by EUR 2,900 million, or 228.3%, from
EUR 1,270 million for the year ended December 31, 2019, to EUR 4,170 million for the year ended
December 31, 2020. This increase was mainly attributable to a change in receivables from financial services
from an outflow of EUR 1,849 million to an inflow of EUR 1,438 million, a result of lower additions to
receivables from financial services (wholesale) and increased repayments on receivables from financial services
(wholesale). The change in receivables from financial services was partly offset by a decrease in profit before
income taxes by EUR 2,297 million, or 87.3%, from EUR 2,631 million to EUR 334 million, due largely to the
impact of the Covid-19 pandemic and related containment measures.
The increase was also partly attributable to a change in trade payables by EUR 725 million, or 84.0%, from an
outflow of EUR 863 million to an outflow of EUR 138 million, a result of decreased payables due to cost
management from the Covid-19 pandemic and an increase in cash inflow from inventories by EUR 671 million,
or 337.2%, from EUR 199 million to EUR 870 million, a result of inventory management during the Covid-19
pandemic.
Fiscal year ended December 31, 2019 compared to fiscal year ended December 31, 2018
Cash inflow provided by operating activities increased by EUR 394 million, or 45.0%, from EUR 876 million
for the year ended December 31, 2018 to EUR 1,270 million for the year ended December 31, 2019. This
increase was mainly attributable to a change in inventories from an outflow of EUR 989 million to an inflow of
EUR 199 million resulting from units sold outpacing increases in inventory stock.
This increase was also partly attributable to a change in trade receivables from an outflow of EUR 296 million
to an inflow of EUR 435 million due to stronger sales and an increase in the collection of receivables in 2019,
and a change in vehicles on operating leases from an outflow of EUR 175 million to an inflow of
EUR 98 million.
The increase in cash provided by operating activities was partly offset by a change in trade payables from an
inflow of EUR 882 million to an outflow of EUR 863 million, which was the result of payments in 2019 for
inventories acquired in 2018, a decrease in other operating assets and liabilities by EUR 187 million, or 58.8%,
from EUR 318 million to EUR 131 million and an increase in income taxes paid by EUR 177 million, or
26.1%, from an outflow of EUR 677 million to an outflow of EUR 854 million.
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Cash used for/provided by investing activities
The following table provides a breakdown of cash used for/provided by investing activities for the periods
indicated.
Nine months ended September 30, 2021 compared to the nine months ended September 30, 2020
Cash used for investing activities changed by EUR 3,422 million, or 231.2%, from a EUR 1,480 million
outflow for the nine months ended September 30, 2020, to a EUR 1,942 million inflow for the nine months
ended September 30, 2021. This increase was primarily attributable to an increase in proceeds from sales of
marketable debt securities and similar investments from EUR 771 million to EUR 2,976 million, mainly a
result of a significant decrease in cash pooling receivables from the Daimler Group. This increase was also
attributable to proceeds from the disposal of shares in Daimler Truck Fuel Cell GmbH & Co. KG constituting a
EUR 634 million inflow, as well as to proceeds from disposals of shareholdings, mainly related to the disposal
of shares in KAMAZ PA, constituting a cash inflow of EUR 132 million. These developments were partially
offset by an increased outflow for investments in shareholdings from EUR 24 million to EUR 135 million and
for additions to intangible assets from EUR 94 million to EUR 172 million.
Fiscal year ended December 31, 2020 compared to fiscal year ended December 31, 2019
Cash outflow used for investing activities decreased by EUR 875 million, or 27.1%, from EUR 3,227 million
for the year ended December 31, 2019 to EUR 2,352 million for the year ended December 31, 2020. This
decrease was mainly attributable to a decrease in acquisition of marketable debt securities and similar
investments by EUR 1,534 million, or 37.2%, from an outflow of EUR 4,127 million to an outflow of
EUR 2,593 million, due to a decline in purchases by a subsidiary of short-term debt instruments as a cost
saving measure to reduce these business activities as a result of the Covid-19 pandemic. The decrease was also
partly attributable to a decrease in additions to property, plant and equipment by EUR 334 million, or 29.6%,
from an outflow of EUR 1,130 million to an outflow of EUR 796 million, similarly as a result of cost saving
measures in response to the Covid-19 pandemic. These decreases were partly offset by a decline in proceeds
from sales of marketable debt securities and similar investments of EUR 1,203 million from EUR 2,355 million
for the year ended December 31, 2019 to EUR 1,152 million for the year ended December 31, 2020.
Fiscal year ended December 31, 2019 compared to fiscal year ended December 31, 2018
Cash outflow used for investing activities increased by EUR 500 million, or 18.3%, from EUR 2,727 million
for the year ended December 31, 2018 to EUR 3,227 million for the year ended December 31, 2019. This
increase was mainly attributable to the increase in acquisition of marketable debt securities and similar
investments by EUR 1,616 million, or 64.4%, from an outflow of EUR 2,511 million to an outflow of
EUR 4,127 million, due to measures to improve the interest position of a subsidiary by purchasing short-term
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debt instruments to generate interest income on excess liquidity. This development was partly offset by an
increase in proceeds from sales of marketable debt securities and similar investments by EUR 1,002 million, or
74.1%, from EUR 1,353 million to EUR 2,355 million.
Note:
(1) Representing total change in financing liabilities.
Nine months ended September 30, 2021 compared to the nine months ended September 30, 2020
Cash used for financing activities increased by EUR 2,825 million, or 487.2%, from EUR 580 million for the
nine months ended September 30, 2020, to EUR 3,405 million for the nine months ended September 30, 2021.
This was mainly attributable to an increase in change in financing liabilities from an outflow of
EUR 786 million to an outflow of EUR 2,266 million, a result of decreases in notes/bonds payable,
liabilities to financial institutions, deposits in the direct banking business and loans/liabilities from cash
pooling, as well as a change in other transactions with the Daimler Group from a EUR 207 million inflow to a
EUR 1,106 outflow, mainly as a result of payments for Phase 1 transactions towards remaining Daimler Group
entities.
Fiscal year ended December 31, 2020 compared to fiscal year ended December 31, 2019
Cash used for/provided by financing activities was an outflow of EUR 1,135 million for the year ended
December 31, 2020, compared to an inflow of EUR 2,493 million for the year ended December 31, 2019. This
development was mainly attributable to a decrease in additions to long-term financing liabilities by
EUR 2,194 million, or 23.9%, from EUR 9,180 million to EUR 6,986 million, due to reductions in financing
liabilities in favor of financial institutions and reductions in lease liabilities. This development was also partly
attributable to a change in other transactions with the Daimler Group from an inflow of EUR 1,488 million to
an outflow of EUR 604 million, as a result of reductions in financing payables due to Daimler Group entities,
including cash pooling payables and loan payables. These were partly offset by a decrease in the dividends paid
to the Daimler Group of EUR 971 million, or 98.6%, from an outflow of EUR 985 million to an outflow of
EUR 14 million.
Fiscal year ended December 31, 2019 compared to fiscal year ended December 31, 2018
Cash provided by financing activities increased by EUR 981 million, or 64.9%, from an inflow of
EUR 1,512 million for the year ended December 31, 2018, to an inflow of EUR 2,493 million for the year
ended December 31, 2019. This development was mainly attributable to a change in short-term financing
liabilities from an outflow of EUR 793 million to an inflow of EUR 993 million, a result of the implementation
of IFRS 16 in 2019, which led to an overall increase in leasing liabilities. This development was also partly
attributable to a change in other transactions with the Daimler Group from an outflow of EUR 215 million to
an inflow of EUR 1,488 million during the period under review, a result of an increase in financing payables
due to Daimler Group entities, including cash pooling payables and loan payables.
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The increase in cash provided by financing activities was partly offset by an increase in repayment of long-term
financing liabilities of EUR 2,061 million, or 33.8%, from an outflow of EUR 6,104 million to an outflow of
EUR 8,165 million and an increase in dividends paid to Daimler Group of EUR 392 million, or 66.1%, from an
outflow of EUR 593 million to an outflow of EUR 985 million.
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Capital Expenditures for the year ended December 31, 2019 amounted to EUR 1,263 million, which included
the following:
• EUR 674.0 million was invested in the MB segment, where, in addition to continued investments in
the distribution chain, the replacement of machinery and equipment in the vehicle series production
and the construction of a new engineering and test center in Wörth were key areas of investment.
Additionally, investments in the Chinese and Brazilian product portfolio as well as in the further
optimization of the logistic and production concept to ensure suitable warehousing in Brazil to
accommodate the new product portfolio continued. Further investments were made in flexible
production in German powertrain plants to meet a high market demand for heavy-duty powertrains in
the European and North American markets as well as in the heavy-duty powertrain portfolio.
• In TN, investments amounting to EUR 226.0 million were made to increase production capacity of
plants while also improving their flexibility to react faster to short-term demand. Further, investments
in the heavy-duty engine and powertrain were made to increase efficiency and fulfill EPA regulations.
• Investments totaling EUR 203.0 million for TA included projects such as the continuous
implementation of safety technologies in model year upgrades of the heavy-duty trucks portfolio
as well as for the fully electric eCanter. Infrastructure improvements included the maintenance of
production and sales facilities and the finalization of new headquarters for TA.
• EUR 135.0 million was invested for the DB segment. Aside from investments in production
reorganization of the body shop/coach and city bus production, further investments focusing on
investments in future-oriented technologies such as electric mobility (e.g., the eCitaro Battery LMP,
Compact Hybrid and C2 Electric Drive Bus) as well as connectivity were made. In addition,
investments were made in successor generations of existing products.
Capital Expenditures for the year ended December 31, 2018 amounted to EUR 1,353 million, which included
the following:
• For projects in MB, the Group invested EUR 704.0 million, which included significant investments in
the sales organization to set-up a dedicated sales structure for the Group. In particular, dedicated sales
and service centers for the Group were created which aimed at increasing customer engagement.
Other investments related to the Group’s global heavy-duty powertrain portfolio, the replacement of
machinery as well as to vehicle series and powertrain production. In Brazil, investments were made
into the future product portfolio in order to gain market leadership while ensuring compliance with
emissions regulations. Further future oriented investment was made in the growth market of China for
tailored products and technologies.
• EUR 258.0 million was invested in TN, with a focus on product portfolio development for both new
products as well as further enhancements of existing products to comply with increasingly demanding
regulations and to further secure the Group’s market leading position.
• EUR 222.0 million was invested for TA, aimed at enhancing fuel efficiency through new products
and at increasing powertrain efficiency. Further investments focused on infrastructure improvements,
including the new headquarters, maintaining production and sales facilities, and improving the energy
efficiency of production facilities.
• EUR 162.0 million was invested in DB, with a focus on improvements in production and service
related infrastructure, including the reorganization of body shop/coach and city bus production to
enhance manufacturing flexibility and optimization. Further investments included the reorganization
of EvoBus service centers (Bus World Home) in Switzerland and investments in successor
generations of existing products to maintain competitiveness.
Between October 1, 2021 and the date of this Prospectus, the Group's Capital Expenditures amounted to
approximately EUR 200 million.
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oriented technologies. These investments are being financed primarily from cash-flows generated from
operating activities.
The planned Capital Expenditures have a global focus on machinery maintenance and replacement,
infrastructure improvements, which include the Group’s sales facilities and entire sales network especially in
Europe and Asia, series management of the Group’s existing product portfolio and capacity increases and
flexible heavy duty truck production lines. Additional planned investments will be made in all regions in future
technologies, mainly ZEVs (eCanter, eActros, eCascadia and eCitaro) and autonomous driving, as well as
setting-up additional parts distribution centers in North America to expand the Group’s network and its
coverage area and support a dedicated aftermarket services strategy in order to further drive the global growth
of the Group.
The Group expects that these planned Capital Expenditures will, however, be predominantly invested in new
production technologies (e.g., innovation labs for manufacturing processes), and battery production to support
the Group’s ambitious plans and goals on automated driving and electric mobility and plans to fund these on an
ongoing basis. The Group’s planned Capital Expenditures will be financed primarily from cash-flows generated
from operating activities supported by the Group’s reduction of investment in its conventional product
production lines.
As at As at
December 31 September 30
2020 2019 2018 2021
EUR millions EUR millions
(audited) (unaudited)
Provision for pension benefits . . . . . . . . . . . . . . . . . . . . . . . . 2,915 2,505 1,877 2,135
Provision for other post-employment benefits . . . . . . . . . . . . . . 615 673 586 617
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,530 3,178 2,463 2,752
Expenses from Pension obligations included in the combined statements of income amounted to
EUR 312 million, EUR 282 million and EUR 264 million for the years ended December 31, 2020, 2019
and 2018, respectively.
Please see “10.14.4 Pension Plans and Retirement” and Note 25 to the Audited Combined Financial Statements
for more detail on the Group’s pension plans.
As at
As at December 31 September 30
2020 2019 2018 2021
EUR millions EUR millions
(audited) (unaudited)
Notes/bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,259 999 1,138 894
Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82 105 11 42
Liabilities to financial institutions(1) . . . . . . . . . . . . . . . . . . 3,658 5,596 5,824 2,712
Deposits in the direct banking business . . . . . . . . . . . . . . . 264 195 172 450
Liabilities from ABS transactions . . . . . . . . . . . . . . . . . . . 871 991 571 930
Lease liabilities(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,340 1,548 201 1,219
Loans/liabilities from cash pooling(1) . . . . . . . . . . . . . . . . . 13,075 13,862 11,470 12,578
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,549 23,296 19,387 18,825
Note:
(1) See “11.1.2 Past Relationships with the Daimler Group” for more information on remaining Daimler Group amounts.
153
Please see Note 27 to the Audited Combined Financial Statements for more detail on the Group’s financing
liabilities.
154
7.15 Financial Risk Management
As a result of its businesses and the global nature of its operations, the Group is exposed in particular to market
risks from changes in foreign currency exchange rates and interest rates, while commodity price risks arise
from procurement. An equity price risk results from investments in listed companies. In addition, the Group is
exposed to credit risks from its leasing and financing activities and from its business operations (i.e., trade
receivables). Furthermore, the Group is exposed to liquidity and country risks relating to its credit and market
risks or a deterioration of its business operations or financial market disturbances. If these financial risks
materialize, they could adversely affect the Group’s profitability, liquidity and capital resources and financial
position.
The Group has established internal guidelines for risk controlling procedures and for the use of financial
instruments, including a clear segregation of duties with regard to financial activities, settlement, accounting
and related controlling. The Group manages and monitors these risks primarily through its operating and
financing activities.
Below is a high-level overview of the financial risks the Group faces. For more detailed information on the
Group’s management of financial risks, see Note 36 to the Audited Combined Financial Statements on
page F-81.
Credit Risk
Credit risk is the risk of economic loss arising from a counterparty’s failure to repay or service debt in
accordance with the contractual terms. Credit risk encompasses both the direct risk of default and the risk of a
deterioration of creditworthiness, as well as concentration risks. The maximum risk positions of financial assets
which are generally subject to credit risk are equal to their carrying amounts at the balance sheet date (without
consideration of collateral, if available). There is also a risk of default from irrevocable loan commitments
which had not been utilized as of that date, as well as from financial guarantees. The maximum risk position in
these cases is equal to the expected future cash outflows.
Liquidity Risk
Liquidity risk comprises the risk that a company cannot meet its financial obligations in full. The Group
manages its liquidity by holding adequate volumes of liquid assets and by maintaining syndicated credit
facilities in addition to the cash inflows generated by its business operations. Additionally, the possibility to
securitize receivables of the financial services business (ABS transactions) also reduces the Group’s liquidity
risk. Liquid assets comprise cash and cash equivalents and marketable debt securities and similar investments.
155
of the receivables portfolio in selected and developed markets, Financial Services does not match funding in
terms of maturities in order to take advantage of market opportunities. As a result, the Group is exposed to
risks due to changes in interest rates.
7.17 New Accounting Standards and Interpretations That Are Not Yet Effective
The following standards have not yet been endorsed by the European Union. The Group has not yet applied
these standards and does not expect them to have any material impact on its combined financial statements:
• IFRS 17 Insurance Contracts
• Amendments to IFRS 16 on COVID-19-Related Rent Concessions
• Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 (Interest Rate Benchmark
Reform—Phase 2: Amendments to IFRS 9, IAS 39, IFRS 7, IRS 4 and IFRS 16).
7.18 Information from the Audited Unconsolidated Financial Statements of Daimler Truck
Holding AG as of and for the stub period from March 25, 2021 to September 30, 2021
The Audited Unconsolidated Financial Statements of Daimler Truck Holding AG as of and for the stub period
from March 25, 2021 to September 30, 2021 have been prepared in accordance with IFRS as adopted by the
European Union and are included in this Prospectus beginning on page F-159. For the stub period from
March 25, 2021 to September 30, 2021, the loss for the period was EUR 16.9 thousand, and the total assets of
the Company as of September 30, 2021 amounted to EUR 703.8 thousand.
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8 PROFIT FORECAST
8.1 Profit Forecasts for the period from January 1, 2021 to December 31, 2021 and for the period
from January 1, 2022 to December 31, 2022 prepared by Daimler Truck Holding AG
The forecast of EBIT (as defined below) and Adj. EBIT (as defined below) prepared by Daimler Truck
Holding AG (the “Company”) for the Group (as defined below) for the period from January 1, 2021 to
December 31, 2021 (“Fiscal Year 2021”) and for the period from January 1, 2022 to December 31, 2022
(“Fiscal Year 2022”), respectively (hereinafter referred to as “Profit Forecasts 2021” and “Profit Forecasts
2022”, and both together with the respective explanatory notes, the “Profit Forecasts”), is not a representation
of facts and should therefore not be interpreted as such by prospective investors. Rather, it reflects the forward-
looking expectations of the Company with respect to the Profit Forecasts 2021 and the Profit Forecasts 2022.
For the purpose of the Profit Forecasts, the Group (as defined below) comprises the group of Daimler Truck
Holding AG together with the group of legal entities and operations (i) of the Daimler trucks and buses
business (“Daimler Trucks & Buses”) and (ii) of the related financial services business (“Daimler Truck
Financial Services”) which are subject to the reorganization measures and transfers to Daimler Truck AG and
to subsidiaries of Daimler Truck AG which have already occurred prior to the date of this prospectus or will
have been completed by December 1, 2021 (the “Phase 1 Transactions”). These legal entities and operations
of Daimler Trucks & Buses and Daimler Truck Financial Services which are subject to the Phase 1
Transactions are referred to collectively as the “Daimler Truck Business”. On or about December 9, 2021
(i.e., after completion of the Phase 1 Transactions), Daimler Truck AG (including the entities transferred to
Daimler Truck AG and to subsidiaries of Daimler Truck AG as part of the Phase 1 Transactions) will become a
subsidiary of the Company. The second phase includes reorganization measures and transfers of certain
remaining legal entities and operations of Daimler Trucks & Buses and Daimler Truck Financial Services to the
Group that will be implemented in the Fiscal Year 2022 (the “Phase 2 Transactions”).
For the purpose of the Profit Forecasts 2021, “Group” includes the Company and (i) the Daimler Truck
Business up to or about December 9, 2021 or (ii) its consolidated subsidiaries starting on or about December 9,
2021, respectively, whereas for the purpose of the Profit Forecasts 2022, “Group” includes the Company and
its consolidated subsidiaries as well as the Phase 2 Transactions upon the occurrence at the relevant points in
time in the Fiscal Year 2022.
The Group’s activities are divided into five reporting segments: Mercedes-Benz (“MB”), Trucks North America
(“TN”), Trucks Asia (“TA”), Daimler Buses (“DB”) and Financial Services (“Financial Services”, or the
“Financial Services Business”). MB, TN, TA and DB are collectively referred to as the “Automotive
Segments”. The Automotive Segments engage in the production and sale of trucks, buses, engines and related
services and have divisions which produce and market brand-specific products. In addition, other business
activities and investments, in particular in the area of autonomous driving, as well as functions and services
provided by the Group’s headquarters and other Group companies not allocated to the segments and projects
managed by headquarters are recorded under reconciliation (“Reconciliation” and, together with the
Automotive Segments, the “Industrial Business”). In 2021, Volvo and Daimler Truck AG entered into a
50-50 joint venture called cellcentric GmbH & Co. KG (“cellcentric”) for the development, manufacture and
marketing of hydrogen fuel cells and systems, which is also included in Reconciliation. EBIT for the Industrial
Business and Adj. EBIT for the Industrial Business include the impact of Reconciliation for the Group without
allocating any Reconciliation amounts to the Financial Services segment. The Financial Services Business
supports the sales of the Group’s truck and bus brands with tailored financial services that include leasing and
financing packages, as well as insurance and rental solutions purchased by the Group’s customers and plans to
offer fleet management and integrated service offerings to the Group’s customers.
The respective financial information for the fiscal year ended December 31, 2020 presented for comparative
reasons is based on the combined financial statements of the Daimler Truck Business prepared by Daimler AG
and Daimler Truck AG in accordance with International Financial Reporting Standards as adopted by the
European Union (“IFRS”) as of and for the fiscal years ended December 31, 2020, December 31, 2019 and
December 31, 2018 (the “Audited Combined Financial Statements”).
Any forward-looking statements are necessarily based on a number of assumptions and estimates about future
events and actions, including management’s assessment of opportunities and risks. Such assumptions and
estimates are inherently subject to significant business, operational, economic and competitive uncertainties and
contingencies, many of which are beyond the Group’s control, and upon assumptions with respect to future
business decisions that are subject to change.
157
The Profit Forecasts are based on the factors and assumptions made by the Company’s management board
(Vorstand, “Management Board”) with respect to the development of factors influencing the EBIT of the
Group and the Adj. EBIT of the Group for the Fiscal Year 2021 and for the Fiscal Year 2022, respectively, as
set out below. These factors and assumptions also relate to factors that the Company cannot influence. Even if
these factors and assumptions are reasonable on the date on which the Profit Forecasts are published, they may
subsequently prove to be unjustified or incorrect. If one or more of these factors and assumptions prove to be
unjustified or incorrect, the actual EBIT of the Group and the actual Adj. EBIT of the Group for the fiscal year
ending December 31, 2021 as well as the actual EBIT of the Group and the actual Adj. EBIT of the Group for
the fiscal year ending December 31, 2022 (including the Phase 2 Transactions upon the occurrence at the
relevant points in time in the Fiscal Year 2022) may deviate materially from the respective Profit Forecasts
2021 as well as the respective Profit Forecasts 2022. Accordingly, prospective investors should treat this
information with caution and should not place undue reliance on the Profit Forecasts 2021 and the Profit
Forecasts 2022.
158
With respect to the accounting policies applied, reference is made to the notes of the unaudited condensed
interim combined financial statements of the Daimler Truck Business as of and for the nine months ended
September 30, 2021 (the “Unaudited Condensed Interim Combined Financial Statements”, and, together
with the Audited Combined Financial Statements, the “Combined Financial Statements”) and to the notes of
the Audited Combined Financial Statements.
The Profit Forecasts have been compiled and prepared on a basis which is both (a) comparable with the
historical financial information included in the prospectus, i.e. the Combined Financial Statements and
(b) consistent with the issuer’s accounting policies.
The Profit Forecasts have been prepared solely for the inclusion in the prospectus and represent the best
estimates as of November 23, 2021.
In preparing the Profit Forecasts, the Company has considered several factors relating to the operational and
financial performance of the Group. The development of these factors is based on specific assumptions made
by the Management Board of the Company, which are set forth below.
If not stated otherwise, developments as described herein are presented as comparison to the respective
previous fiscal year.
159
Factor 4: Economic and political development
For the purpose of the Profit Forecasts, the Company assumes that the economic conditions in the most
important markets of the Group continue to normalize after the disruptions caused by the Covid-19 pandemic.
In line with the majority of economic research institutes, the Company assumes the world economy to recover
in the Fiscal Year 2021 and continue the momentum for the Fiscal Year 2022 (see Factor 3 for details on
assumptions related to the Covid-19 pandemic). Therefore, the Company assumes a world economic growth of
about 5.9% for the Fiscal Year 2021 and of approximately 4.4% for the Fiscal Year 2022.
For the purpose of the Profit Forecasts, the Company also assumes there will be a stable political environment
in its most relevant markets. In particular, the Company assumes stability of the global trade and tariff
framework and no changes in barriers to trade or other protectionist measures compared to the fiscal year ended
December 31, 2020.
160
and assumes that this market will stay on the same level for the Fiscal Year 2022. Within Latin America, for
Brazil, the Company assumes a significant increase in the market volume for heavy-duty trucks for the Fiscal
Year 2021 and assumes an additional significant increase for the Fiscal Year 2022 driven by the assumption of
a Euro VI pre-buy effect. Within Asia, for Japan, the Company assumes the market volume for heavy-duty
trucks will stay on the same level for the Fiscal Year 2021 and assumes a significant decrease of this market for
the Fiscal Year 2022.
161
For the purpose of the Profit Forecasts 2021, the Company assumes a slight negative net impact on EBIT of the
Group and Adj. EBIT of the Group for the Fiscal Year 2021 from changes in foreign currency rates and related
translation and transaction currency effects. For the purpose of the Profit Forecasts 2022, the Company assumes
no material net impact on EBIT of the Group or Adj. EBIT of the Group for the Fiscal Year 2022 from changes
in foreign currency rates and related translation and transaction currency effects.
Group
Factor 12: Competitive environment
The commercial vehicle industry is highly competitive and competition may intensify in the future.
Nevertheless, for the purpose of the Profit Forecasts, the Company assumes there will not be any material
changes in the competitive environment of the Group compared to the fiscal year ended December 31, 2020. In
particular, the Company assumes the pricing of the products of the Group to remain stable and does not assume
price deterioration as a result of competitors looking to increase their market share or disruption by new market
participants or new models. Conversely, the Company does not assume price increases or market share
increases as a result of competitors exiting markets compared to the fiscal year ended December 31, 2020.
162
assume further supply chain interruptions such as factory shutdowns (including defaults of suppliers) or sudden
worldwide border closings caused by the Covid-19 pandemic.
Factor 16: Research and development costs (incl. capitalized development costs) of the Group
For the purpose of the Profit Forecasts 2021, the Company assumes research and development costs (incl.
capitalized development costs) of the Group of EUR 1.5 billion to EUR 1.7 billion. Furthermore, for the
purpose of the Profit Forecasts 2022, the Company assumes a slight increase of research and development costs
(incl. capitalized development costs) of the Group compared to the Fiscal Year 2021. This is primarily due to
the Group’s focus on new technologies, including truck automation and connectivity, as well as for electric
drive powered by batteries and fuel cells of the Industrial Business. Other key areas are the development of
subsequent generations of existing products, especially in the segment of heavy-duty trucks, and of tailored
products and technologies for key growth markets of the Industrial Business.
Furthermore, for the purpose of the Profit Forecasts, the Company assumes a significant increase of the
capitalized development costs of the Group for the Fiscal Year 2021 and for the Fiscal Year 2022, each
compared to the level as per the fiscal year ended December 31, 2020. The Company assumes that the Group
will be successful in achieving its development goals and can therefore capitalize related development costs
according to its development plan in the Fiscal Year 2021 and the Fiscal Year 2022.
Overall, as part of its structural actions, for the purpose of the Profit Forecasts, the Company also assumes that
the Group will be able to reduce total research and development costs (incl. capitalized development costs) of
the Group by certain measures, such as implementing absolute annual EUR budgets instead of percentage of
revenue targets.
For the avoidance of doubt, such assumptions regarding research and development costs (incl. capitalized
development costs) are already considered in the developments as described herein (see Factor 21 and
Factor 22), where applicable.
Research and development costs for the Group includes the research and non-capitalized development costs as
presented in the combined statement of income in the Combined Financial Statements as well as the capitalized
development costs for the Group.
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Factor 18: Warranties, guarantees and campaigns
The Group provides various types of product warranties depending on the type of product and conditions in the
relevant market. Provisions for product warranties are generally recognized when vehicles are sold or when
new warranty programs are initiated. Based on historical warranty-claim experience, assumptions have to be
made as to the type and extent of future warranty claims and customer goodwill, as well as with respect to
possible recall campaigns for each model series.
For the purpose of the Profit Forecasts, the Company does not assume material product defects or recall
campaigns and it does not assume any additional provisions for unforeseen warranty claims are required outside
the ordinary course of business compared to the fiscal year ended December 31, 2020.
Industrial Business
Factor 20: Sales volumes
Following the drop in demand in the fiscal year ended December 31, 2020, which was heavily impacted by the
Covid-19 pandemic, major truck markets are assumed to recover in the Fiscal Year 2021 and the Fiscal Year
2022 (see Factor 5). However, for the purpose of the Profit Forecasts, the Company assumes the shortage of
semiconductor components to persist in the Fiscal Year 2021 and the Fiscal Year 2022 (see Factor 8).
Therefore, the Company assumes the following sales volumes of the Industrial Business based on such
constraints on the production capacity. For such sales volumes, the Company assumes that the Industrial
Business can timely deliver the products in its order backlog and does not assume any material cancellations of
customers due to potential delays in the supply chain (see Factor 14). Nevertheless, strong uncertainty remains
regarding the future course of the shortage of semiconductor components and the Group’s ability to keep up
with market demand for its products. For the avoidance of doubt, any additional shortages are not considered
herein and may materially impact sales volume, product mix and contribution margins (as defined in Factor 21)
of the Industrial Business and therefore have a material impact on the Profit Forecasts.
For the purpose of the Profit Forecasts 2021, the Company assumes unit sales of 140 thousand to 150 thousand
for MB mainly of medium and heavy-duty trucks in EU30 and medium and heavy-duty trucks in Latin
America (in particular Brazil), unit sales of 160 thousand to 170 thousand for TN mainly of trucks classes 6 to
8 in North America and unit sales of 140 thousand to 150 thousand for TA mainly of total trucks in Asia for
the Fiscal Year 2021. For DB, the Company assumes unit sales of 17 thousand to 18 thousand mainly in EU30
and Latin America for the Fiscal Year 2021. This assumption is based on the weak market environment of DB
that has not fully recovered from the Covid-19 pandemic. Overall, for the purpose of the Profit Forecasts 2021,
the Company assumes unit sales of 450 thousand to 470 thousand for the Industrial Business, taking into
account the elimination of inter-segment unit sales (Reconciliation).
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For the purpose of the Profit Forecasts 2022, the Company assumes a significant increase in unit sales of the
Industrial Business for the Fiscal Year 2022 compared to the Fiscal Year 2021, mainly driven by TN mainly of
trucks classes 6 to 8 in North America (supported by a slight increase in market share of TN for trucks of
classes 6 to 8) and TA mainly of total trucks in Asia (in particular outside of Japan) and to a lesser extent by
MB mainly of medium and heavy-duty trucks in Latin America (in particular Brazil). For DB, the Company
assumes a recovery mainly of the touring coach market in EU30 and Latin America (in particular Brazil)
towards a pre- Covid-19 pandemic level as well as positive effects assumed from the outcome of tenders.
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Overall, for the purpose of the Profit Forecasts, the Company assumes no other material valuation effects, in
particular from impairments of investments of the Industrial Business. Furthermore, the Company assumes that
the Industrial Business can attract, develop and retain highly qualified managerial staff and skilled personnel in
the Fiscal Year 2021 and the Fiscal Year 2022, as required to achieve the assumptions described herein.
Factor 25: Profitability of the Industrial Business as measured by Adj. Return on Sales (“Adj. RoS”)
The Group discloses Adj. RoS for the Industrial Business or for the respective Automotive Segment, as
applicable, as the Group believes it provides a more transparent presentation of the ongoing operating
profitability of the Industrial Business or the respective Automotive Segment activities over time and across
segments, as applicable, by excluding significant results for legal proceedings and related measures,
restructuring measures and M&A transactions that are not expected to occur on a regular recurring basis. Adj.
RoS of the Industrial Business or the respective Automotive Segment, as applicable, is Adj. EBIT of the
Industrial Business or the respective Automotive Segment, as applicable, divided by revenue of the Industrial
Business or the respective Automotive Segment, as applicable. Adj. EBIT for the Industrial Business includes
the impact of Reconciliation for the Group without allocating any Reconciliation amounts to the Financial
Services segment. Adj. RoS is not a measure based on IFRS, German GAAP or any other generally accepted
accounting principles and should not be considered as a substitute for net results or earnings before taxes, cash
flow from operating activities or any other performance indicator as determined or defined by IFRS. The way
the Group measures Adj. RoS may not be consistent with the way other companies determine this measures,
similar measures or measures with similar names. Accordingly, Adj. RoS as presented herein may not be
comparable to such measure, similar measures or measures with similar names as presented by other
companies.
For the purpose of the Profit Forecasts 2021, the Company assumes Adj. RoS of the Industrial Business to be
between 6% and 8% based on the underlying developments described above (see Factor 20 through Factor 24).
In particular, the Company assumes Adj. RoS of MB to be between 4% and 6%, Adj. RoS of TN to be
between 9% and 11%, Adj. RoS of TA to be between 6% and 8% and Adj. RoS of DB to be between negative
4% and negative 2%.
For the purpose of the Profit Forecasts 2022, the Company assumes Adj. RoS of the Industrial Business to be
between 7% and 9% based on the underlying developments described above (see Factor 20 through Factor 24).
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Financial Services
Factor 26: Interest result
The Financial Services Business generates revenue for the Group through interest income and lease rents. For
the purpose of the Profit Forecasts 2021, the Company assumes a significant increase of the interest result
(calculated as interest income less interest expense, where interest income contributes to revenue of the Group
and interest expense contributes to cost of sales of the Group) of the Financial Services segment compared to
the fiscal year ended December 31, 2020. While the average portfolio is assumed to have decreased compared
to the fiscal year ended December 31, 2020, based on new business for the Fiscal Year 2021 of EUR 5 billion
to EUR 6 billion, the Company assumes a normalization of interest margins of the Financial Services segment
to pre-Covid-19 pandemic levels. For the purpose of the Profit Forecasts 2022, the Company assumes a
significant increase of the interest result of the Financial Services segment compared to Fiscal Year 2021 due to
the overall recovery with a concurring increase in penetration rate as well as additional portfolio volume effects
due to the contribution of Phase 2 Transactions of Financial Services.
Factor 30: Profitability of Financial Services as measured by Adj. Return on Equity (“Adj. RoE”)
The Group discloses Adj. RoE for the Financial Services segment as the Group believes it is a meaningful
financial measure to evaluate the ongoing operating performance of its Financial Services segment over time
and to provide a more transparent presentation by excluding significant results for legal proceedings and related
measures, restructuring measures and M&A transactions that are not expected to occur on a regular recurring
basis. Adj. RoE for the Financial Services segment is Adj. EBIT for the Financial Services segment divided by
average equity for the Financial Services segment. From January 1, 2021, average equity is defined as the
average of the quarterly average equity for each period. Adj. RoE is not a measure based on IFRS, German
GAAP or any other generally accepted accounting principles and should not be considered as a substitute for
net results or earnings before taxes, cash flow from operating activities or any other performance indicator as
determined or defined by IFRS. The way the Group measures Adj. RoE may not be consistent with the way
other companies determine this measures, similar measures or measures with similar names. Accordingly, Adj.
RoE as presented herein may not be comparable to such measure, similar measures or measures with similar
names as presented by other companies.
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For the purpose of the Profit Forecasts 2021, the Company assumes Adj. RoE of the Financial Services
segment to be between 5% and 7% based on the underlying developments described above (see Factor 26
through Factor 29) and considering an equity ratio of approximately 9% for the Financial Services segment at
the end of the Fiscal Year 2021. Overall, the Financial Services Business has a lower impact than the Industrial
Business on EBIT of the Group and Adj. EBIT of the Group.
Equity ratio for the Financial Services segment is defined as the equity of the Financial Services segment
divided by the assets of the Financial Services segment.
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9 INDUSTRY OVERVIEW
The market and industry data and forecasts and statements regarding the Group’s position in the relevant
market or market segment in this section are based on various market research and other publicly available
information, as well as reports by independent industry sources. See “2.6 Sources of Market Data and Other
Information from Third Parties.” Certain statements below are based on the Group’s own proprietary
information, insights, opinions or estimates, and not on any third-party or independent source; these statements
contain words such as the Group “believes”, “expects”, “considers” or “estimates”, and as such do not
purport to cite or summarize any third party or independent source and should not be read this way. IHS
Markit volume figures are rounded to the nearest one thousand. The forward-looking statements in this section
are subject to risks and uncertainties, as they relate to future events, and are based on estimates and
assessments that may be inaccurate. See “1 Risk Factors.”
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industry development, with truck OEMs focusing significant research efforts on developing technologies that
reduce costs for their customers.
The truck market is evolving from the traditional truck business with a focus on vehicles toward a more holistic
offering that includes aftersales services, transport solutions and end-to-end logistics solutions. Key services
include repair and maintenance, vehicle services, financial services (e.g., insurance, extended warranty, leasing),
driver services (e.g., training) as well as fleet management and predictive and preventative maintenance
software. These additional activities contribute to truck OEMs’ recurring revenues.
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North America (including Canada, U.S. and Mexico) is the world’s second largest market for trucks,
representing an average of 16.7% of global truck volumes sold between 2018 and 2020. Total HDT and MDT
sales in North America have grown from 560,000 units in 2018 to 595,000 units in 2019 declining significantly
to 477,000 units in 2020 (2018–2020 CAGR of –7.8%; –3.7% for MDT and –11.3% for HDT).
• 2018 breakdown: 256,000 MDT units and 305,000 HDT units
• 2019 breakdown: 272,000 MDT units and 324,000 HDT units
• 2020 breakdown: 237,000 MDT units and 240,000 HDT units
2021 volumes are expected to recover strongly following the Covid-19 impact on 2020 sales volumes and are
forecasted to grow by 18.5% (15.0% growth for MDT and 21.9% growth for HDT) to 564,000 units sold in
2021. Between 2021 and 2026 volumes are expected to grow by 0.3% p.a. (0.5% growth for MDT and 0.2%
increase for HDT), resulting in 574,000 units sold in 2026 (279,000 MDT and 295,000 HDT). Between 2021
and 2026 the portion of HDT units is expected to remain stable at approximately 50% of total North America
truck sales.
Asia-Pacific (including Australia, China (Hong Kong, Mainland China, Taiwan), India, Indonesia, Japan,
Malaysia, New Zealand, Pakistan, Philippines, Singapore, South Korea, Thailand and Vietnam) is the world’s
largest market for trucks, representing an average of 63.1% of the global truck sales between 2018 and 2020 by
volume. Total HDT and MDT sales in Asia-Pacific decreased from 2,076,000 units in 2018 to 1,915,000 units
in 2019 and increased to 2,167,000 units in 2020 (2018–2020 CAGR of 2.2%; 14.5% for MDT units and 6.4%
for HDT units).
• 2018 breakdown: 458,000 MDT units and 1,618,000 HDT units
• 2019 breakdown: 390,000 MDT units and 1,526,000 HDT units
• 2020 breakdown: 335,000 MDT units and 1,832,000 HDT units
2021 volumes are expected to decline by 6.2% (13.5% growth for MDT units and 9.8% decline for HDT units)
to 2,033,000 units sold. Between 2021 and 2026, volumes are expected to decline by 1.5% p.a. (5.0% growth
for MDT units and 3.2% decline for HDT units), reaching 1,886,000 units sold in 2026 (484,000 MDT units
and 1,402,000 HDT units). Between 2021 and 2026 the portion of HDT units is expected to remain stable at
approximately 70–75% of the total Asia-Pacific truck sales volumes.
China is the world’s single largest market for trucks, accounting for approximately 45.6% (2018–2020 average)
of total volumes worldwide. The Chinese market registered a growth between 2018 and 2020 of 15.8% p.a.
(4.3% decline for MDT units and 18.6% growth for HDT units) and between 2021 and 2026 volumes are
expected to decline by 4.6% p.a. (4.5% p.a. growth for MDT units and 6.1% p.a. decline for HDT units), with
1,248,000 units expected to be sold in 2026 (223,000 MDT units and 1,025,000 HDT units).
India is a sizeable and growing market, accounting for approximately 8.3% (2018–2020 average) of total
volumes worldwide. The Indian market registered a decline between 2018 and 2020 of 41.6% p.a. (30.6% p.a.
decline for MDT units and 45.6% p.a. decline for HDT units) and between 2021 and 2026 volumes are
expected to grow by 11.8% p.a. (9.0% growth for MDT units and 13.2% growth for HDT units), with 330,000
units expected to be sold in 2026 (99,000 MDT units and 231,000 HDT units).
Latin America (including Argentina, Bahamas, Barbados, Belize, Bermuda, Bolivia, Brazil, Chile, Colombia,
Costa Rica, Cuba, Dominican Republic, Ecuador, El Salvador, Guatemala, Haiti, Honduras, Jamaica,
Netherlands Antilles, Nicaragua, Other Caribbean, Panama, Paraguay, Peru, Puerto Rico, Trinidad & Tobago,
Uruguay, and Venezuela) is the world’s fourth largest market for trucks, representing an average of 4.2% of the
global truck sales volume between 2018 and 2020. Total HDT and MDT sales in Latin America increased from
132,000 units in 2018 to 150,000 units in 2019 and declined to 133,000 units in 2020 (2018–2020 CAGR of
0.4%; –5.3% for MDT units and 2.9% for HDT units).
• 2018 breakdown: 42,000 MDT units and 89,000 HDT units
• 2019 breakdown: 44,000 MDT units and 106,000 HDT units
• 2020 breakdown: 38,000 MDT units and 95,000 HDT units
2021 volumes are expected to rebound strongly by 40.7% (37.2% growth for MDT units and 42.1% for HDT
units) to 187,000 units sold. Between 2021 and 2026, volumes are expected to decline by 0.2% p.a. (1.7% p.a.
growth for MDT and 0.9% p.a. decline for HDT), reaching 185,000 units sold in 2026 (57,000 MDT units and
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129,000 HDT units). Between 2021 and 2026 the portion of HDT units is expected to hover around 70% of the
total Latin American truck sales by volumes.
Middle East & Africa (including Algeria, Angola, Egypt, Israel, Kenya, Malawi, Nigeria, Saudi Arabia, South
Africa, and Uganda) represented an average of 2.1% of the global truck sales between 2018 and 2020 by
volume. Total HDT and MDT sales in the Middle East & Africa increased from 67,000 units in 2018 to 75,000
units in 2019 and declined to 63,000 units in 2020 (2018–2020 CAGR of –3.0%; –0.9% for MDT units and
–4.4% for HDT units).
• 2018 breakdown: 27,000 MDT units and 40,000 HDT units
• 2019 breakdown: 27,000 MDT units and 48,000 HDT units
• 2020 breakdown: 26,000 MDT units and 36,000 HDT units
2021 volumes are expected to rebound by 11.3% (11.8% growth for MDT units and 10.9% growth for HDT
units) to 70,000 units sold. Between 2021 and 2026, volumes are expected to grow by 5.5% p.a. (3.7% growth
for MDT and 6.7% growth for HDT), reaching 91,000 units sold in 2026 (35,000 MDT units and 56,000 HDT
units). Between 2021 and 2026 the portion of HDT units is expected to hover around 60% of the total Middle
East & Africa truck sales by volumes.
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• 4.4% in Asia-Pacific (13.1% market share in MDT and 2.9% share in HDT segments)
• 76.5% in Latin America (51.8% market share in MDT and 86.4% share in HDT segments)
• 37.0% Middle East & Africa (11.6% market share in MDT and 55.5% share in HDT segments)
The Group held a leading position in 2020 in total MDT and HDT by sales volume among global players in
North America (27.1% market share), Asia-Pacific (2.5% market share) and Middle East & Africa (13.8%
market share), second largest market share in Latin America (26.6% market share) behind TRATON (31.6%
market share), third largest market share in Europe (17.3% market share) behind TRATON (25.1% market
share) and Volvo (18.2% market share) and third largest market share in EU30 (19.6% market share) behind
TRATON (29.5% market share) and Volvo (21.9% market share).
Among global players in MDT market in 2020, the Group held leading positions in Europe (20.6% market
share), EU30 (27.2% market share), North America (17.3% market share), Asia-Pacific (8.3% market share)
and Middle East & Africa (7.8% market share), and second largest market share in Latin America (23.5%
market share) behind TRATON (28.3% market share).
Among global players in HDT market in 2020, the Group held leading positions in North America (36.8%
market share), Asia-Pacific (1.5% market share), second largest market share in Latin America (27.8% market
share) behind TRATON (33.0% market share) and in Middle East & Africa (18.2% market share) behind
TRATON (19.1% of market share), third largest market share in Europe’s HDT market (16.6% market share)
behind TRATON (27.9% market share) and Volvo (20.8% market share) and third largest market share in
EU30’s HDT market (18.2% market share) behind TRATON (32.0% market share) and Volvo (24.5% market
share).
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expected to reach 46,000 units implying a 2021–2026 CAGR of 5.1%. North America’s share of the global bus
market is expected to remain between 10–15% between 2021 and 2026.
Asia-Pacific is the world’s largest market for buses, accounting for an average of 59.4% of the global market
between 2018 and 2020. Total bus sales in Asia-Pacific have decreased from 241,000 units in 2018 to 233,000
units in 2019 and 142,000 units in 2020 (2018–2020 CAGR of –23.1%). 2021 volumes are expected to recover
by 5.1% to 150,000 units and again in 2022 to 188,000 units sold (+25.7%). Between 2021 and 2026 volumes
are expected to grow by 11.0% p.a. to reach 252,000 units sold in 2026. Asia-Pacific’s share of the global bus
market is expected to be in the range of 50–60% between 2021 and 2026.
Latin America is the world’s fourth largest bus market accounting for an average of 9.3% of global bus sales
between 2018–2020. Total bus sales in Latin America have increased from 32,000 units in 2018 to 38,000 units
in 2019 and decreased to 25,000 units in 2020 (2018–2020 CAGR of –10.6%). 2021 volumes are expected to
stay flat at 25,000 (+0.3%) and rebound in 2022 to 34,000 units sold (+35.5%). By 2026, total bus sales are
expected to be 40,000 units implying a 2021–2026 CAGR of 9.6%. Latin America’s share of the global bus
market is expected to hover between 9–11% between 2021 and 2026.
Middle East & Africa is the world’s fifth largest bus market accounting for an average of 2.7% of global bus
sales between 2018–2020. Total bus sales in Middle East and Africa have declined from 11,000 units in 2018
to 6,000 units in 2020 (2018–2020 CAGR of –22.2%). 2021 volumes are expected to increase to 7,000 (+6.8%)
and again in 2022 to 8,000 units sold (+23.9%). By 2026, total bus sales are expected to be 12,000 units
implying a 2021–2026 CAGR of 12.5%. Middle East and Africa’s share of the global bus market is expected to
hover around 3% between 2021 and 2026.
Globalization
Transport plays an important role in today’s economy and society and has a large impact on economic growth
and employment. Continued globalization of the world’s economy helps to facilitate the greater international
division of labor and stimulates technology and labor transfers, leading to an increased demand for
transportation activities. The global logistics industry, of which trucks and trucking services form a significant
part, accounted for approximately 11% of gross domestic product (“GDP”) globally in 2019
(source: Armstrong & Associates 2020).
Factors such as population growth, urbanization, industrialization, disposable income and, ultimately, GDP
growth impact the transportation industry, and accordingly drive the demand for trucks and buses:
• Global GDP is expected to grow at around 3% a year on average in the next 50 years with education
and productivity improvements driving higher growth in emerging economies. GDP per capita in the
poorest economies is expected to more than quadruple from 2011 to 2060, while doubling in the richest
economies in the same period (source: OECD). The growth in GDP, especially post-Covid-19, is
reflective of increasing productivity, business investment, rising personal consumption and government
spending (e.g., the USD 1.2 trillion Bipartisan Infrastructure Framework announced by the
U.S. government in June 2021), factors which drive the demand for logistics services and
consequently commercial vehicles (trucks and buses) and their associated activities such as aftersales
services and commercial vehicle related financial services.
• The global population is forecast to grow by approximately 2 billion people in the next 30 years, from
7.7.8 billion in 2021 to 9.7 billion in 2050 (source: UN 2019). A rising global population drives
additional demand for goods and services and further accelerates the rate of urbanization, which in turn
requires that companies expand the geographic reach of their products and generates additional demand
for quicker and more hassle free delivery of goods. These are factors that directly drive demand for
logistics services.
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• Economic development is often associated with a growth in industrialization, especially in developing
nations, which provides another avenue of growth for commercial vehicles required for the handling of
raw materials, delivery of goods along the supply chain and buses and coaches for the transportation of
the expanding workforce.
• Urbanization is increasing globally with currently 55% of the world’s population living in cities. By
2050 the urban population is expected to more than double in size and approximately 70% of world
population is expected to live in cities (source: World Bank 2020). Ongoing urbanization supports
demand for both trucks, as companies need to navigate longer and often more complex transportation
routes to deliver goods, and buses, as larger urban populations require a greater fleet of city buses and
further investment in transportation services.
Connectivity Solutions
Connected vehicles are equipped with data aggregating sensors that enable vehicles to generate data about the
vehicle, connect with third-party devices inside and outside the vehicles and share this data for further analysis.
Connected commercial vehicles are quickly becoming an industry standard given the potential value for the
vehicle operator / fleet manager and for the commercial vehicle OEMs.
Commercial vehicles equipped with connectivity solutions provide tangible benefits to both fleet operators and
vehicle OEMs including R&D hardware optimization (e.g., adjusting vehicle specifications based on real time
data and prioritizing / deprioritizing features) and creating additional profit pools for OEMs (e.g., predictive
maintenance which can direct higher repair traffic to the OEM’s own repair network and subscription service
revenue models for additional data insights and over-the-air (“OTA”), updates) while fleet operators and
owners benefit from reduced operating costs, smarter maintenance management (e.g., predictive maintenance
avoids unexpected interruptions), higher uptime, and improved driver productivity (e.g., actively managed wear
and tear based on live data by adjusting driving settings) (source: McKinsey 2021).
Transportation as a Service
TaaS is an alternative to vehicle ownership and refers to the buying of miles, trips, and/or experiences. The
purchase and financing of vehicles, maintenance, fuel, insurance, actual driving, and storage are performed by
third-party providers. The proliferation of connected vehicles further enables the development of TaaS from
OEMs and other third party providers, given the additional control and insight on the condition and
whereabouts of the vehicles.
TaaS relies on a digital platform that integrates end-to-end trip planning and payments. Across the globe, the
typical vehicle is idle during 95% of the day (source: Goldman Sachs), a percentage which can be lowered via
connected cars and ridesharing. This is more related to passenger vehicles and less related to trucks, which are
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already being over-utilized with the growth of e-commerce. Nonetheless, there may be an impact on the
demand for new trucks.
Subscription models for commercial vehicles can potentially unlock new revenue streams for truck OEMs in
addition to the more traditional leasing services offered. Supported by improving telematics solutions, truck
OEMs are able to offer more tailored leasing solutions (e.g., Daimler’s pay-as-you-drive leasing solution for
Freightliner trucks in the U.S.) for end customers. For smaller fleet operators, such flexibility enables them to
better manage their cashflow and optimize their cost structure by transforming fixed costs into variable costs
and thereby expands the addressable market available to commercial vehicle OEMs.
Sustainability
The transportation sector is one of the largest contributors to GHG emissions, comprising 29% of GHG
emissions in the U.S. in 2019, with MDT and HDT contributing 24% to that amount (source: US EPA 2021).
Zero-emission vehicles (“ZEVs”) are considered one of the key levers for reducing emissions in the
transportation sector to achieve climate and regulatory targets.
Many truck customers now ask for emissions data as part of their request for tenders and consider such data in
making their purchasing decision. Sustainability features have shifted from being a compliance policy burden to
becoming a differentiating factor in the commercial vehicle industry.
The truck industry’s focus on lowering TCO by reducing fuel consumption, increasing efficiency and using
greener fuel sources has been supported by the development of supporting adjacent technology which has
served to advance its sustainability goals:
• Enhanced telematics with Internet of Things (“IoT”) monitoring devices, which record data like engine
performance and driving habits.
• Optimized route planning where Artificial Intelligence (“AI”) systems predict weather and traffic, and
find the optimal route.
• Improved aerodynamics and eco-friendly fuel sources, such as biodiesel.
Key truck markets have announced regulations aimed at reducing emissions standards which places further
demands on truck OEMs to intensify their investment in ZEVs in order to remain competitive. Please see
“12.2.7 Vehicle Emissions”.
For example, Regulation (EU) 2019/1242 introduced emission standards for heavy-duty vehicles in 2019,
requiring a 15% reduction in CO2 emissions by trucks above 16 tons by 2025 and a 30% reduction by 2030,
each compared to the benchmark time period of July 1, 2019 to June 30, 2020. In addition, the regulation
imposed a system of supercredits for zero- and low-emission trucks for the period from 2019 to 2024 and
quotas for zero- and low-emission trucks based on a benchmark system starting in 2025. The regulation further
provides for very significant financial penalties per additional gram of CO2 for trucks which exceed baseline
CO2 emissions starting in 2025, which will further increase from 2030 onwards.
Similarly, the U.S. Environmental Protection Agency (“EPA”) and the U.S. Department of Transportation
introduced standards for fuel economy and GHG emissions levels for both engines and vehicles starting with
model year 2014. A second phase with mandatory further reductions in fuel consumption and GHG emissions
started with model year 2018 (for certain trailer models) and 2021 (for other trucks and buses) and culminates
with model year 2027. In addition, in 2020, California enacted the Advanced Clean Trucks Regulation, a
mandate requiring medium- and heavy-duty vehicle manufacturers to sell an increasing minimum percentage of
zero emission vehicles from 2024 through 2035.
Other key truck markets such as China have also promulgated mandatory fuel economy improvements and
emission standards improvements for heavy-duty vehicles. In particular, the China VI-a and China VI-b
emissions standards are more restrictive than those of the European Union. The China VI-b standards will be
mandatory for all new heavy-duty trucks in China from July 1, 2023.
The US, EU, China and other countries are planning to phase out the sale of new passenger vehicles with ICEs
and light- duty trucks between 2030 and 2035. The EU’s target of 80–100% reduction in GHG emissions from
transport by 2050 compared to 1990 levels will require reductions from the commercial vehicle market as well
(source: European Commission 2019).
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In line with government regulations to phase out ICE, many commercial vehicle OEMs have also pledged to
transition to electric vehicles in the coming years:
• The Group is targeting up to 60% of sales to be zero emission by 2030 and for its buses to go full
electric in the city segment by 2030.
• Volvo has set a goal of having electric trucks represent half their sales in Europe by 2030.
• TRATON’s Scania is aiming for electric vehicles to comprise 10% of European unit sales in 2025 and
50% by 2030 and TRATON’s MAN is aiming for half of its new buses to have an electric drive system
by 2025 and 60% of its delivery trucks to be zero emission.
With strong sentiment to reduce global GHG emissions from leading governments, truck OEMs will have to
spend significant additional research and development costs on existing models to remain compliant in the near
term, or risk facing heavy fines. Conventional diesel technology will most likely not be able to meet the
European targets set for 2025 and 2030, which necessitates the advancement of ZEV.
The combination of emissions regulations, advancements in battery technology, rising viability of green
hydrogen and the injection of investment into electric mobility companies has created new challenges and
opportunities for traditional commercial vehicle OEMs. Morgan Stanley estimates that by 2030, there will be a
30% adoption rate of zero emission vehicles within the global commercial vehicle market. Newcomers and
disruptors pose a challenge to established OEMs as they are more nimble, agile and starting from a zero
emission mindset which enables them to gain market share. However, established OEMs who direct investment
efforts toward electric vehicles will be able to leverage their previous R&D efforts, existing and long-standing
customer relationship and broad service networks to remain competitive (source: Morgan Stanley 2021).
Powertrains
BEV and FCEV are two alternative powertrains to ICE that are both electric, sharing the same motors and many
other components. The key difference is that batteries store electricity for use, while fuel cells produce it
onboard as needed, through an electrochemical process that extracts electrons from hydrogen forced through
fuel-cell membranes. Aside from the electricity, the only by-product in FCEV is water vapor.
Both BEVs and FCEVs have roughly the same traction efficiency and consume less energy for traction than
ICE engines through a gearbox, using electric drives and recovering energy from regenerative braking.
However, there is a difference in efficiency of conversion from the energy store—chemical energy in the
battery for BEV and hydrogen in tanks for FCEV—to electrical energy for the traction system. Batteries are
highly efficient in energy conversion compared to hydrogen, with overall tank to wheel efficiency being
approximately 75% for BEVs compared to approximately 50% for FCEVs, according to Group estimates.
In terms of impact on TCO, both technologies allow for lower repair and maintenance spending, and lower
energy cost in the BEV case, but BEV and FCEV vehicles cost still remains high compared to traditional ICE
vehicles, therefore, the TCO of ICE vehicles is currently more attractive to fleet owners and operators. This is
expected to change with the ongoing development of technology, GHG emission fees and subsidies, and parity
in TCO to be reached from 2025 onward. As commercial fleet owners’ focus is on managing and reducing their
cost, they are expected to upgrade their vehicle line-up with electric vehicles if there is upfront cost parity with
conventional ICE vehicles or there is an acceptable breakeven point in terms of TCO. At current battery and
vehicle costs and assuming average fuel efficiency, Barclays estimates that TCO breakeven is achieved at six
years for light commercial vehicles and is reached even sooner at three years for “stop-and-go” types of
vehicles, e.g., delivery vans, which are naturally less fuel efficient. Furthermore, as battery and vehicle costs
trend lower due to future innovations and increased production efficiency, TCO is likely to be achieved as early
2.3 years for U.S. average fuel economy and about one year for European average fuel economy light
commercial vehicles (source: Barclays 2020).
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When comparing the two technologies, BEV technology is generally considered more advantageous compared
to FCEV technology, but under certain conditions FCEV technology can offer a better solution for truck
operators:
• Further daily range and regular use increases the annual cost advantage of BEV over FCEV.
• Low and highly variable range is less favorable towards BEV, by reducing the share of energy cost,
slowing amortization of a large battery and increasing payload losses.
• Long-haul favors FCEV over BEV only in case of highly variable long-distance requirements without
full fast-charging infrastructure availability.
As the technology for BEV and FCEV continues to develop, commercial vehicle OEMs differ in their
expectations on which of BEV or FCEV will be the dominant technology in the future. Generally, and in light
of the current state of technology, industry experts view FCEV technology as more favorable for long-haul
vehicles (500+ miles) while BEV is more suited to short-to-medium haul vehicles. With evolving battery
technology and OEMs continuing to push the boundaries of charging times and mileage, it remains to be seen
whether BEV and FCEV technologies will co-exist or whether one will dominate. Should FCEV technology
expand use cases in medium- and short-haul trucking and the relevant hydrogen infrastructure is developed, it
may become the dominant technology. Similarly, if proponents of BEV technology can develop the technology
to extend it to long-haul trips with minimal payload loss, BEV may end up being the dominant technology
(source: Morgan Stanley 2021).
Autonomous Driving
Although there are many open questions, e.g., legal framework and technological redundancy, autonomous
driving is expected to have a unique impact on TCO with the reduction or elimination of driver participation in
the transportation route. The Autonomous Driving playing field is unlikely to be a level playing field, with
smaller OEMs likely finding it more difficult to obtain the necessary resources, and the entrance of new,
technology-driven market players intensifying competition among existing players. To be successful in
Autonomous Driving, truck OEMs need to have access to key technologies for multiple components of the
vehicle which are specifically adapted to commercial vehicles (source: McKinsey 2016):
• Business solution / operations (HD mapping is critical)
• Vehicle and Autonomous Driving system integration (Autonomous Driving system design is critical)
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• Autonomous Driving platform and decision algorithm (object detection and prediction and driver
policy / decision algorithm are critical)
• Processing power (high-performance processing platform is critical)
• Sensors (lidar is critical)
While there is a potential for carry-over of technology know-how and hardware between commercial vehicles
and passenger cars, e.g., for sensors, business solutions, high-definition mapping, Autonomous Driving
technology needs to be developed and adapted to the truck space to address unique requirements of the
industry.
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10 BUSINESS
10.1 Overview
The Group is one of the world’s largest manufacturers of MDT and HDT trucks based on unit sales
(source: IHS Markit). The Group operates a global network in which it produces trucks and buses under the
brands Mercedes-Benz, Freightliner, Western Star, FUSO, BharatBenz, Setra and Thomas Built Buses. Flagship
products of the Group include the Mercedes-Benz Actros, Freightliner Cascadia and the FUSO Canter, which
represent some of the most popular trucks on the road worldwide. Alongside the sale of vehicles and related
components and services, the Group also provides tailored financial services to support the purchase and use of
its trucks and buses.
As of September 30, 2021, the Group had a total of 101,550 employees (headcount) and more than 40
production facilities located in North America, the EU30, Asia and Latin America. The Group has a presence
in most countries around the world and leading market positions in key regions, including North America, the
EU30, Japan and Brazil. The Group’s headquarters are in Leinfelden-Echterdingen, Germany and it has
significant production operations in Brazil, France, Germany, India, Japan, Mexico, Turkey and the United
States. In China, the Group owns a 50% stake in BFDA, a joint venture with Chinese partner Foton, which
produces trucks under the Auman brand.
The Group’s truck product range includes light-, medium- and heavy-duty trucks for long-distance, distribution
and construction-site haulage, special vehicles that are used mainly in municipal applications as well as
industrial engines. Trucks account for the large majority of the Group’s total unit sales and revenue. The
Group’s bus product range comprises city and inter-city buses, touring coaches and bus chassis.
Alongside the sale of new and used commercial vehicles, the Group also offers a range of aftersales services
that constitute a significant source of revenue. For both trucks and buses, the Group has a global network of
service points which perform maintenance and repair services and sell spare parts. To complement its
traditional service offering, the Group also increasingly provides digital services such as preventative
maintenance alerts via remote diagnostic tools and fleet management. As many of the Group’s latest trucks and
buses are wirelessly connected to mobile networks, the Group is able to offer a growing a number of
connectivity solutions under brand names including Detroit Connect, Fuso Connect, Mercedes-Benz Uptime,
Fleetboard and others.
In addition to its vehicles with conventional internal combustion engine-driven powertrains, the Group offers an
increasing number of battery-electric vehicles in series production, which began with the Fuso eCanter in 2017,
and is developing fuel-cell electric vehicles, along with related charging and intelligent infrastructure. The
Group is fully committed to the Paris Agreement and to supporting a carbon-neutral economy by 2050. By
2039, the Group aims to offer only new vehicles in Europe, North America and Japan that are CO2 neutral in
driving operation (tank-to-wheel). To achieve this, the Group already has a range of battery-electric commercial
vehicles on the road, including the Freightliner eCascadia and eM2, the Mercedes-Benz eActros and the FUSO
eCanter. The Group believes that demand for both BEVs and FCEVs will increase significantly due to the
global trend towards ZEVs and the broad range of use cases in the commercial transportation industry. To this
end, Daimler Truck AG recently established a joint venture with Volvo to develop, manufacture and market
fuel cell systems for heavy-duty commercial vehicle applications and other areas of application and it also has a
number of further strategic partnerships centered on battery-electric and hydrogen supply and charging.
Furthermore, the Group offers e-mobility consulting services to assist its customers with the transition to ZEVs.
The Group’s activities are divided into five reporting segments: Mercedes-Benz (“MB”), Trucks North America
(“TN”), Trucks Asia (“TA”), Daimler Buses (“DB”) and Financial Services (“Financial Services”, or the
“Financial Services Business”). MB, TN, TA and DB are collectively referred to as the “Automotive
Segments.” The Automotive Segments engage in the production and sale of trucks, buses, engines and related
services and have divisions which produce and market brand-specific products. In addition, other business
activities and investments, in particular in the area of autonomous driving, as well as functions and services
provided by the Group’s headquarters and other Group companies not allocated to the segments and projects
managed by headquarters are recorded under reconciliation (“Reconciliation” and, together with the
Automotive Segments, the “Industrial Business”). In 2021, Volvo and Daimler Truck AG entered into a
50–50 joint venture called cellcentric GmbH & Co. KG (“cellcentric”) for the development, manufacture and
marketing of hydrogen fuel cells and systems, which is also included in Reconciliation. The Financial Services
Business supports the sales of the Group’s truck and bus brands with tailored financial services that include
leasing and financing packages, as well as insurance and rental solutions purchased by the Group’s customers,
and plans to offer fleet management and integrated service offerings to the Group’s customers. In 2020, prior to
Reconciliation adjustments, the Automotive Segments generated revenue of EUR 36,654 million (or 96.8% of
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total Group revenue pre-Reconciliation) and the Financial Services Business generated revenue of
EUR 1,207 million (or 3.2% of total Group revenue pre-Reconciliation).
In 2020, the Group sold 378,290 total units (2019: 521,545), generating revenue of EUR 36,013 million
(2019: EUR 46,244 million), an Adj. EBIT (Industrial Business) of EUR 655 million
(2019: EUR 2,600 million) and Adj. RoS (Industrial Business) of 1.9% (2019: 5.8%). The Group’s most
important sales markets in 2020 on a unit sales basis were North America with 37.4% (2019: 39.5%), Asia with
18.6% (2019: 20.9%) and the EU30 with 17.4% (2019: 17.0%). On a total revenue basis, the Group’s most
important markets in 2020 were also North America with 38.1% (2019: 41.6%), Europe with 31.2%
(2019: 28.4%) and Asia with 16.4% (2019: 15.1%).
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As part of its active portfolio management, the Group has already evaluated approximately 50 business units in
order to form a clear picture of their financial and strategic performance. The Group aims to implement
business improvement plans for critical businesses, engage in frequent performance reviews, and make difficult
decisions necessary to improve performance. The Group is accelerating its portfolio optimization, having
already exited its MDT business in Mexico, announced the sale of its manufacturing of Sprinter minibuses and
ceased selling the Fuso Canter in the United States.
In addition to its disciplined approach to capital allocation and cost reduction as described above, the Group
considers that the strategic partnerships which it has entered into in connection with its key technologies to be
measures allowing for accelerated innovation at reduced cost, which is expected to drive financial performance
and create value for shareholders.
The Group’s ambition is to leverage the foregoing measures, taken together with the drivers and factors in the
other Investment Highlights described below, to achieve an Adj. RoS at its Industrial Business of more than
10% assuming “sunny” market conditions, an Adj. RoS of 8–9% assuming “cloudy” market conditions and an
Adj. RoS of 6–7% assuming “rainy” market conditions, by 2025. The Group’s ambition is to achieve an Adj.
CCR of 0.8 to 1.0x at its Industrial Business by 2025.
MB
In 2020, 2019 and 2018 and the nine months ended September 30, 2021, MB sold 117,800, 144,806, 148,807
and 101,944 (September 30, 2020: 75,511) vehicles, respectively, MB’s pre-Reconciliation revenue was
EUR 13,790 million, EUR 16,806 million, EUR 16,724 million, and EUR 11,788 million, respectively, its Adj.
EBIT was EUR (232) million, EUR 72 million, EUR 524 million and EUR 534 million, respectively; and its
Adj. RoS was (1.7)%, 0.4%, 3.1% and 4.5%, respectively. MB has implemented an aggressive turnaround plan
centered around improving profitability by reducing fixed costs and pushing up Contribution Margin, growing
its service offering, and improving customer satisfaction.
Concrete measures include reducing personnel and non-personnel costs, including through an ongoing
personnel cost reduction of EUR 280 million (including a reduction in management positions) by 2023
compared to 2019, with 50% of net savings expected to be delivered by the end of 2021, and pursuing a non-
personnel cost reduction of EUR 200 million by 2023 compared to 2019, with approximately 50% of net
savings expected to be delivered by the end of 2021, driven by a cost and revenue program, with rigorous cost
center controlling and budgets planned from base zero, implemented to ensure improvement on all Contribution
Margin levers. These levers relate to portfolio improvements, which include a reduction of the number of base
vehicle models with low volumes from 140 to 100 and of the volume of purchased parts by approximately
15%, material-related measures, such as focusing on commonalities and growing the number of shared parts
used globally (MB has already reduced variable costs by approximately EUR 200 million compared to 2019
through these two material-related steps), achieving higher product quality, pricing improvements, which
include pursuing profitable segments as opposed to market share, and focusing on optional extras with added
value for customers and high contribution margins. The Group has already implemented used-truck-related
measures, such as reducing the stock of used trucks by more than 50% compared to 2019 and by implementing
more restrictive buyback policies, leading to an improved EBIT contribution of EUR 100 million compared to
2019.
In addition, MB intends to expand its parts business, customer contracts and new e-mobility and digital services
(including integrated offers and bundling) by expanding its own retail network to approximately 50 own retail
and service locations by 2025, improving processes for parts delivery, offering new digital platforms, and
developing new services customized for its ZEVs designed to, e.g., increase uptime and mapping; and increase
management focus on customer satisfaction by adopting a formal customer satisfaction strategy, increasing
management meetings with customers to better assess customer expectations, re-organizing sales and marketing
to strengthen regional sales units, and adopting measures to better act on customer feedback at the retail level.
The Group has already made progress in 2021, achieving break-even in Brazil.
The Group believes that the cost and Contribution Margin plans described above are largely independent of
truck market conditions. MB’s ambition is to achieve an Adj. RoS of 10% by 2025, assuming “sunny” market
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conditions, an Adj. RoS of 8–9% assuming “cloudy” market conditions and an Adj. RoS of 5–7% assuming
“rainy” market conditions. In the “sunny” scenario, MB believes the personnel and non-personnel cost
reductions will contribute four percentage points of its 10% Adj. RoS ambition, the Contribution Margin
measures will contribute three percentage points and the growth in aftersales and other services will contribute
one percentage point.
TN
In 2020, 2019 and 2018 and the nine months ended September 30, 2021, TN sold 139,479, 203,965, 192,515
and 114,530 (September 30, 2020: 97,421) vehicles, respectively, TN’s pre-Reconciliation revenue was
EUR 13,847 million, EUR 19,370 million, EUR 17,080 million and EUR 11,185 million, respectively, its Adj.
EBIT was EUR 1,015 million. EUR 2,237 million, EUR 1,821 million and EUR 1,205 million, respectively,
and its Adj. RoS was 7.3%, 11.5%, 10.7% and 10.8%, respectively. TN attributes its success to a strong
customer focus, with industry-leading resale values, truck designs based on customer needs and unparalleled
customer service. The Group’s ambition is for TN to grow its margins further through a relentless focus on
profitability by maintaining strict cost discipline; focusing on vehicle cost reductions while maintaining a
highly flexible production network; enhancing operational efficiencies; and imposing stringent fixed overhead
controls. The Group believes that these cost and efficiency plans, which it believes will help it achieve an 8%
reduction in fixed costs by 2025 compared to 2019, are largely independent of truck market conditions.
TN’s ambitions further include continuing to invest in its core product group, heavy-duty trucks, while
capturing growth in vocational vehicles, a smaller but more profitable market segment where it is releasing
three new vehicles between 2020 and 2022 and plans to invest USD 1,945 million between 2021 and 2023;
growing its dealer network by 30 locations and 500 bays in the next 18 months; further developing its
aftersales and other services (including connected vehicle services, an area in which TN operates a center of
excellence and has progressed through its partnership with Platform Science, a developer of a leading platform
for on-vehicle mobile applications offering advanced fleet management solutions, as well as e-consulting and
other innovative, data-driven business models and services); and driving the conversion to ZEV and
autonomous vehicles. TN’s ambition is to achieve an Adj. RoS of 12% by 2025 assuming “sunny” market
conditions, an Adj. RoS of 9–10% assuming “cloudy” market conditions and an Adj. RoS of 7–8% assuming
“rainy” market conditions.
TA
In 2020, 2019 and 2018 and the nine months ended September 30, 2021, TA sold 110,205, 152,805, 188,860
and 102,953 (September 30, 2020: 78,661) vehicles, respectively, TA’s pre-Reconciliation revenue was
EUR 5,579 million, EUR 6,638 million, EUR 6,744 million, and EUR 4,355 million, respectively, its Adj.
EBIT was EUR 37 million, EUR 154 million, EUR 328 million and EUR 316 million, respectively, and its Adj.
RoS was 0.7%, 2.3%, 4.9% and 7.2%, respectively. TA is pursuing a multi-pronged approach to increasing its
profitability, including strengthening FUSO’s market position and optimizing its cost structure through price
and mix improvements; achieving higher levels of variable cost efficiency; offsetting technical cost increases;
reviewing its sales and production footprints; expanding the insourcing of its profitable service business;
reducing its fixed and variable costs and reducing indirect labor costs (in particular in its Fuso operations) by
10% compared to 2019, and aiming for downstream profits (i.e., profits from all businesses other than new
vehicles, such as parts and services and insurance sales) to cover 100% of fixed costs by 2025. The Group
believes that the cost and optimization plans described above are largely independent of truck market
conditions. TA further intends to pursue attractive growth opportunities in India, where its market share for
trucks over 9 tons increased from 5.8% in 2019 to 9.1% in 2020 (source: Company Internal Analysis) and
where TA’s ambition is to achieve double-digit volume growth by 2025, by leveraging its renowned Bharat-
Benz brand and technology leadership, and to utilize India as a production location with exports to emerging
markets and for common components used in other markets as well as a location for indirect functions within
the larger Group currently carried out elsewhere.
TA also plans to deepen its position in China, the world’s largest HDT market (source: Company Internal
Analysis), by leveraging its joint venture with Foton (one of the largest truck manufacturers in China
(source: IHS Markit)) with its powerful production capacity and deep dealer network and with an ambition to
substantially increase its market share in the Chinese advanced truck segment from approximately 2% in 2020
(source: Company Internal Analysis) to approximately 20% in 2030 by capitalizing on higher emissions and
safety standards and where a key initiative is to produce 60,000 units per annum of Mercedes Benz HDTs; and
to capitalize on its first mover advantage in e-mobility in Japan, with its popular e-Canter light-duty truck (with
a leading TCO in the market, according to Company Internal Analysis), to switch to electric LDTs in its core
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markets by 2030 by developing its integrated e-mobility ecosystem. TA’s ambition is to achieve an Adj. RoS of
9% by 2025 assuming “sunny” market conditions, an Adj. RoS of 7-8% assuming “cloudy” market conditions
and an Adj. RoS of 5-6% assuming “rainy” market conditions.
DB
In 2020, 2019 and 2018 and the nine months ended September 30, 2021, DB sold 18,932, 29,763, 28,133 and
12,669 (September 30, 2020: 12,480) vehicles, respectively, DB’s pre-Reconciliation revenue was
EUR 3,438 million, EUR 4,644 million, EUR 4,383 million, and EUR 2,043 million, respectively, its Adj.
EBIT was EUR 67 million, EUR 284 million, EUR 295 million and EUR (53) million, respectively, and its
Adj. RoS was 1.9%, 6.1%, 6.7% and (2.6)%, respectively. The Group’s aspiration is for DB to return to
profitability levels reflecting its market leading position by growing sales of its coach models as the high-
margin coach market recovers from the Covid-19 pandemic in the medium-term. The Group believes that DB
can leverage the high degree of commonality between the Group’s trucks and buses, including purchasing
common components and sharing powertrain platforms, new technologies, customer service and parts
procurement, plants and general and administrative cost functions and through Financial Services.
DB plans to re-enter the North American market with a product offering specifically designed for US
customers, with an ambition to substantially increase its market share in the North American private
motorcoach market from approximately 2% in 2019 (source: American Bus Association) to approximately
15–20% in 2025 by responding to US customer demands for Mercedes-Benz branding, improved safety and
comfort, dedicated engine types and direct sales and by leveraging TN synergies to offer best-in-class supply
chains and service networks. DB intends to: continue its push into ZEV by building on its established eCitaro
market presence (with a commitment to go fully electric in the city segment by around 2030 while rolling out
other e-mobility technologies in the meantime, including battery-electric offerings in the interurban and coach
segments by about 2025 and 2030, respectively); expand its service offering to encompass more digital, electric
and financial services such as its ecommerce business and charging infrastructure; and reduce fixed costs by
EUR 300 million by 2025 through personnel reductions, maximizing efficiencies from its global production
footprint, and streamlining its portfolio and geographic presence. The Group believes that the cost and
efficiency plans described above are largely independent of truck market conditions. DB’s ambition is to
achieve an Adj. RoS of 7.5% by 2025 assuming “sunny” market conditions, an Adj. RoS of 4-6% assuming
“cloudy” market conditions and an Adj. RoS of 2-4% assuming “rainy” market conditions.
FS
Financial Services’ pre-Reconciliation revenue was EUR 1,207 million, EUR 1,391 million, EUR 1,200 million
and EUR 858 million in 2020, 2019 and 2018 and the nine months ended September 30, 2021, respectively, its
total equity was EUR 1,338 million, EUR 1,637 million, EUR 1,468 million and EUR 1,713 million as of
December 31, 2020, 2019, 2018 and September 30, 2021, respectively, and its Adj. RoE was 0.1%, 12.4%,
13.8% and 10.4%, respectively. The Adj. RoE for the nine month period ended September 30, 2021, was
calculated based on an annualized Adj. EBIT and an quarterly average equity. The quarterly average equity is
defined as the average of the quarterly average equity for each period. As the Financial Services Business is
still in the process of being transferred to the Group from Daimler AG, its financial results described above
only represent the portion attributable to those businesses that will have been transferred to the Group up until
completion of the Phase 1 Transactions. The Phase 2 Transactions, whereby the remaining financial services
businesses will be transferred to or will otherwise become part of the Group, will occur in a second wave in
2022. When accounting for the Phase 1 Transactions and the Phase 2 Transactions, the Group estimates that the
total portfolio of the Financial Services segment will comprise approximately EUR 21 billion by the end of
2022 with an overall global penetration rate of 25%. A third wave involving the ramp-up of markets where new
portfolios for the Financial Services segment are intended to be established, including in France, Germany and
other new markets, is (following initial build-up steps in 2022) planned to occur through 2023 and beyond.
The Group believes that Financial Services has a strong foundation for future portfolio growth, with a high-
quality portfolio comprised primarily of excellent and very good quality loans and low expected credit losses
and a clear and proven risk management model based on more than 40 years of successful operations. Financial
Services’ well-balanced funding mix with a conservative capital structure supported by a strong equity ratio and
a focus on operational excellence should enable it to continue supporting vehicle sales while playing a crucial
role in the Group’s service revenue expansion. The Group’s ambition is for Financial Services’ role as a key
enabler of the Group’s planned services growth to position it for further penetration and geographic expansion
of its traditional products as well as the introduction of an array of new financial services, such as fleet and
rental management, infrastructure solutions, telematics and dynamic insurance, thereby growing its sales
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volume and contributing to the Group’s revenue and profitability growth. The Group believes that the staggered
portfolio transfer, which is expected to take place in three waves up into 2023, will help it to ensure operational
excellence by enabling it to focus on cost optimization from “Day One” following the Spin-off. The Group
plans to invest approximately EUR 500 million into ramping up Financial Services by 2025 after which it
intends for Financial Services’ growth to be self-funded. Financial Services’ ambition is to achieve an Adj.
RoE of 14% assuming “sunny” market conditions and after full ramp-up, an Adj. RoE of 10–12% assuming
“cloudy” market conditions and an Adj. RoE of 6-8% assuming “rainy” market conditions. The Group expects
that Financial Services will pay dividends in excess of a 30% net payout ratio to the Industrial Business in a
steady-state scenario.
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10.2.4 Accelerating Technology Leadership and Strategic Partnerships in Key Technologies
The Group has a wide range of ongoing technology initiatives in various R&D hubs throughout its network
which it intends to deploy across its global network, subject to regional variations in demand and compliance
with regulatory requirements.
At present, the majority of the Group’s products are powered by diesel engines, but the Group is committed to
leading the way to zero emissions. It has set a technological path for the transition from internal combustion
engines (“ICE”) vehicles to zero-emission vehicles (“ZEV”) within the next 10-20 years. The Group believes
that it can leverage its technology leadership, including its global R&D teams and engineering capabilities,
proprietary technology and existing infrastructure to accelerate the transition to ZEV and position itself at the
forefront of the development of successful alternative drivetrains. Just as the Group’s scale and global
commonality of base technology and production formed the basis for the Group’s success in ICE vehicles, the
Group considers that these attributes will be a critical advantage in the race to lead the ZEV transition.
The Group is pursuing a dual strategy for ZEV by investing in the development of both battery electric vehicles
(“BEV”) and fuel-cell electric vehicles (“FCEV”), which rely on different propulsion systems, because it
believes that a CO2 neutral society will require both the electric grid (which powers BEV) and hydrogen
infrastructure (which powers FCEV). Although BEV are more energy efficient than FCEV, FCEV have
advantages over BEV at long distances and in refueling speed, which are key aspects in trucking. To achieve
CO2 neutral transport on the world’s roads by 2050, the Group already offers series-produced BEV in its main
sales regions in Europe, the United States and Japan. The Group has already partially released series production
ZEV versions of its popular trucks, the eActros, eCascadia and eCanter, and its eCitaro bus, and is currently
developing a dedicated electric vehicle platform. In the second half of the current decade, the Group aims at
augmenting its vehicle portfolio with series-produced FCEV. By 2039, the Group aims to offer only new
vehicles in Europe, North America and Japan that are CO2 neutral in driving operation (tank-to-wheel).
The Group has put in place a business roadmap by which it aims to ensure that the transition to ZEV results in
improved financial performance, opens up new revenue models for services and ultimately increases customer
loyalty. To ensure the economic viability of ZEVs, the Group is relentlessly focused on profitability and cash
flow generation. Maintaining this financial discipline during its transition requires the Group to reduce the
amounts it spends on developing ICE technologies, which it plans to eventually phase out, in order to devote
more resources to ZEV development. By 2025 the Group plans to focus the majority of its R&D spending on
ZEV. For example, TN has plans to invest USD 375 million in BEVs between 2021 and 2023. The Group aims
to develop cost efficient ZEVs tailored to customer needs. TCO parity between ZEV and ICE vehicles is widely
regarded as the tipping point for customers to switch from ICE vehicles to ZEV, and anticipates it will be
reached for BEV by 2025 and FCEV by 2027. The Group’s ultimate goal is to establish TCO leadership in the
new ZEV era.
To accelerate the development of certain of the key technological initiatives, including the development of
ZEV, gain access to critical technology and share the associated development and deployment costs, the Group
has taken the bold step of entering into a number of joint ventures and strategic partnerships to effectively
allocate resources while fostering innovation.
In August 2021, the Group signed a framework agreement with U.S. engine manufacturer Cummins
establishing a cooperation on medium-duty vehicle engine manufacturing pursuant to which Cummins is to
provide global medium-duty vehicle engines and the Group disinvests completely from medium-duty ICE
development. The partnership is part of the Group’s strategy to actively manage its ramp-down of ICE
technology and significantly reduce its R&D spending on ICE technology.
The Group has also entered into a number of joint ventures and strategic partnerships for the development of
ZEV technology. With respect to BEV, this includes an agreement with CATL for the global supply of ultra-
long cycle life, fast-charging lithium-ion battery packs for long-haul battery-electric trucks starting in 2024.
With respect to FCEV, these include the cellcentric joint venture with Volvo to drive forward the series-ready
development, production and marketing of fuel cell systems for use in heavy-duty commercial vehicles and
other fields of application and hydrogen refueling infrastructure and technology partnerships with BP,
TotalEnergies, Shell and Linde.
Charging infrastructure will be critical to widespread ZEV adoption. To drive forward the development and
build-out of high power charging networks for trucks, the Group is partnering with Power Electronics to offer a
full line of commercial vehicle charging hardware in North America. In Europe, the Group has entered into
partnerships with Volvo and TRATON (as of the date of this Prospectus via non-binding agreement) to install
and operate a high performance, high speed charging network for battery-electric heavy-duty long-haul trucks
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and coaches and with Siemens, ENGIE and EVBox to offer a comprehensive e-mobility ecosystem to the
Group’s customers.
The Group may enter into further strategic partnerships and pursue potential business acquisitions in the future.
For example, it is actively seeking OEM partners to defray the future development costs of heavy-duty engines
and the expected Euro VII emission standards. In addition to development synergies and cost saving advantages
of the Group’s strategic partnerships, the Group considers these arrangements to be compelling evidence of its
changing culture and its openness to new strategies for positioning the Group at the forefront of the ongoing
industry transformation.
In addition to ZEV technology, the Group believes that its vehicles’ operating system (“OS”) and
accompanying software architecture will be increasingly decisive purchasing factors in the market for
commercial vehicles. Technologies such as over-the-air (“OTA”) connectivity and autonomous driving can
extend uptime and make workshop visits more efficient, enhance safety, increase asset utilization, and help
integrate vehicle data into a customer’s enterprise management in real time. The Group sees major upsides in
developing best-in-class digital services, tailored to offer seamless enterprise-to-enterprise integration, as they
offer the opportunity to strengthen customer loyalty, open additional revenue streams and deliver further
valuable data-driven insights to the Group.
The Group therefore allocates significant resources to the development of software architecture as a platform
for its next generation vehicle and service offerings. The Group has in-house development teams, including
more than 600 engineers in its Bangalore innovation hub, working on the core elements of its operating system,
with the goal of reducing the number of physical computing units in the vehicle and delinking software cycles
to reduce complexity and catalyze innovation. The Group plans to transition from its current hardware-centric
approach to its vehicles’ OS to a software-based approach by 2027. The Group is currently developing its first
100% connected, OTA-enabled operating system to be ready for next generation human-machine interface,
predictive intelligence and safety systems, compatible with BEV, FCEV and autonomous driving technology,
with a planned initial release date of 2023. The Group targets further major operating system releases in the
coming years. The Group considers one of the key benefits of developing its truck operating system and
applications in-house to be the greater degree of control it can exercise over their development and
customization for its customers.
Future connectivity solutions include B2B solutions such as advanced services for fleet managers, dispatchers
and drivers; autonomous driving services and e-mobility services; connectivity foundation solutions such as
platform health monitoring, data application programming interface (API), OTA software updates and device
management; and vehicle architecture and telematics solutions, such as real-time speed, fuel, weight and GPS
data and acting as a central provider for telemetry data. The Group aims for its connectivity solutions to form
the backbone of its future service offering, which is expected to represent a growing share of Group revenue
going forward. See “10.2.5 Rapidly Growing Service Offering” for more detail.
The Group believes that the development of autonomous driving technology represents a significant
commercial opportunity which will in large part determine the future of the trucking industry. Given the size of
this opportunity, the Group is developing completely new business models and is working with two strong
partners as part of a dual-track strategy to offer customers the best possible integrated fully automated SAE
Level 4 solutions, a standard promulgated by the Society of Automotive Engineers. The Group is investing in
both its own in-house research and development effort on autonomous driving via its majority-owned
subsidiary Torc, which focuses on developing its own SAE Level 4 solution for use between two logistics
centers (for hub-to-hub operation) as well as its partnership with Waymo which focuses on the development of
autonomous driving technology.
SAE Level 4 would eliminate the need for drivers and, as such, would have the potential to increase road
safety, address chronic driver shortages in major markets such as North America, significantly decrease TCO
and maximize asset utilization of the truck itself. The Group is also developing a SAE Level 4-capable chassis.
As a result of the Waymo and Torc initiatives, TN has become a global center of excellence in the development
of autonomous driving technology and the emerging virtual driver business model which it intends to share
with the rest of the Group. The Group believes that the advent of autonomous driving technology will give rise
to numerous new opportunities including aftersales services developed for autonomous trucking customers and
data-as-a-service.
The Group expects that its global technology leadership, in particular the wide array of ambitious initiatives it
has underway to develop and commercialize ZEV and the entire e-mobility ecosystem, to ramp up connectivity
solutions to vastly expand its service offering, and to bring truly autonomous driving to the global trucking
industry, will contribute to significantly improved financial performance. In particular, the Group believes that
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its technology, which it expects will produce a competitive TCO and generate new revenue models for margin-
enhancing, tech-enabled services, will drive its revenues and profitability in the coming transformation.
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10.2.6 Focusing on Culture and Leadership
As a newly independent company, the Group is determined to ensure its management team is fully aligned with
shareholder interests and willing to make the hard decisions that are necessary to drive financial performance
and create value for shareholders. Examples of the cultural change currently taking place across the Group
include the decision to enter into strategic partnerships with competitors and other third parties in order to
accelerate the industry’s technology transformation and share the significant costs , the planned shift in the
Group’s focus from truck and bus sales to becoming a provider of advanced services and the generational
changes in the Management Board as new leadership moves in to help the Group unlock its potential.
The Group’s cultural shift is also exemplified by its commitment to fostering a performance culture with a
focus on developing talent and strengthening entrepreneurship across the Group. This includes establishing
stronger direct accountability of segment leaders for the performance of their respective segments, gearing its
Management Board incentive structure to create shareholder value (with one-third of remuneration in the form
of base salary and two-thirds tied to the achievement of performance-based and Environmental, Social and
Governance (“ESG”) goals), and otherwise affirming its commitment to ESG principles. The Group is targeting
regional profit benchmarks, focusing on the highest return products and systematically lowering fixed and
variable costs in order to enhance profitability. Most importantly, it is committed to ensuring that all regions
and segments deliver on their targets.
The Group also believes that its long-term success is bound to its commitment to pursue a comprehensive,
sustainable business strategy. By doing so, the Group seeks to generate economic, environmental and social
value for all its stakeholders: customers, employees, investors, business partners, and society as a whole. The
Group’s ESG principles are deeply embedded in all aspects of its strategy. See also “10.15 Sustainability.”
Mercedes-Benz
Originally operating as an independent company, Daimler-Motoren-Gesellschaft, founded by Gottlieb Daimler,
launched the world’s first truck in 1896 and the world’s first motorized bus series in 1898. Daimler-Motoren-
Gesellschaft trademarked the brand name “Mercedes” in 1902 and the signature Mercedes star in 1909. Its first
diesel-powered trucks were built in 1923. In 1925, commercial vehicle manufacturer Benz & Cie, founded by
Carl Benz, launched its first bus series based on a bus-specific chassis specifically designed for passengers. In
1926, Daimler Motoren-Gesellschaft merged with Benz & Cie to form Daimler Benz AG in 1926 and the first
trucks and buses bearing the new Mercedes-Benz brand were introduced. To this day, the Mercedes-Benz Star
and brand continues to stand for modern, powerful trucks and buses. In 1932, the Mercedes-Benz model
L 2000 was the world’s first light-duty truck with a diesel engine and helped strengthen the company’s position
in the truck market. In the late 1930s until the end of the Second World War, the company focused on truck
production. The company rebuilt in the late 1940s and began to expand its commercial vehicle portfolio. In
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1951, Mercedes-Benz introduced its forerunner to the modern-day bus with rear-mounted engine and front-
wheel steering.
By the mid-1960s, Mercedes-Benz was developing modern cab-over-engine long-haul trucks. Beginning in
1965, Mercedes-Benz shifted truck production from Gaggenau to a state-of-the-art plant in Wörth, Germany,
where the Company still maintains significant production capacity today. By the early 1990s, Mercedes-Benz
was launching coach buses for the luxury segment. In 1993, the company began a strategic partnership with
Detroit Diesel Corporation (“Detroit Diesel”) to develop diesel engines for trucks and buses, eventually
acquiring the company. In 1996, the completely new Actros heavy-duty truck was introduced, featuring a broad
range of innovations. The Actros initiated a generation change in the Mercedes-Benz truck business and paved
the way for the following decades. The medium-duty Atego truck was introduced in 1998. Today, names with
an international ring, such as Actros, Atego, Arocs, Citaro, Econic and Unimog represent the comprehensive
model range of Mercedes-Benz trucks and buses.
Freightliner
Freightliner Corporation was founded in 1942 with owner Leland James’s idea to build truck components with
lightweight aluminum rather than traditional steel. Freightliner was originally a subsidiary of James’s
Consolidated Freightways based in Portland, Oregon. In the 1950s, Freightliner introduced its first
transcontinental cab-over sleeper and overhead sleep models for long-haul applications. In the 1970s,
Freightliner began shifting to the manufacture of conventional cab trucks where the driver is seated behind the
engine, expanding its production footprint in North Carolina. In 1981, Daimler-Benz AG purchased Freightliner
Corporation. The sales of Freightliner increased significantly during the following decade, making it a leader in
the North American heavy-duty truck market. In the 1990s, Freightliner acquired several companies to expand
its product line to include complementary products such as firefighting and emergency vehicles and school
buses, including Thomas Built Buses in 1998. In 2008, Freightliner LLC became Daimler Trucks North
America LLC, reflecting its role as an integrated part of the Group’s global operations. To this date, it remains
a leading commercial vehicle and diesel engine and components manufacturer in North America.
Western Star
Western Star was founded in 1967 in Cleveland, Ohio and produced its vehicles in Canada, with a focus on
heavy-duty vocations such as logging and mining. Originally a part of White Motor Company, the 1980s saw
Western Star continue to grow, supported by its reputation for commitment to innovation and quality. Major
product developments like cabs with increased headroom and improved driver visibility helped set Western Star
apart from the competition. Additionally, the development of a state-of-the-art, wrap-around dashboard caught
the eyes of new customers, including highway tractor drivers. At the conclusion of the 1990s, Western Star had
established itself as a premier vocational and over-the-road heavy truck manufacturer, thanks in large part to
revolutionary product innovations like the Star Light Sleeper. In 2000, Daimler Trucks North America acquired
the company along with Detroit Diesel, which produced several engines for Western Star’s models. In 2002,
Western Star production was moved to a new, state-of-the-art plant in Portland, Oregon where it continues to
produce its custom heavy-duty vehicles.
FUSO
The brand name FUSO was originally used in 1932 in connection with the first bus from Mitsubishi Heavy
Industries. On occasion of the delivery, “FUSO” was chosen from among the suggested nicknames for the
vehicle. Fusō is the Japanese pronunciation of the Chinese word Fusang, an old name for Japan. In the
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following years, Mitsubishi Heavy Industries quickly expanded into the manufacture of a wide range of trucks
and buses. In 1941, Mitsubishi Heavy Industries established its production plant in Kawasaki, Japan, where
FUSO vehicles continue to be produced. In 1955, FUSO launched Japan’s first genuine heavy-duty truck, the
T33, and in 1963 the iconic T720 “Canter” light-duty cab-over truck was introduced. The Canter remains
FUSO’s best-selling offering and is in its ninth generation, powering the brand to strong market positions in
Japan and greater Asia. In 1970, FUSO entered the Indonesian market, which remains one of its largest markets
to date. Over the decades, the entities behind the FUSO brand underwent a number of corporate mergers and
reorganizations, and in 1970 Mitsubishi Motors Corporation was founded. Mitsubishi Fuso Truck and Bus
Corporation (“MFTBC”), the current operating company of the FUSO brand, was established as a spinoff of
Mitsubishi Motors Corporation’s Truck and Bus Division in 2003. The initial shareholders in MFTBC were
Mitsubishi Motors, DaimlerChrysler and other Mitsubishi group companies. Since 2011, Daimler has held
approximately 89% of the shares in MFTBC, with various Mitsubishi Group companies holding the remaining
shares.
Setra
Setra traces its roots back to the turn of the 20th century when Karl Kässbohrer introduced his first horse-drawn
coach for use in sightseeing tours. In 1910, the Kässbohrer company produced its first motorized public bus for
use in Ulm, Germany, where the company was based. Over the next decades, the company expanded its
production of bus and other vehicle chassis and became an important manufacturer, in particular for coach bus
bodies. The brand name Setra was chosen by the Kässbohrer company in 1951 and comes from the German
word “selbsttragend”, meaning self-supporting in reference to the company’s chassis technology. This
construction principle, dating from the early 1950s, brought about a revolution in bus construction in Germany
and throughout Europe. Launched at the IAA show of 1951, the Setra S 8 was the first bus to feature a self-
supporting body, rear-mounted engine and direct rear-axle drive. In the decades that followed the introduction
of the first Setra S 8, the Ulm company launched numerous innovative bus and coach model series. In 1995,
Mercedes-Benz merged its bus product line with Kässbohrer’s Setra bus line, with each continuing to be
marketed individually. Since the merger, the Setra brand has continued to produce a range of coach, intercity
and city buses for customers internationally.
BharatBenz
Daimler commercial vehicles have been marketed in India since the 1950s, however, in 2009, Daimler
established a wholly-owned subsidiary, Daimler India Commercial Vehicles Private Limited (“DICV”), with a
vision to help transform the Indian commercial vehicles industry. At the outset, DICV spent significant time in
understanding what the Indian trucking community wanted, with meticulous research capturing on road-load
data. In 2011, DICV unveiled the BharatBenz brand and introduced in 2012 its first BharatBenz products
tailored specifically to the Indian market. The name “Bharat” was chosen as it means “India” in a number of
Indian languages and is intended to communicate the Group’s commitment to the Indian market. BharatBenz
has sought to distinguish itself by emphasizing the total cost of ownership (“TCO”), safety and comfort
advantages that its products offer. In the past decade, the BharatBenz portfolio has rapidly expanded to include
trucks from medium to heavy-duty applications along with buses for commercial, staff and school use.
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duty trucks are often used for regional line hauling and retail applications. Heavy and extra heavy-duty trucks
can be used for long-haul (sometimes also called on-highway), heavy distribution applications, rough road or
off-road applications. Certain divisions also develop and produce industrial engines for a variety of machines,
including excavators, cranes, power generators, garden-tractors and forklifts.
The Group produces buses for city applications, intercity for regional commuting and coach for long-distance
travel and touring. Alongside complete vehicles, the Group sells bus and truck chassis to third-party body
manufacturers along with diesel engines. Customer preferences, regional infrastructure and market conditions
vary across regions such that the Group’s products are generally tailored to regional requirements. Unlike a
passenger car, commercial trucks and buses are often custom-ordered to a customer’s specifications. Many of
the Group’s products are also sold to third-party specialist finishers which further modify the Group’s products
for specific applications, such as municipal services (e.g., fire trucks).
The Group has expertise in the manufacture of conventional, internal combustion-driven commercial vehicles
as well as strong competencies in alternative, next-generation BEV and FCEV drivetrains. At present, the
majority of the Group’s products are powered by diesel engines. In order to achieve CO2 neutral transport on
the world’s roads by 2050, the Group has already introduced series-produced BEV in its main sales regions in
Europe, the United States and Japan. In the second half of the decade, the Group aims to augment its vehicle
portfolio with series-produced FCEV that run on hydrogen. The Group also aims to offer only new vehicles in
Europe, North America and Japan that are CO2 neutral in driving operation (tank-to-wheel) by 2039. The
Group has partnered with U.S. engine manufacturer Cummins on the further development of medium-duty ICE
as part of its strategy to actively manage its ramp-down of ICE technology and significantly reduce its R&D
spending on ICE technology. The Group also believes that further development of autonomous driving
technology represents a significant commercial opportunity which will in large part determine the future of the
trucking industry. Given the size of this opportunity, the Group is pursuing a dual-track strategy of investing in
both its partnership with Waymo, which focuses on the development of autonomous driving technology, and its
own in-house research on autonomous driving via its majority-owned subsidiary Torc.
Alongside the sale of commercial vehicles, the Group’s Service Share of Revenue in 2019 was approximately
30%. For both trucks and buses, the Group has a global network of service points which perform maintenance
and repair services along with 24-hour roadside assistance services. These services are provided by the Group
either via service contract or on an ad-hoc, per-repair basis. The Group also sells spare parts for its vehicles,
both via its service points and through the Group’s various in-store and online distribution portals. Spare parts
from the Group are either produced in-house, including using 3D-printing technology, or are manufactured by
the Group’s suppliers. To complement its traditional service offering, the Group also offers digital services such
as preventative maintenance alerts via its remote diagnostic tools and fleet management. As the Group’s latest
trucks and buses are wirelessly connected to mobile networks using OTA enabled operating systems and can be
monitored, the Group is able to offer a growing number of digital solutions to optimize traffic and logistics
processes. Depending on the brand and the product (truck or bus), the Group has individually branded its
services so that its offerings are readily identifiable.
The Financial Services Business offers a wide range of vehicle financing, insurance services and rental services
globally. It also plans to provide fleet management and integrated offerings. Prior to the Spin-off, the Financial
Services Business was part of Daimler AG’s Daimler Mobility reporting segment. In connection with the Spin-
off, the Daimler Group is in the process of transferring a portion of the entities and assets, as well as
establishing certain new financial services entities without transfers (to avoid disproportionate costs), which are
intended to ultimately comprise the Group’s Financial Services Business. By December 1, 2021, the Financial
Services Business shall be transferred in Australia, Brazil, Canada, Germany (comprising only the headquarters
for the Financial Services Business), Japan, Mexico, South Africa and the United States (excluding the
operating lease portfolio in the United States). A second phase of transfers or establishment of new financial
services entities without transfers (to avoid disproportionate costs) is planned to occur in the course of 2022,
including assets and operations in Germany, Argentina, Belgium, France, Italy, the Netherlands, Spain, Turkey
and the United Kingdom. See also “3.2.1 Separation of Financial Services Business.”
As the Financial Services Business is still in the process of being transferred to the Group from Daimler AG,
its share of revenue and EBIT for 2020 only represent a portion of the assets and operations intended to
ultimately comprise the Financial Services Business in the future. See Note 1 to the Audited Combined
Financial Statements.
The global footprint of the Group’s business is underscored by the Group having operations in most countries
around the world. As of September 30, 2021, the Group operated 40 production sites in North America,
Europe, Asia and Latin America and had 101,550 employees (headcount), with 26,076, 41,301, 15,986, 14,972
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and 1,392 in the TN, MB, TA, DB and Financial Services segments, respectively. In the Group’s view, its
global presence allows it to benefit from scaling effects and develop new products in a cost-effective manner.
Therefore, the Group supports its divisions with global functions in the operational areas where the Group
believes it to be beneficial, mainly in R&D and Procurement. See also “10.8.2 R&D Strategy and
Organization” and “10.9 Procurement.” Remaining functions are generally conducted at a divisional level.
10.5.1.2 Brands
Freightliner
Freightliner manufactures class 5-8 GVWR models that serve a wide range of commercial vehicle applications.
The Group believes that innovation, advanced technology and responsive customer relations have made
Freightliner the best-selling truck brand in North America in 2020 (source: IHS Markit). Freightliner’s long-
haul on-highway product lineup is led by the Cascadia Evolution model. Vocational product offerings include a
broad range of trucks which are customizable to serve a variety of applications. The M2 is suited for local
pick-up and delivery, towing and utility applications while the 108SD and 114SD offer higher horsepower
ratings with heavier suspensions and frames to handle construction, refuse and heavy-haul duties.
The Cascadia is one of North America’s most popular heavy-duty trucks, with the latest generation released in
2017. More than 800,000 Cascadias have been built, and its fuel efficiency has risen by 35%, since 2007. The
Cascadia is available as a day cab, sleeper cab with mid-roof and sleeper cab with raised roof, and with a
number of powertrain configurations from the Group’s Detroit Diesel production, including DD15 and DD13
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model engines and the DT12 model automated manual transmission specifically designed for on-highway
applications. Freightliner also offers a natural gas-powered version of the Cascadia. For certain applications,
such as bulk haul, the Group also offers the Cascadia with engines from strategic partner Cummins. The
Cascadia also features the Detroit Assurance suite of safety systems, such as radar-based Active Brake Assist to
help mitigate potential collisions. Each Cascadia is also equipped with the Detroit Connect suite of connected
vehicle services, including remote maintenance information via Detroit Connect Virtual Technician, Detroit
Connect Analytics and remote software updates. The Group believes the Cascadia is especially attractive to
customers due to its low TCO and high resale value. The Group has made significant investments in the
Cascadia over time, including in powertrain efficiency, safety, connectivity and uptime in order to make it one
of the most advanced class 8 truck platforms available and adaptable for emissions-free technology.
The M2 medium-duty vehicle supports a range of bodies and chassis-mounted equipment and is a popular truck
for on-highway leasing and construction applications. It is available from Freightliner as a tractor or a full-
framed truck. Available with a day cab, extended cab and crew cab, Freightliner offers a wide range of engine
and transmission configurations depending on customer requirements. Applications include regional and local
hauling, municipal services including fire and rescue services trucks, waste disposal and transport. Engines are
supplied by Detroit Diesel or Cummins. With its 108SD and 114SD models, Freightliner provides highly
customized trucks in cooperation with truck equipment manufacturers, including for construction, cranes,
dumping, fire and rescue, plowing, sewer vacuuming and water haulage. Freightliner also sells a custom waste
collection truck, the EconicSD, with a low-entry cabover-engine design, based on a common design it shares
with the Group’s Mercedes-Benz brand. The M2 and 114SD are also offered in natural gas-powered
configurations.
Freightliner has also recently introduced the 100% battery-electric eCascadia and eM2 models. Currently under
testing with over 40 customers, the eCascadia has a range of up to 250 miles and usable electric capacity of up
to 475 kilowatt hours (“kWh”). Together with the eCascadia, the eM2 has almost one million tested miles on
roads in the United States. It offers a range of up to 230 miles and usable electric capacity of up to 315 kWh.
Series production of the eCascadia and the eM2 is planned to begin in 2022. TN’s powertrain unit Detroit also
released in May 2021 its Detroit eFill chargers, a full line of commercial vehicle charging stations designed for
seamless integration with the Detroit ePowertrain found in Freightliner eCascadia and eM2 trucks. The Detroit
eFill charging station was developed in partnership with Power Electronics. Freightliner also offers eConsulting
services through Detroit to assist customers in designing the electrical ecosystem necessary to support a BEV
fleet of commercial vehicles. See also “10.7.15 Strategic Partnership with Power Electronics.”
In addition to full-built trucks and tractors, Freightliner Custom Chassis Corporation (“FCCC”) also builds
chassis for recreational vehicles, walk-in and delivery vans, along with commercial, shuttle and school buses,
ranging from light to heavy-duty (classes 4 to 8). FCCC is a well-positioned manufacturer of premium products
for each of these markets, offering reliable, durable, high-quality chassis backed by a nationwide service and
support network. It supplies the Group’s Thomas Built Buses brand with chassis for many of its products.
FCCC also makes light-duty chassis for use in the vending and baking industries, medium-duty chassis for
parcel and linen delivery, and heavy-duty chassis for applications such as utility repair and emergency vehicles.
Freightliner’s products are built in Cleveland and Mt. Holly, North Carolina (U.S.) and in Saltillo and Santiago
Tianguistenco (Mexico). FCCC engineers and manufactures its products in Gaffney, South Carolina (U.S.).
Alongside its product lineup, Freightliner offers 24/7 customer support, including one of the largest dealer and
service networks in the industry.
Western Star
Western Star manufactures heavy-duty trucks for special-purpose and long-distance haulage. The Western Star
brand focuses on reliability, performance and the driver. Custom-built to meet each customer’s requirements,
Western Star offer a wide range of powertrain options, with customers able to choose from numerous sector-
specific configuration options, ranging from the bumper through to the cab rear wall. The brand’s lineup ranges
from the entry-level 4700 to the 5700XE extreme efficiency highway truck, as well as the new generation
X-Series.
The 4700 is available as a tractor or full truck in various applications, including municipalities, agriculture,
construction and highway hauling. While a sharp turning radius and sloped hood assist drivers in their work
routines, the wiring, electrical system and frame rail of the model are designed for third-party bodybuilders to
more easily modify. The 4900 is designed for rugged and off-road applications, offering twin steer and all-
wheel drive configurations. The 5700XE is an on-highway heavy-duty truck designed for fuel efficiency and
safety features such as collision avoidance, lane departure and electronic stability control. The 6900 is meant to
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withstand the most challenging work environments. As a tractor it can pull more than 500,000 pounds and is
available with 6x4, 6x6, 8x4, 8x8 and 10x6 drivetrains.
In September 2020, Western Star introduced its new generation vocational truck, the 49X. Underpinned by a
stronger, lighter chassis than other models (350 pounds in weight savings versus a similarly configured 4900
model) and equipped with a new X-series cab, the 49X is intended to deliver maximum versatility in a purpose-
built package. Intended applications for the 49X include mining, logging and plowing. The new Detroit DT12
Vocational series of transmissions and Detroit Assurance suite of safety systems offer proven innovation for an
attractive safety, productivity and uptime profile. The 49X can be configured with the Detroit DD15 Gen 5
engine or workhorse Detroit DD16 engine. Both engines come equipped with Detroit Connect Virtual
Technician remote diagnostic services to increase uptime and productivity.
More recently, in September 2021, Western Star introduced its 47X vocational truck. The 47X extends the
reach of the X-Series into even more vocational applications, with a number of new features including a shorter
hood and a shorter 111 inch bumper to back of cab. This shorter configuration is ideal for applications that
require optimized equipment packaging to meet local overall vehicle length requirements and applications that
need to adhere to bridge laws, such as concrete mixers or dump trucks. In general, Western Star has plans to
build more than 15,000 X-Series in 2022.
Western Star’s products are built in the United States in Portland, Oregon and Cleveland, North Carolina.
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generate real added value by enabling customers to operate TN’s trucks and buses more efficiently to limit
downtime and cut their total transport costs.
As of December 31, 2020, TN operated a service network of over 1,100 authorized service locations with over
9,000 service bays to address the needs of Freightliner, Western Star and Thomas Built Buses customers in the
North America region. These locations offer a full range of Detroit Diesel-branded parts with an emphasis on
data-driven stocking and expedited turnaround times. In addition, certain TN service locations are Elite Support
Certified, meaning that, within 2 hours of service, the dealer aims to generate a write-up to communicate a
primary diagnosis, check parts availability and provide an estimate of cost and repair time. The ultimate goal of
TN’s Elite Support Network is to maximize vehicle uptime. To further cover customers’ service needs, TN has
partnered with TravelCenters of America and Petro Stopping Centers to offer the ServicePoint network of
locations, which includes 24/7 express service for minor repair work, warranty service, spare parts,
U.S. Department of Transportation inspections, trailer maintenance and repairs. Spare parts are also sold under
the Alliance Parts brand, with more than 50 product lines that serve the commercial vehicle industry.
The digital Uptime Management Suite offers a bundle of service technology that helps improve the accuracy of
a TN vehicle’s repair needs, provides real-time tracking of vehicle repair status and aims to minimize vehicle
downtime. The suite includes an Express WriteUp mobile app to create repair orders and estimates, a Service
Tracker web-based application for fleet customers to facilitate communications with TN’s service network and
enable real-time tracking of a customers’ vehicles, Uptime Pro dealer management software and Uptime
Performance to enable dealers to help measure performance indicators and manage workloads.
Through its Pinnacle Fleet Solutions program, TN also offers fleet management services. Pinnacle Fleet
Solutions utilizes digital solutions to provide a package of billing and support services to TN’s fleet customers.
It helps to streamline maintenance and repair billing administration and ensure parts availability with functions
such as purchase controls, invoice dispute management, not-to-exceed customer pricing and parts spend
management.
TN has also established full-service e-mobility consulting offerings to address growing customer needs for
support in designing e-mobility infrastructure beyond the vehicle. In May 2021, TN announced new products
and services from its powertrain unit Detroit to support fleets and customers in the deployment of all-electric
trucks. Detroit eConsulting services provide experienced know-how to fleets and are offered in three varying
levels of support. Under the top-tier Megaline package for large-scale electric truck deployments, customers
receive assistance with planning for charging infrastructure, solar panel, and stationary energy storage projects,
along with the support of the eConsulting team to interface with local utilities on their behalf, comprehensive
cost-benefit and route analysis, and assistance with capital and operating expenditure optimization. The
Powerline package includes similar benefits to the Megaline package, without support for distributed energy
resources (e.g., solar and storage) or the interface to local utilities. The Baseline package is free to all
purchasers of Freightliner electric trucks (currently the eCascadia and eM2) and includes best practices and
dealership-level consultation. The two higher-tier packages are available to buyers of any electric trucks, and
services are not dependent on purchase of a Freightliner truck. Similarly, the Detroit eFill line of electric
commercial vehicle chargers, developed with strategic partner Power Electronics, provide an array of charger
options for customers and charging station operators. See also “10.7.15 Strategic Partnership with Power
Electronics.”
Through its strategic partnership with Proterra, TN’s brand Thomas Built Buses also offers school bus operators
a comprehensive, turn-key electric vehicle program that includes BEV planning and funding consultation,
electric school buses, charging systems, and charging infrastructure design and installation. See also
“10.7.12 Strategic Partnership with Proterra.”
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10.5.2 Mercedes-Benz
10.5.2.1 Overview
MB is the leading brand of trucks in the EU30 and in Brazil based on unit sales (source: IHS Markit), with
operations worldwide. Alongside product quality, MB also focuses closely on the fuel efficiency and general
TCO of its products. In 2020, MB sold 117,800 units (prior to Reconciliation) (accounting for 31.1% of total
number of units sold by the Group (including Reconciliation)) and generated revenues (prior to Reconciliation)
in the amount of EUR 13,790 million. Prior to Reconciliation, MB sold 144,806, 148,807, 101,944 and 75,511
units in 2019, 2018 and the nine months ended September 31, 2021 and 2020, respectively. In 2020, 2019,
2018 and the nine months ended September 30, 2021 and 2020, MB had incoming orders of 124,203, 128,837,
159,279, 160,528 and 81,163, respectively. MB has a manufacturing network encompassing 10 locations in
Europe and Brazil, along with numerous Completely Knocked Down (“CKD”) manufacturing sites throughout
Africa, Asia and Europe, where its fully or partly disassembled products are assembled locally. As of
September 30, 2021, MB had 41,301 employees (headcount).
MB produces and markets commercial vehicles under its Mercedes-Benz brand. It has a strong global presence
in the European, Middle Eastern, African and Latin American markets, in particular Brazil, with products
ranging from light-duty, medium-duty and heavy-duty trucks to specialty trucks. MB’s trucks are custom-built
for a variety of applications, including long haul, heavy distribution, regional line haul, urban delivery,
municipal services, all-terrain utility and logistics. MB also produces its own powertrains at several production
sites in Germany and Brazil.
The MB sales network comprises a large number of Truck Operating Centers (“TOCs”) and General
Distributors (“GDs”) which oversee its dealerships that are either wholly-owned (TOCs) or run by independent
third parties (GDs). In Europe, MB operates 18 TOCs and GDs. Through its dealer network, MB offers
aftersales services to its customers, including maintenance, repairs, spare parts, digital services and fleet
management. MB also sells used commercial vehicles through its TruckStore locations.
10.5.2.2 Brands
Mercedes-Benz
The Mercedes-Benz brand manufactures trucks from 7.5 tons through 33 tons GVWR that serve a broad range
of commercial applications. It also sells its powertrain products separately to third-party customers.
For the light-duty market in Latin America and Africa, the Group offers the Accelo, an agile and compact truck
for operation in urban settings and regional haulage. The Accelo is highly customizable, with configurations
from 8 to 13 tons GVWR with standard or extended cabs, two or three axles, and body work possible for up to
8 meters in length. Applications include refrigerated cargo, beverage distribution, liquid and gas distribution,
among others.
The Atego represents MB’s key medium-duty offering for distribution and construction transportation
applications up to 30 tons. Available in a number of chassis configurations, including in rigid, semi-trailer
tractor and tipper forms, the Atego offers a high level of engine efficiency with Euro VI (for European
markets) and Proconve P7 (for Brazilian and Latin American markets) engines rated from 115 kW to 220 kW,
optionally with automated transmissions. Applications for the Atego include regional and local hauling,
municipal services, waste collection and tipping. The Group believes the Atego has a strong competitive
advantage due to its combination of low maintenance and repair costs and generally high value retention.
MB offers a range of heavy-duty trucks depending on the application and market. In both the EU30 and Latin
America for trucks above 18 tons, MB’s flagship offering is the Actros. The latest generation Actros was
introduced in 2018 and represents a leap forward in the Group’s view in terms of comfort, driving dynamics
and economy. In 2020, specialist commercial vehicle journalists from 24 European countries voted the Actros
the “Truck of the Year.” The Actros cab comes in a variety of sizes and has been designed to offer maximum
comfort with an ergonomic workplace, generous living space and a comfortable sleeping area. The Actros is
the first series-production truck in the Group’s view to enable semi-automated driving (level 2) on public roads
using its Active Drive Assist feature set. With Active Drive Assist, the new Actros can independently steer and
brake, enhancing safety in highway traffic by permanently monitoring its surroundings. Furthermore, an
optimized drivetrain, the world’s first standard MirrorCam system instead of large side mirrors, and the latest
generation of Active Brake Assist 5 make the new Actros in the Group’s view one of the safest and most
efficient trucks in its segment. With a strong focus on reduction of TCO, the Actros features economical Euro
VI engines with BlueTec, the SCR diesel technology from Mercedes-Benz, cooled exhaust gas recirculation and
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diesel particulate filtration. These engines cover a power range from 175 to 460 kW and offer high torque
response from idle speed. Applications include volume transport and loader work.
There are also several Actros variants meant to address further customer segments. The Actros SLT is a
separate model meant for particularly heavy haulage of up to 250 tons, featuring certain extra-strength
components, including a Mercedes PowerShift 3 automated transmission and the Turbo Retarder Clutch to
provide a resilient drive. In addition, MB began accepting orders for the new Actros F in January 2021 in
24 EU countries and selected non-EU markets, to provide an Actros model specifically designed for pure
functionality. The Actros F is intended to provide the quality of the Mercedes-Benz brand without some of the
innovations present in the most recent Actros generation.
In the Latin American market, particularly in Brazil, MB also offers the heavy-duty Axor model as a cost-
effective alternative to its more premium Actros truck. MB offers on-road Axor models for GVWR of up to 74
tons, and off-road versions with technical maximum traction capacity of up to 123 tons. Applications include
bulk transport, container transport, logging, construction (such as heavy tippers) and sugar cane transport.
For heavy-duty construction applications from 18 tons onwards, MB also offers the new Arocs. Released in
2019, the Arocs draws its drivetrain power from Euro VI engines producing from 175 kW to 460 kW as well as
the standard-fit Mercedes PowerShift 3 automated gearshift. The Arocs was designed to be torsionally flexible
yet sturdy for high payloads and to have low TCO. A variety of configurations, including different cab sizes,
are available to accommodate the custom needs of the construction transportation sector. The Arocs SLT is a
separate model that supports up to 250 tons.
For special applications, MB has been manufacturing generations of its multi-purpose Unimog (short for
“Universal-Motor-Gerät” (universal motorized device)—as it was originally known) for the past seven decades.
With its robust design and compact dimensions, the Unimog implement carrier models U 219 through U 535
are suited to agriculture and forestry, road maintenance, emergency services and construction, to name a few.
With an optional engine-driven power take-off, the Unimog is able to drive power hydraulics and can also be
used to run powerful implements in combination with a hydrostatic drive, such as mowers or snow cutters,
cranes and elevated platforms. The highly mobile offroad models U 4023 and U 5023 are all-terrain versions of
the Unimog able to tackle especially rough terrain, with a torsionally flexible vehicle frame and the ability to
ford bodies of water up to 1.2 meters. For even heavier loads on difficult routes, MB offers the Zetros model.
Built to withstand mud, mountains, dust, cold and heat, MB offers 12 variants of the new Zetros as a dumper,
platform vehicle or semitrailer truck, with two or three axles.
MB also offers a special-purpose low-entry truck, the Econic, for purposes such as short-radius distribution,
waste collection, emergency services and airport services. The Econic combines strong safety and ergonomic
features led by its DirectVision cab with panoramic glazing, state-of-the-art safety assistance systems and low
entry and exiting, as well as intuitive control systems. The Econic is equipped to relieve the driver’s stressful
working day as much as possible. With a variety of available configurations, the Econic is bodybuilder-friendly
and can be outfitted with either diesel or natural-gas engines, or as a full BEV in a version planned for series
production in 2022.
In line with the Group’s ZEV strategy, MB has also developed a range of BEVs. The first generation of the
eActros heavy-duty truck was released in 2018 and was tested with key customers across a number of
countries, with over half a million km driven. The second generation eActros began series production in
Autumn 2021 and features improvements in drivetrain performance, range and payload in comparison to the
first generation eActros. The eActros has been developed together with key bodybuilder partners to ensure that
it fits a wide range of use cases and it is expected that a number of key customers will quickly integrate it into
their operating fleets. MB is also already preparing the series production of its eActros LongHaul, expected to
be ready for series production in 2024 with a range of about 500 km in a plannable long-haul use case. MB has
already introduced the BEV eEconic to selected customers and it plans to roll out series production of the
vehicle in 2022 to round out its special-purpose ZEV offerings. The Group is also working with its strategic
partners on the development of FCEV versions of its vehicles. In September 2020, the Group presented its
heavy-duty Mercedes-Benz GenH2 Truck concept (“GenH2 Truck”) featuring key attributes of conventional
long-haul trucks. Customer trials have been communicated to likely begin in 2023. See also “10.8.4 Fuel Cell
Electric Vehicles.”
MB’s products are built across Europe and Latin America, with key production facilities in São Bernardo do
Campo and Juiz de Fora (Brazil), Molsheim (France), Wörth (Germany) and Aksaray (Turkey).
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10.5.2.3 Aftersales Services
Alongside its production of vehicles across market segments, a key part of MB’s business is the sale of
aftersales services and service-related products. MB offers a broad service network for maintenance and repair
on a global scale. It has also placed an increasing emphasis on providing new digital services to help customers
operate more efficiently and decrease their TCO. MB also provides workshop training and manufacturer
certifications for modified versions of its trucks.
As of December 31, 2020, MB operated a service network of approximately 2,200 workshops worldwide
(including independent retail). Along with workshop services, MB offers Service24hr and Rescue & Towing
Services for 24/7 roadside support services throughout Europe and Latin America. To support customers’
service needs, MB also offers a range of service contracts with varying levels of coverage. Mercedes-Benz
Uptime and Zero Tolerance on Downtime represent MB’s complete service contract, with a standard term of up
to eight years. The Best Basic Service and ExtendPlus standard warranty extension contracts offer further
options for more cost-conscious customers. Spare parts are offered under the Mercedes-Benz GenuineParts,
ReManufactureed GenuineParts and TruckParts brands, with a focus on quality and reliability, and are available
directly from dealers or from the WebParts online catalogue.
MB is also a provider of an array of digital services which optimize logistics processes, vehicle fleets and
individual vehicles, with the goal of offering the truck itself as a service, increasing its productivity in everyday
use. Fleetboard is MB’s service for fleet managers, providing a modern customer interface with a proactive
Notification Center and connection to Mercedes-Benz Uptime for intelligent telematics functionality. The
HABBL Transport app from MB manages logistics processes and guides drivers through their tasks step-by-
step. It links with information provided by MB’s Fleetboard interface, using driving and rest times, as well as
GPS position to help coordinate a customer’s trips and cargo. The HABBL app works for instance directly with
the Multimedia Cockpit in MB’s new Actros trucks. Mercedes-Benz Uptime uses intelligent linking of the
sensors and systems installed in an MB vehicle to allow information on the vehicle’s condition to be accessed
at the press of a button. In critical service cases, Uptime also informs customers proactively via automatic
messages.
In addition, MB has eConsulting teams that offer comprehensive e-mobility consulting to its customers making
the transition from conventional ICE to BEV fleets. To further strengthen this offering, MB entered into a
strategic partnership with Siemens, energy company ENGIE and charging solutions provider EVBox in
May 2021, see also “10.7.13 Strategic Partnership with Siemens, ENGIE and EVBox.”
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The FUSO brand enjoys strong positions in numerous large markets across the world, including, but not limited
to, Japan and Indonesia. In India, DICV’s BharatBenz brand has already grown from its first product releases in
2012 to a 9.1% market share in 2020 for trucks over 9 tons (source: Company Internal Analysis). TA offers a
full range of light-duty, medium-duty and heavy-duty trucks, along with light- to heavy-duty buses, for a
variety of applications. MFTBC also produces industrial engines. TA’s philosophy is to provide the right
product at the right price for each relevant market.
TA is also active in China via Daimler Truck China Limited (“DTC”). DTC holds 100% of Daimler Trucks
and Buses (China) Ltd. (“DTBC”) and 50% of BFDA, its joint venture with Chinese partner Foton, which
produces trucks under the Auman brand. DTBC imports Mercedes-Benz trucks into China and offers
corresponding aftersales services. As of September 30, 2021, over 80 employees worked for DTBC. Pursuing a
multi-fold strategy in China, the Group is currently planning to localize production of Mercedes-Benz heavy-
duty tractors to gain further market share. At the same time, the Group will continue importing other models of
its Mercedes-Benz Trucks portfolio to answer customers’ need in China for top-of-the-line trucks for special
applications. See also “10.7.2 Joint Venture with Foton.”
With its global presence, the sales network of the TA brands is extensive, with various categories of general
distributors, Market Performance Centers (MPCs) owned by the Group, joint ventures and TA subsidiaries
performing sales functions. TA brand FUSO has approximately 114 distributor partners with whom it manages
roughly 2,750 retailer locations worldwide. In India, BharatBenz has over 245 sales and service touch points.
10.5.3.2 Brands
FUSO
The FUSO brand manufactures trucks with a GVWR from 3.5 tons to 31.8 tons in rigid versions (and up to 64
tons in tractor versions) and buses from 5 to 16 tons. Within the FUSO brand, the traditional FUSO product
line (symbolized by the three-diamond logo) addresses the Japanese and worldwide markets with production
centered in Japan and India covering the vast majority of commercial applications. The FUSO logo (a separate
logo without three diamonds) is applied to products for select international markets and leverages the Group’s
production know-how in Chennai, India, offering robust and economical medium and heavy-duty trucks for
various applications. In some of its larger markets, such as Indonesia, FUSO offers a customized set of vehicles
with differing model names that cater to particular niches. By offering its products from multiple locations in a
range of branded configurations, FUSO is able to tap into the needs of both more mature and emerging
markets. In addition, FUSO’s operations are strategically located in major logistics hubs globally to enable fast
and cost-effective delivery of its products to most destinations in the world.
FUSO is globally renowned for its offerings in the light-duty market, in particular for its Canter light-duty
truck. Now in its ninth generation, the Canter is ready for all types of challenges across the globe and is an
ideal choice for last-mile logistics. It is available in GVWR from 3.5 tons to 8.55 tons, several cab and engine
variants, transmissions, wheelbases, all-wheel drive combinations and a universal frame hole pattern. This
allows the Canter to be tailored to any commercial or industrial application. Its versatility has made it
ubiquitous throughout various global markets for delivery, refrigerated transport, construction, and emergency
services. It is available with a traditional ICE powertrain and also as a BEV.
For the medium-duty market, FUSO offers the Fighter and the FA/FI. The Fighter is available in a GVWR of
7.5 to 26 tons (up to 50 tons in the tractor version for export markets). The Fighter is equipped with advanced
safety features such as Active Sideguard Assist (“ASA”), Lane Departure Warning System (“LDWS”) and an
Electronic Stability Program (“ESP”) The FA/FI, at 9 to 16 tons, are designed to deliver excellent cost
performance in a nimble, easy-to-handle package. They offer time-proven technology and robustness with fuel-
efficient, common-rail injection partnered to a 4-valve, 4-cylinder engine for power and torque without
sacrificing efficiency. With options to suit metropolitan deliveries, as well as longer haul routes, the Fighter and
the FA/FI can fit a wide range of applications from food and general freight distribution to specialist roles,
including fridge bodies, box bodies, tippers, mixers and flat decks.
FUSO provides a range of heavy-duty truck options, tailored to the needs of its markets. The Super Great
represents FUSO’s most innovative heavy-duty offering with its excellent quality, safety and TCO. Available
with a GVWR of 15 to 34 tons (up to 64 tons in the tractor version), the Super Great was the first heavy-duty
truck in the Japanese market to offer Level 2 Automated Driving Support technology. With advanced safety
features such as Active Brake Assist 5 and LDWS, matched with a next-generation automated transmission
coupled to a Euro 6 engine, the Group believes FUSO has set new standards for safety and efficiency in the
heavy-duty class with the Super Great. Power and efficiency are also hallmarks of the Super Great, including
global engine options ranging from 7.7 to 12.8 liters capacity depending on hauling requirements.
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The heavy-duty FJ is designed for high power output and a flat torque curve across its rev range, together with
selective catalytic reduction, to provide attractive TCO for cost-conscious markets. At 15 to 28 tons, the FJ is
also built with the flexibility for on-road hauling or off-road deployment. It also features an extremely robust
frame, anti-roll bars and multi-leaf rear suspension mean improved road holding, load carrying capacity and
improved grip especially at higher speeds. The FZ tractor, available from a GVWR of 35 to 49 tons, has a
chassis with extra strength required for heavy loads in various haulage applications. Inter-wheel and inter-axle
differential lock prevents one-wheel spinning, making driving easier in slushy or bogged-down conditions. The
FZ comes with an anti-roll bar in front with a wider wheel track to maintain stability when tall loads raise the
center of gravity. The FO, available from 31 to 37 tons, is designed to maximize TCO with exceptional loading
capacity, durability and fuel efficiency. Suited to long-distance haulage, mining and construction applications,
the FO features a bodybuilder-friendly chassis and form-follows-function interior. Lastly, the TV is a rigid and
tractor-head heavy duty truck available up to a GVWR of 65 tons for long-haul transport. It is built to
continuously perform with a high-volume air-cleaner for challenging environments, a high-mount air brake
chamber for maximum clearance over rough roads and a shot-blasted and powder-coated chassis to reduce rust.
FUSO also offers a line of buses. The Rosa is a light-duty bus with a passenger seating capacity of 25 to
33 designed for general passenger, school and special use transportation. Available in a variety of lengths,
wheelbases and 4x2 or 4x4 chassis, the Rosa has safety features such as a LDWS to help keep passengers safe.
For the city bus category, FUSO offers the Aero Star with passenger capacity up to 86 in both non-step and
one-step designs with varying wheelbases. In the large intercity and coach categories, the Aero Queen and Aero
Ace models with passenger capacity of up to 66 focus on comfort and safety. Alongside visually appealing
exteriors, features to ensure safety include ASA for monitoring driver blind spots, an Emergency Driving Stop
System (EDSS), Active Brake Assist 4 with pedestrian detection, and the Bus Connect telematics system. In
addition, FUSO also offers bus solutions from its production facility in India, which is able to deliver buses in
a wide variety of configurations depending on customer requirements. With a focus on comfort, safety and
TCO, both front and rear engine buses can be produced in both chassis only or in fully built configurations.
Using the advanced engine technology that powers FUSO’s heavy duty truck lineup, MFTBC also develops and
produces a wide range of high-quality and reliable industrial engines for a variety of machines. Applications
include excavators, cranes, power generators, garden-tractors and forklifts. The majority of FUSO’s diesel
engines are certified to conform to Japan’s off-road diesel engine emission standards.
MFTBC is also a leader in BEV development and production. The FUSO eCanter was first introduced in 2017
and is already in its second-generation, with the third generation planned for launch in 2022. An industry
benchmark with a state-of-the-art battery-electric system, the eCanter features six high-performance lithium-ion
battery packs with a capacity of 370V/13.5kWh each. These give the eCanter a range of approximately 100 km
per charge (depending on running condition) and are capable of being charged by two types of battery charging
systems: normal alternating current (AC) charging, or quick direct current (DC) charging compliant with the
CCS2 or CHAdeMO + SAE J1772 protocols depending on market requirements. The eCanter is already offered
on four continents and has covered more than three million kilometers with customers across the globe, making
MFTBC one of the most experienced producers of electric trucks worldwide.
FUSO products are built in Kawasaki (Kanagawa, Japan), Nakatsu (Kanagawa, Japan), Toyama Prefecture
(Japan), Chennai (India) and Tramagal (Portugal).
BharatBenz
The BharatBenz brand produces trucks from 9 to 55 tons and buses from 9 to 16 tons. Within the last 10 years,
BharatBenz has gained the reputation of a technology leader in the heavy-duty segment of the Indian market.
For the medium-duty market, BharatBenz offers the MDT series of trucks depending on the desired application.
These range from 10.6 tons to 18.5 tons, with numerous choices in between. BharatBenz designs these models
based on meticulous research done on road-load data patterns across India on various terrains, and therefore
they are equipped with improved gear ratios to ensure maximum operating time spent by the vehicle on the
higher gears. Better gradeability enables them to easily navigate hostile road conditions and climb gradients
even with a full load. Each model is available with a number of engine, transmission and wheelbase options
and is highly customizable for a variety of applications including refrigerated goods, fuel tanks, logistics and
emergency services.
For heavy-duty haulage, the HDT R series is designed to offer benchmark fuel efficiency. Available from 28
tons to 42 tons, these models are suited to numerous applications, including hauling construction materials,
cement and parcels. For even heavier loads, the HDT T series ranges from 37 tons to 55 tons. Made to last on
various Indian road conditions, these models are suitable for haulage transportation and applications such as a
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flat-bed trailer for steel coils, tanker, cement bulker or container transport. The HDT C tipper series is available
from 18.5 tons to 35 tons. Designed with an extra-high strength chassis, sturdy suspension and robust gearbox,
this series is available with several body types to accommodate various construction and mining applications.
BharatBenz also produces a line of school and staff buses from 9 to 16 tons. Each model is designed to offer
superior reliability to achieve longer service intervals for key components such as the engine, transmission, axle
and body elements. Wide chassis frame widths and tubeless radial tires also enhance the stability of the buses
while anti-roll bars provide improved handling. In addition to full bus models, BharatBenz also sells chassis to
bodybuilders.
The BharatBenz production facilities also serve as a manufacturing and export hub for all brands within the
Daimler Truck network, in particular to serve the so-called “next 30” markets, where the Group expects
significant growth in the coming decade. Using an overarching market concept, BharatBenz and TA adjust
production for export according to customer preferences.
BharatBenz’s and further models of the Group for export are built in Chennai, India.
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markets in the EU30, Brazil, Argentina and Mexico based on unit sales (source: IHS Markit). In 2020, Daimler
Buses sold 18,932 units (prior to Reconciliation) (accounting for 5.0% of total number of units sold by the
Group (including Reconciliation)) and generated revenues (prior to Reconciliation) in the amount of
EUR 3,438 million. Prior to Reconciliation, DB sold 29,763, 28,133, 12,669 and 12,480 units in 2019, 2018
and the nine months ended September 31, 2021 and 2020, respectively. In 2020, 2019, 2018 and the nine
months ended September 30, 2021 and 2020, DB had incoming orders of 17,054, 30,017, 28,612, 12,632 and
12,912, respectively. Daimler Buses has a manufacturing network encompassing 10 locations in Europe, North
America and South America, along with numerous CKD manufacturing sites throughout other markets. As of
September 30, 2021, Daimler Buses had 14,972 employees (headcount).
Key markets for Daimler Buses are Europe for complete buses and Brazil, Mexico and Argentina for bus
chassis. Pursuing a multi-brand approach, the Daimler Buses brands Mercedes-Benz and Setra are clearly
positioned which in the Group’s view results in more unique offerings for customers. While the Mercedes-Benz
branded bus stands for top-quality technology with economical operating costs, the Setra brand targets a more
premium customer base. The product range at Daimler Buses spans coach, interurban, city and special
application buses to bus chassis. For aftersales services and spare parts, Daimler Buses operates a single brand,
OMNIplus, and for used vehicles it has a single retail network, BusStore. Daimler Buses operates its European
operations for all of its brands through its EvoBus GmbH subsidiary.
10.5.4.2 Brands
Mercedes-Benz Bus
Under the Mercedes-Benz bus brand (“Mercedes-Benz Bus”), DB manufactures buses for city, intercity and
coach use along with bus chassis in a number of configurations depending on the market. With a reputation in
the industry for quality, reliability and safety characteristic of the Mercedes-Benz brand generally, the brand
focuses on cost-effective offerings for its customers.
For the city bus market, Mercedes-Benz Bus offers the Citaro. In production since 1997, the Citaro is known
for its striking design, comfort, comprehensive safety, quality and economic efficiency. It has received
numerous awards over the years, including the European “Best Commercial Vehicle” and “Bus of the Year”. To
accommodate the various needs of public service bus companies around the world, the Citaro is offered based
on a standardized modular system so that customers can choose features and source parts more conveniently,
regardless of Citaro model. The Citaro is available in six length variations and 19 total models, including a
12 meter basis version, 10.6 meter Citaro K compact version, Citaro LE 12 meter combined low-high floor
version for easy mechanical access and Citaro G 18 meter long version with three axles. The Citaro also
features a 24 volt recuperation module as a standard feature, which enables it to generate electricity to power
the various systems on the bus without consuming additional fuel. Alongside ICE diesel and natural-gas hybrid
versions, the Citaro is also available as a full BEV. For applications requiring passenger capacity beyond the
Citaro, Mercedes-Benz Bus also offers the 4-axle, four door CapaCity and CapaCity L buses in 19.7 meter and
21 meter lengths, respectively, with space for up to 191 passengers.
For the intercity bus market, the Citaro Ü and Intouro represent two distinct offerings to meet the broad range
of customer needs for passenger travel. The Citaro Ü represents a version of the Citaro city bus available with
similar lengths, modified to provide more space and comfort for longer routes (e.g., the base Citaro model city
bus model has capacity for 106 passengers, whereas the base Citaro Ü has capacity for 82 passengers within
the same dimensions). The Intouro features a higher deck than the Citaro Ü and is positioned as a cost-
conscious, versatile and reliable link between town and country. Available in lengths from 12 to 15 meters with
up to three axles, the Intouro is suitable for a variety of uses. In addition to classic intercity service, the Intouro
can serve as a shuttle bus, staff transportation, as a school bus, and, due to its wide range of features,
excursions and short trips. With advanced safety features such as Active Brake Assist 5, which the Group
considers an industry-first collision avoidance system of its kind for buses, the Intouro is intended to provide
optimal protection to drivers, passengers and other road users.
The Tourismo represents the Mercedes-Benz Bus flagship for the coach market. Available in a wide choice of
engines, lengths from 12 to 14 meters, assistance systems, and equipment options, the Tourismo can be
configured individually by the customer to suit individual business needs. To decrease TCO, the Tourismo has
features such as automatic body lowering and flush-mounted windows to save fuel at highway speeds. Driver
cockpits and passenger interiors are available at a range of price levels, and safety features such as bi-xenon
improve driver visibility.
DB also recently announed its plans to re-enter the North American market with a product offering specifically
designed for US customers, its Tourrider coach. The Tourrider is a three-axle high-deck coach with a length of
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14 meters and offered in two model variants: the Tourrider Business and Tourrider Premium. The Tourrider is
intended to respond to US customer demands for Mercedes-Benz branding, improved safety and comfort,
dedicated engine types and direct sales. DB plans to leverage synergies with TN to offer best-in-class supply
chains and service networks.
Mercedes-Benz Bus also offers minibuses based on the popular Sprinter platform. The Sprinter City, Sprinter
Mobility, Sprinter Transfer and Sprinter Travel offer capacity for up to 38 passengers while still providing a
slim profile for applications that require a more compact bus solution.
In addition to full buses, Mercedes-Benz Bus also sells its OC 500 RF and LE chassis to body builders around
the world. With a range of body widths, length, axle and engine options available, Mercedes-Benz Bus has
designed these chassis in close cooperation with body manufacturers.
To support CO2-neutral mobility and address the growing market for BEV public buses worldwide, Mercedes-
Benz has already begun series production of its eCitaro BEV version of the successful Citaro model. As of
September 2021, the eCitaro had a 44% share in the battery-electric city bus market in Germany
(source: KBA). The eCitaro has similar dimensions and safety features as the Citaro, including extended length
versions (eCitaro G). The design concept of the eCitaro allows customers to adapt their deployment, battery
and charging strategies precisely to individual transportation requirements. This is made possible by the
modular technology of the eCitaro, which is intended to provide a high degree of future-proofing. The current
generation of lithium nickel manganese cobalt oxide batteries (“NMC”) from Mercedes-Benz Bus can
accommodate depot-based or high-performance bus operation. Six, eight, ten or twelve battery clusters can
currently be integrated, distributed over the roof and rear of the eCitaro. With maximum battery capacity and a
total capacity of 292 kWh (NMC Level 1), the solo bus achieves a range of up to 200 km while the articulated
bus (with average speed, topography and loading) achieves a range of up to 200 km with a total capacity of
396 kWh (NMC Level 2). The Group expects that the current NMC batteries available for the eCitaro will soon
be followed by the next NMC generation with an even higher capacity and thus even greater range. Therefore,
the eCitaro can be upgraded to next-generation battery technology in the future if desired. Moreover, in the
future, the Group expects that three charging technologies will be available: depot charging, high performance
charging via pantograph and charging via charging rails. Mercedes-Benz Bus offers a further option in the form
of the solid-state battery with a total capacity of 441 kwH. Because of the significant cost and logistical
planning necessary for public bus operators to adopt a fleet of new BEV buses, Mercedes-Benz Bus offers
comprehensive eMobility consulting services to assist in the transition to the eCitaro. See also
“10.5.4.3 Aftersales Services.”
Setra
With its slogan “The sign of perfection”, the brand name Setra has a strong reputation in the industry for
innovation, high quality and top-level comfort in addition to modern, customer-tailored solutions. Setra
manufactures intercity buses, generally for public operators, and premium coach buses.
Setra’s MultiClass series of intercity buses offer an attractive basis for high economy and efficiency on intercity
routes. MultiClass vehicles offer equipment that is focused on the essentials and optimized for tendering. The
MultiClass has been designed to reduce TCO through fuel economy and low maintenance costs. Available in
various lengths from the S 415 at 12.3 meters to the S 419 UL at 15 meters for particularly high passenger
capacity, the high-floor rear area enables easily accessible drive components and thus, particularly, cost-
effective maintenance, helping lower TCO. Standard safety features include an Electronic Braking System
(EBS) with Brake Assist (BAS) as standard, with optional Advanced Emergency Braking System (AEBS) and
Electronic Stability Program (ESP) also available.
In the coach market, Setra offers the ComfortClass and the TopClass series. The ComfortClass targets cost-
effectiveness, ecology and performance for extended distance travel applications. Its ComfortClass HD (high-
decker) models offer spacious cabins and extra luggage room for extended passenger trips, along with varying
lengths, with two or three axles, to accommodate further passengers. The ComfortClass MD (middle-decker)
models employ a design with less vehicle height, resulting in lower air resistance and less curb weight, which
in turn reduces fuel consumption and thereby TCO. Interior and exterior packages are highly customizable,
from a basic level of standard equipment to tailored premium comfort details.
The TopClass represents Setra’s flagship coach series, designed to provide a high level of comfort, customized
luxury and technical excellence to create a premium travel experience for passengers. Setra offers the TopClass
in HDH (high-decker) or DT (double-decker) models of varying lengths. High quality seats, state-of-the-art
climate control, extended interior standing height and an optional panoramic glass roof that creates all-round
visibility for passengers are just a few of the features that distinguish the TopClass. Driver assistance systems
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on board include an optional Predictive Powertrain Control (PPC) feature which uses automatic driver
assistance in speed, braking and shifting by referencing real-time topography measurements via GPS maps.
Standard safety features include Active Brake Assist 4 with pedestrian detection up to 80 meters and Front
Collision Guard.
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10.5.4.4 Used Vehicles
Daimler Buses also sells used vehicles. Besides third-party independent dealerships, Daimler Buses also
operates its own BusStore dealerships across Europe. As of December 31, 2020, Daimler Buses operated 25
BusStore dealerships. Its primary customers are owner-operators and small fleets. These used vehicle
dealerships also sell non-Daimler Buses vehicles. Incoming vehicles are reconditioned, detailed and certified
for operation. Nearly all BusStore dealerships are able to offer financing solutions through the Group’s
Financial Services Business, as well as competitive warranties and service packages.
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receivables and credit exposures of the Financial Services Business see “3.2.1 Separation of Financial Services
Business”. See also notes 1 and 16 to the Audited Combined Financial Statements.
Prior to the Spin-off, the Financial Services Business was part of Daimler AG’s Daimler Mobility reporting
segment. In connection with the Spin-off, the Daimler Group is in the process of transferring a portion of the
entities and assets, as well as establishing certain new financial services entities without transfers (to avoid
disproportionate costs), which are intended to ultimately comprise the Group’s Financial Services Business. By
December 1, 2021, the Financial Services Business shall be transferred in Australia, Brazil, Canada, Germany
(comprising the headquarters for the Financial Services Business), Japan, Mexico, South Africa and the United
States (excluding the operating lease portfolio in the United States). A second phase of transfers or
establishment of new financial services entities without transfers (to avoid disproportionate costs) is planned to
occur in the course of 2022 in Germany, Argentina, Belgium, France, Italy, the Netherlands, Spain, Turkey and
the United Kingdom. For assets and operations not yet transferred to the Group, the Daimler Group plans to
administer them on a provisional basis until the transfers occur. Certain assets and operations which have
historically been part of Daimler Mobility and are related to the Group’s products and services are not intended
to be transferred to the Group, and instead are planned to be serviced to the end of their respective terms or
otherwise wound down. See also “3.2.1 Separation of Financial Services Business.” By the end of the two
phases (or waves) of transfers detailed above, the Financial Services Business is expected to consist of 29 legal
entities operating in 16 countries. 15 of these entities are regulated by local financial supervisory authorities.
One of these entities possesses a banking license in its respective market, whereas the remainder are generally
regulated as financial service providers. A third wave involving the ramp-up of markets where new portfolios
for the Financial Services segment are intended to be established, including in France, Germany and other new
markets, is (following initial build-up steps in 2022) planned to occur through 2023 and beyond. The Group
plans to focus intensely on cost optimization during the ramp-up of its Financial Services segment and has an
ambition to reduce its ratio of costs to income to below 40% in 2025 from what it estimates will be higher
levels between 2021 and 2024 as it works to stabilize its various country operations.
As of the Demerger Transactions Effective Date, the Group estimates that the total portfolio of the Financial
Services segment will comprise approximately EUR 16 billion. When accounting for the Phase 1 Transactions
and the Phase 2 Transactions, the Group estimates that the total portfolio of the Financial Services segment will
comprise approximately EUR 21 billion by the end of 2022. Within this estimated portfolio by the end of 2022,
the Group expects the split across wholesale, lease and finance products to be approximately 19%, 8% and
73%, respectively. Geographically, the Group expects the portfolio by the end of 2022 to have an
approximately 14% share in Asia, 27% share in Europe and Latin America and 59% share in North America.
From an overall estimated penetration rate of approximately 25% at the end of 2022, the Group expects an
approximate penetration rate of 27% for Asia, 35% for Europe and Latin America and 20% for North America.
Financial Services operates with a diversified set of funding sources, employing what the Group views as a
conservative capital structure based on Daimler Truck AG’s solid investment-grade credit rating and what it
plans to be a balanced funding mix going forward. As of the date of the Prospectus, approximately 5% of the
funding for Financial Services is derived from asset-backed securities, which are independent from the Daimler
Truck AG rating, while the remainder is derived from bank loans and the capital markets. As of the Demerger
Transactions Effective Date, the Group expects a Leverage for Financial Services of approximately 10x and an
Equity ratio of approximately 9%. The Group’s ambition is to have approximately the same Leverage and
Equity ratios in 2025. As of the Demerger Transactions Effective Date, Equity of the Financial Services
segment was approximately EUR 1.5 billion, while the Group expects, when accounting for the Phase 2
Transactions, Equity of the Financial Services segment in the amount of approximately EUR 2.0 billion by the
end of 2022.
In general, the Group’s Financial Services business strives to apply a conservative approach when deciding
whether to extend financing, enter a lease arrangement or offer insurance. Financial Services had a net credit
loss of 0.82% in 2020 with a seven-year average ending in 2020 of 0.45%. The Group’s credit underwriting
guidelines are governed by a global credit policy which determines the structure for credit decisions at a local
and a central level. This credit policy is, in the Group’s view, strict and requires separate approvals for
exceptions. Interest rates along with terms and conditions (including maturity) are generally made at a local
level. In some markets, the competition from third-party financing is strong. Nonetheless, the Group generally
does not seek to “buy the market” by offering financing terms that would be commercially unattractive per the
Group’s credit policy, which has led and can lead to somewhat lower penetration rates by the Financial
Services Business among customers in certain markets.
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10.7 Joint Ventures and Strategic Partnerships
The pursuit and establishment of strategic partnerships, either as joint ventures or in other forms of cooperation,
are critical elements of the Group’s operations and strategy. Evolving trends transforming the commercial
vehicle industry, including alternative powertrains, such as for BEV and FCEV, and fuels, connectivity and
autonomous driving, require the Group to invest substantial resources to ensure it is able to offer attractive
products to its customers in the future. By forming strategic partnerships, the Group is able to both access
technology critical to developing next-generation offerings for its customers and share the significant financial
commitment required to develop and deploy such technology. In addition to strategic partnerships geared
towards R&D, the Group also has exposure to a number of important markets by means of its joint ventures,
for instance in China with strategic partner Foton, where it also has plans to expand its presence as part of its
overall strategy.
For both BEV and FCEV technology, the Group is focused not only on the development of cutting-edge
vehicles and drivetrains, such as through its joint venture with Volvo on fuel cell systems, but also on the
development of the infrastructure and ecosystem surrounding these alternative drivetrains, including chargers
and broader charging infrastructure. The Group has entered into a number of partnerships and is making
targeted investments to further kickstart infrastructure for both BEV and FCEV, including with other
commercial vehicle manufacturers such as TRATON and industrial companies such as Linde, Siemens, ENGIE
and EVBox.
Along with sharing the cost of developing next-generation offerings, the Group also works with strategic
partners on the remaining R&D necessary to comply with forthcoming emissions regulations in the EU, the
United States and other jurisdictions such as China for conventional ICE vehicles. To this end the Group has a
strategic partnership with Cummins for the development and global production of medium-duty ICE systems.
The Group is also actively seeking partners to share in the development costs of heavy-duty ICE systems.
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power generators with fuel cell systems supplied by cellcentric. See also “10.7.7 Strategic Partnership with
Rolls-Royce.” The Group has also indicated its openness to delivering fuel cells to further third parties.
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The Group plans to no longer invest its own funds in the further development of its medium-duty engines for
the Euro VII emissions standard.
The Group has partnered with Cummins as part of its strategy to actively manage its ramp-down of ICE
technology and significantly reduce its R&D spending on ICE technology. Cummins plans to establish an
engine production facility within the Mercedes-Benz Mannheim campus, efficiently utilizing existing resources
to produce medium-duty engines compliant with forthcoming Euro VII emissions standards for the Group.
Cummins also plans to use its existing footprint and strong production and supply chain networks in TN for use
in TN’s brands.
Production of the Group’s current medium-duty engine generation is planned to end in certain locations with
the start of production of the Cummins engines in Mannheim, Germany. In a next step, the partners plan to
evaluate a broader global strategic cooperation by identifying potential synergies in areas such as powertrain
components and engine system components.
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While the Group expects large-scale production of heavy-duty fuel-cell commercial vehicles for long-haul
applications to first become available in the second half of the decade, fuel-cell generators for stationary
applications are expected to be produced in series by cellcentric at an earlier stage, as the specific requirements
for use in transport on public roads are not applicable to stationary systems. The Group expects Rolls-Royce to
purchase a significant share of cellcentric’s output once series production begins.
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returning to the filling station) during refueling and will not require complex data communication between the
filling station and the truck during refueling. Overall, the technology allows simpler filling-station concepts.
With their collaboration, the partners aim to make the refueling process with hydrogen as easy and practical as
possible. This aim is in line with the Group’s larger strategy to transition to long-haul FCEVs, which require a
hydrogen infrastructure that customers are willing to adopt.
Linde and the Group plan for the first refueling of a prototype vehicle at a pilot station in Germany in 2023.
Linde and the Group are planning for a high level of transparency and openness around the relevant interfaces
of their jointly developed technologies. By enabling as many other companies as possible to develop their own
refueling and vehicle technologies that apply the new subcooled liquid-hydrogen codes and standards, Linde
and the Group intend for a global mass market to be established for the new process.
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to determine a realistic and meaningful usage profile for electric trucks at their location. If the customer makes
use of the services provided by Siemens, ENGIE or EVBox, these partners then perform the analysis of the
depots and develop a detailed plan of how to establish suitable infrastructure and energy supply, together with
intelligent hardware-based charging solutions. They also address maintenance and servicing of the charging
infrastructure. Siemens, ENGIE and EVBox collaborate closely with MB in all phases of the process. The
products and services of these selected partners were extensively verified by MB for interoperability and future-
proofing of the charging devices for use with all current and future electrically operated commercial vehicles
from MB.
The eConsulting offering also includes a Charge Management System developed by MB, with features such as
charging profiles to use the available output of an electrical connection as economically as possible, convenient
remote starting and monitoring of charging processes. The eConsulting teams also provide advice on optimizing
overall operating costs and any financial grants which may be available for the infrastructure.
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10.7.17 Strategic Partnership with TotalEnergies
On November 10, 2021, Daimler Truck AG and TotalEnergies announced the signing of an agreement
addressing their joint commitment to the de-carbonization of road freight in the European Union. The parties
intend to collaborate in the development of ecosystems for heavy-duty trucks running on hydrogen, with the
intent to demonstrate the attractiveness and effectiveness of trucking powered by clean hydrogen and the
ambition to play a lead role in kickstarting the rollout of hydrogen infrastructure for transportation.
The collaboration includes hydrogen sourcing and logistics, dispensing of hydrogen in service stations,
development of hydrogen-based trucks, establishment of a customer base as well as other areas. As part of the
collaboration, Daimler Truck AG intends to supply at least 100 hydrogen-powered fuel-cell trucks to its
customers in the Netherlands, Belgium, Luxemburg and France (50 in France and 50 in the Netherlands,
Belgium and Luxemburg collectively) by 2025. In addition to the collaboration, TotalEnergies has also
announced its ambition by 2030 to operate directly or indirectly up to 150 hydrogen refuelling stations in
Germany, the Netherlands, Belgium, Luxemburg and France.
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driving can extend uptime, increase asset utilization and help integrate vehicle data into a customer’s enterprise
management in real time. The Group has in-house development teams working on the core elements of its
operating system, with the goal of reducing the number of physical computing units in the vehicle and
delinking software cycles to reduce complexity and catalyze innovation. The Group sees major upsides in
developing best-in-class digital offerings as they offer the opportunity to strengthen customer loyalty, open
additional revenue streams and deliver further data-driven insights to the Group.
Because of the broad use cases and heterogeneous legislative landscape across the Group’s markets, different
technologies are being developed at varying speeds across the globe. To accelerate the pace of technological
development and to better serve the needs of its customers in each region, the Group has given its operating
units and brands, which are globally active in the Group’s most important sales regions of North America
(Freightliner, Western Star, Thomas Built Buses), Europe and Latin America (Mercedes-Benz Trucks) and Asia
(FUSO and BharatBenz), a measure of entrepreneurial independence in R&D and product development.
Decision-making authority and the necessary product development resources are organized alongside the
respective Group brands in the regions. This includes the Chief Engineer functions for the entire vehicle
development, previously structurally anchored in the central development of the Group, being assigned to the
corresponding regions. The Group’s goal is to focus on pulling synergies from its broad technology portfolio at
the brand level, and not pushing them into regions. Accordingly, only those technological developments that
make sense at a Group level are generally shared across brands and regions.
At the same time, given the increased speed towards CO2-neutral transportation and the accelerating
development of software and connectivity, the Group has brought together all essential technology and
powertrain activities into one division, the Truck Technology Group (“TT”). The TT operates as a global
competence center for research, development and production for all future powertrain technologies (combustion
engine, battery electric and fuel cell). In addition, TT is responsible for vehicle software, electronics and global
purchasing. With the TT, the Group believes it is able to economically scale differentiating technologies
through broad use in all regions, but also to leverage global synergies.
The Group believes that it is well-positioned to accomplish its goals of developing leading commercial vehicle
solutions given its significant investments in R&D and strong, global network of R&D professionals. In 2020,
Research and non-capitalized development costs at the Group amounted to EUR 1,423 million
(2019: EUR 1,662 million). As of September 30, 2021, the Group employed approximately
5,045 employees (headcount) in R&D-related activities. The Group’s main R&D competence centers are
located in Stuttgart (Germany), Portland and Detroit (United States), Kawasaki and Kitsuregawa (Japan), Sao
Bernardo de Campo (Brazil), Istanbul and Aksaray (Turkey), Beijing (China), Bangalore and Chennai (India).
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instance, in May 2021 the Group expanded its strategic partnership with CATL to supply the lithium-ion
battery packs for the Mercedes-Benz eActros LongHaul, planned to be ready for series production in 2024. See
also “10.7.5 Strategic Partnership with CATL.” The Group collaborates with and has invested in strategic
partner Proterra on the development of the Thomas Built Buses Jouley electric bus and related consultation. See
also “10.7.12 Strategic Partnership with Proterra.”
Because successful adoption of BEV by the industry will be determined not only by the vehicles themselves,
but also the underlying infrastructure, the Group focuses on the design of the entire battery-electric ecosystem
for its customers and for the wider industry. Together with strategic partners Power Electronics in North
America and Siemens, ENGIE and EVBox in Europe, the Group is employing, in its view, industry-leading
chargers with capacities up to 350 kW in the United States (with megawatt capacities currently undergoing
testing), intelligent charge management systems to remotely operate and monitor charging and infrastructure
design solutions. See also “10.7.13 Strategic Partnership with Siemens, ENGIE and EVBox” and
“10.7.15 Strategic Partnership with Power Electronics.” The Group has developed scalable solutions in the
United States to enable a wide range of customers, from fleets with one or two trucks to truck stop operators
running complete charger islands and multiple power cabinets along with large municipal bus fleets. In
addition, in July 2021, the Group announced its entry into a non-binding agreement with Volvo and TRATON
to establish a joint venture with the aim of installing and operating a high-performance charging network for
battery-electric heavy-duty long-haul trucks and coaches across Europe. See also “10.7.3 Planned Joint Venture
with Volvo and TRATON.”
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installed in the engine compartments of heavy-duty commercial vehicles with a total output of approximately
300 kW. See also “10.7.1 Joint Venture with Volvo (cellcentric).”
Whereas the infrastructure for BEV is quickly taking shape and the Group is introducing charging offerings,
infrastructure for hydrogen-powered vehicles in its current state represents a challenge to the adoption of
FCEVs. Significant investments from energy companies will be needed to lay the necessary groundwork for
broader FCEV acceptance. The Group has therefore entered into several strategic partnerships to help kick-start
the development of hydrogen infrastructure. With strategic partner Shell, the Group has entered into an
agreement to collaborate on an open refueling standard to define the interaction and interface between the
FCEV and the refueling station in order to realize customer friendly, cost efficient, reliable and safe hydrogen
refueling. As part of the collaboration, Shell has announced that it intends to initially rollout a hydrogen-
refueling network joining three green hydrogen production hubs at the Port of Rotterdam, in the Netherlands as
well as Cologne and Hamburg in Germany. See also “10.7.8 Strategic Partnership with Shell.” With strategic
partner Linde, the Group is working to jointly develop liquid-hydrogen refueling technology for FCEV.
Together, the companies plan to focus on a new process for handling liquid hydrogen (termed “subcooled”
liquid hydrogen or “sLH2 technology”). This innovative approach allows for higher storage density, greater
range, faster refueling and superior energy efficiency. See also “10.7.10 Strategic Partnership with Linde.”
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For instance, the Group’s flagship long-haul heavy-duty trucks—the Mercedes-Benz Actros, Freightliner
Cascadia, and FUSO Super Great—share the same electric and electronic architecture. All three heavy-duty
trucks also have the same “Common Telematics Platform” which receives and transmits data in real time and is
the interface for all connectivity-related services. This data is leveraged to offer insights into the vehicle’s
health, safety status and driver grading information. In addition, the truck data is also available to fleet
customers, and value-add partners, to enable fleet operation and management solutions.
The Group also focuses on the development of fleet management solutions. The Fleetboard system for
Mercedes-Benz, Detroit Connect for Freightliner, and Truckconnect for FUSO connect fleet operators’ entire
logistics systems and provide drivers and dispatchers with an overview of essential data, and the Group is
developing increasingly sophisticated solutions to ensure that each vehicle is employed as efficiently as
possible. By assisting customers in integrating their vehicles directly into their enterprise management systems,
the Group facilitates better utilization of the customers’ assets. For example, the Fleetboard Store contains
useful apps that have been specifically developed by the Group and third-party providers to help maximize
asset utilization. Daimler Buses also recently invested in a collaboration with IVU Traffic Technologies AG on
integrated mobility solutions for bus customers, including resource planning and fleet management. In general,
the Group’s fleet management solutions are based on a recurring subscription model. By providing essential
fleet management functions to its customers on a continuous basis, the Group believes it is able to further
embed itself into the daily operations of its customers, helping to strengthen and maintain ongoing customer
relationships and, in some cases, resulting in higher switching costs for customers and repeat business for the
Group.
The Group’s R&D efforts also seek to reduce the downtimes of customers’ vehicles. The Mercedes-Benz
Uptime, Detroit Connect Virtual Technician, and the Truckconnect telediagnosis systems continuously monitor
the operation of vehicle technology as well as the levels of various vehicle fluids, providing remote status and
notifications to operators and to workshops via OTA technology. Providing the workshop with an exact readout
of a vehicle’s condition prior to arrival can ensure a more efficient service visit and better availability of spare
parts.
According to its own estimates, the Group has a significant number of connected vehicles in operation, for
instance at TN with approximately 300,000 connected vehicles (a number which it expects to grow
substantially in the coming years). This represents a valuable source of “big data” for the Group which it uses
to continuously improve its products and services.
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To further support Torc’s work on autonomous driving, the Group also recently announced a strategic
partnership with Luminar to pursue a common goal of bringing series-produced highly automated trucks (SAE
Level 4) to roads globally. The Torc and Luminar teams aim to work closely together to enhance lidar sensing,
perception, and system-level performance for the Group’s trucks moving at highway speeds. See also
“10.7.14 Strategic Partnership with Luminar.”
10.9 Procurement
The Group purchases a broad range of materials, components, parts and services, in connection with both its
production and non-production activities. In order to leverage its demand and benefit from economies of scale,
the Group manages its global purchasing activities for production materials through a Group-wide procurement
organization as part of the Group’s Truck Technology Group, which also operates as a global competence
center for research, development and production for all future powertrain technologies (ICE, BEV and FCEV),
as well as for vehicle software and electronics. As the Group’s vehicles generally contain several thousand parts
and components, the Group’s supply chain is complex. The Group’s production procurement organization is
located at more than 20 locations worldwide, organized by brand and material type, and handles more than
600,000 individual part numbers. For the procurement of non-production materials and services such as IT,
machines, office equipment, tools, transportation, marketing and external consulting, there is also a Group-wide
organization with more than 300 employees. In total, the Group’s supply chain comprises approximately
60,000 suppliers for production and non-production materials, with most of them based in Europe, North
America, and Asia. These suppliers in turn have sub-suppliers, and sometimes a supply chain can contain up to
seven or eight tier levels, with additional sub-suppliers on each level.
With each innovation and market development, the supply chain also dynamically develops further. The aim of
the Group’s procurement strategy is to consistently improve global procurement and supplier activities through
strategic tenders in line with the guiding principle of “Commitment to Excellence” and to secure performance
and the Group’s strong market positions through a globally effective supplier network. Through effective
procurement management, the Group seeks to maintain a continuous baseline of efficiency on which the
business is able to build and add value. Using a global platform and modular strategy, the Group seeks to
provide new systems and technologies to customers worldwide in an efficient and cost-effective manner. The
Group is continuously seeking to optimize the use of resources within the R&D and procurement teams to
increase efficiency, achieve synergies and develop new product solutions more quickly. A unified platform for
electronics architecture in the global vehicle portfolio is one example of this collaboration.
The Group generally manages procurement costs through competitive tenders, continuous optimization of its
supplier portfolio, proactive inventory management and long-term supply contracts. The procurement teams
within the Group also work with R&D colleagues to assist in the design and sourcing of alternative parts to
reduce the Group’s cost base, for instance by sourcing parts that are lighter to save both weight in the vehicle
and cost in purchase of the respective parts.
To drive transformation for next-generation technologies in line with the Group’s broader strategy, the Group
works with supplier partners to source innovative solutions focused on the areas of Connected, Autonomous,
Shared, Electric (“CASE”) technologies. The Group’s strategic focus on CASE technologies has changed and
continues to change the composition of the Group’s supplier landscape, requiring the Group’s procurement
teams to scout and build relationships with new suppliers as well as develop and implement new methods of
quality assurance for sourced parts. For example, the Group recently expanded its battery partnership with
strategic partner CATL to secure supply of batteries for the Group’s products beyond 2030 (see also
“10.7.5 Strategic Partnership with CATL”). Furthermore, as the Group seeks to ramp-down its emphasis on
ICE-based powertrains and transition to ZEV products, it plans to cease production of certain ICE-related
components. The Group’s procurement teams will continue to play a key role in ensuring continuing supply of
ICE-related components for its product lines.
The Group has implemented a partnership-based cooperation model with its suppliers called the Daimler
Supplier Network (the “DSN”). The DSN focuses on selective partnerships and is intended to foster top
performers, create incentives for the entire supplier base and offer potential partners an opportunity to get to
know the Group and its objectives better. The supplier collaboration model of the DSN is structured into the
following four segments: potential suppliers; suppliers; key suppliers; and strategic partners. The higher the
segment, the higher the mutual expectations and concessions. The segmentation involves a close examination of
criteria such as innovation, performance and purchasing volume. The DSN is based on four key value
drivers: technology, quality, costs and partnership. In addition to hard economic factors, values that enable
constructive interaction are also fundamental to the continuous development of the supplier network and strong
partnerships. These include fairness, reliability and credibility. Integrity, compliance and sustainability are key
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strategic foundations of the Group’s procurement strategy. To this end, the Group seeks to create transparency
in the supply chain structure and ensure compliance with human rights through contracts, as well as through
on-site due diligence.
The Group’s procurement strategy also places significant emphasis on sustainable business practices. The
Daimler Supplier Sustainability Standards apply to each of the Group’s suppliers and serve as the guidelines for
the Group’s sustainable supply chain management system. They define the Group’s requirements for working
conditions, respecting and upholding human rights, environmental protection, safety, business ethics, and
compliance. On the basis of these standards and the Group’s Integrity Code, the Group provides its suppliers
with a Compliance Awareness Module that is developed specifically for each partner. These modules are
intended to sensitize them to current integrity and compliance requirements such as those related to corruption
prevention and technical compliance. The Group requires that direct suppliers recognize these sustainability
standards and communicate them to their employees and to their upstream value chains. The Group also
expects them to check to ensure that the standards are complied with. To further ensure the sustainable
management of its supply chain, the Group uses a variety of measures and concepts, including supplier
screenings, audits, risk-based due diligence analyses, qualification modules for production material suppliers,
and additional workshops with selected service providers.
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10.11 Real Property and Manufacturing Facilities
The Group’s headquarters are located in Leinfelden-Echterdingen, Germany, where it leases an office building
at Fasanenweg 10, in 70771 Leinfelden-Echterdingen. This is also the registered place of business of the
Company.
The Group is present in more than 35 countries around the world. The Group uses production and
manufacturing sites for the purpose of developing, testing and manufacturing its products, a network of service
stations for repairing its products in use, as well as office and logistics properties located worldwide. Many of
these sites are owned by the Group, while the remaining sites are used under lease agreements.
Certain real estate and real estate-related services are provided under agreements with Daimler AG group
companies. See also “11.1.2.3.3 Lease contracts with Daimler Group.”
The following table provides a summary of the material real property used by the Group companies as of
September 30, 2021:
Operating
Country Location Segment Use
Argentina Buenos Aires / Virrey MB, DB Chassis assembly
del Pino
Brazil Campinas—SP MB Parts warehouse, remanufacturing activities and
customer service
Brazil Iracemápolis—SP MB Test track for truck and bus development
Brazil Juiz de Fora MB Cabin production for MB trucks
Brazil São Bernardo do MB, DB Production of trucks, engines, transmissions,
Campo axles, bus chassis, press shop and technological
development center
Colombia Funza/Bogotá MB Chassis assembly
Czech
Republic Holýšov DB Bodyshell assembly, components and cathodic
dip painting of touring coaches, intercity and city
buses
France Ligny-en-Barrois DB Assembly of city and intercity buses
France Molsheim MB Customization of special purpose vehicles
Germany Dortmund DB Production of minibuses
Germany Gaggenau MB Production of transmissions, planetary and portal
axles and torque converters; international logistics
Germany Kassel MB Production of front and rear axles, propeller
shafts and other components
Germany Mannheim DB Head office functions, sales, body shop, cathodic
dip paintings, production of city and intercity
buses and touring coaches and assembly of city
and intercity buses
Germany Mannheim MB Production of medium and heavy-duty engines
for vehicles and industrial applications, foundry,
competence center for emissions-free mobility,
and production of remanufactured engines
Germany Neu-Ulm MB, DB Head office functions, sales and paint shop and
assembly of touring coaches and intercity buses
Germany Rastatt MB Production of transmissions
Germany Stuttgart MB Central functions, sale and product development
Germany Wörth MB Truck production
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Operating
Country Location Segment Use
India Bangalore TA R&D
India Chennai TA Production of medium and heavy duty
BharatBenz, Mercedes-Benz and Freightliner
trucks, light-, medium-duty and heavy-duty
FUSO trucks, engines and transmissions,
R&D center, proving grounds, test track,
headquarters of Daimler Buses India, assembly of
Mercedes-Benz and BharatBenz buses and
chassis
Indonesia Jakarta TA, DB Assembly of Mercedes-Benz chassis for trucks
and buses
Japan Aikawa TA FUSO Nakatsu plant, transmission production
Japan Kanagawa TA Pabco Plant Ebina, production of truck bodies
Japan Kawasaki TA MFTBC head office functions; R&D,
procurement, quality management, sales,
administration and back offices; plant for
production of FUSO light, medium-duty, and
heavy-duty trucks, engines, axles, and industrial
engines
Japan Kitsuregawa TA Proving ground, test track for truck and bus
development
Japan Nara TA Pabco Kinki Plant
Japan Toyama TA FUSO bus manufacturing
Mexico Monterrey DB Chassis assembly
Mexico Santiago Tianguistenco TN Freightliner truck assembly
Mexico Satillo TN Freightliner truck assembly
Mexico Garcia TN Bus assembly
Mexico San Luis Potosí TN Parts distribution center for buses and
Freightliner trucks
Portugal Tramagal TA Production of light trucks
South Africa East London MB, DB Bus chassis assembly, truck assembly
Spain Sámano DB Chassis assembly
Turkey Aksaray DB / MB Production of Mercedes-Benz trucks and product
development
Turkey Istanbul DB Body shop, cathodic dip painting, paint shop,
assembly of Mercedes-Benz city and intercity
buses, touring coaches and Setra intercity buses
U.S. Byseville, OH TN Reconditioning of on- and off highway systems,
electronics, fuel systems, diesel treatment systems
U.S. Cleveland, NC TN Assembly of Freightliner and Western Star trucks
U.S. Detroit, MI TN Engine production, Detroit Diesel corporate office
U.S. Emporia, KS TN Reconditioning of on- and off highway systems,
electronics, fuel systems, diesel treatment systems
U.S. Gaffney, SC TN Freightliner Custom Chassis Corporation (FCCC)
head office, chassis for vans, school buses, shuttle
buses, and camper vans
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Operating
Country Location Segment Use
U.S. Gastonia, NC TN Freightliner trucks parts production
U.S. High Point, NC TN Thomas Built Buses, school bus assembly, R&D
U.S. Mount Holly, NC TN Assembly of Freightliner trucks
U.S. Portland, OR TN Western Star truck assembly, TN head office
functions, R&D
U.S. Redford, MI TN Detroit Diesel Corporation head office,
production of engines, transmissions, axle and
powertrain components
Between September 30, 2021 and the date of this Prospectus, the Group did not acquire or lease any additional
material property, other than any transfers in connection with the Phase 1 Transactions.
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by third parties over Daimler Truck AG or (by either party) in the event of serious breaches of contract, in
particular in the event of lasting damage to the reputation of the licensed trademarks.
Further, the Group has concluded with Daimler AG certain IP purchase and transfer agreements, pursuant to
which the Group acquires on or about November 29, 2021, inter alia the “Daimler” trademark family including
the corresponding domain names. The ownership and trademark steering are transferred to Daimler Truck AG
with a back-license granted to Daimler AG. Whereas the back-license in the “Daimler” trademark family is
granted for an indefinite term with respect to the business area remaining with Daimler AG to the same extent
as used before the separation of the trucks and buses business from the cars and vans business of Daimler AG,
the back-licenses granted under the trademark purchase and transfer agreements regarding the
“CHARTERWAY”, “FLEETBOARD” and “DISPOPILOT” trademarks expire one year after the agreements’
effective date. See also “11.1.1.1.7 Intellectual Property License and Purchase Agreements.”
After a transition period of five years following the effective date of the agreement under which the Group
receives the license to use the “Mercedes-Benz” and “Mercedes-Benz Star” trademark families and
corresponding domain names and subject to a few exceptions (e.g., Mercedes-Benz do Brasil Ltda.,
Mercedes-Benz Türk A.S.), the Group will no longer use the trademark “Mercedes-Benz” for its company
names and establishments. Vice versa, Daimler AG will refrain from further using the trademark “Daimler” in
its company names after a transition period of five years following the effective date of the agreement under
which the Group acquires the “Daimler” trademarks with a few potential exceptions only.
A large number of other trademarks that are used by the Group in the course of its business are owned by the
Group. The trademark portfolio comprises international, European and national trademarks registered in various
countries. The registrations cover among others the Group’s brands, e.g., “EvoBus”, “Setra”, “Detroit Diesel”
or “Freightliner” and product/model names of the Group. Following the effectiveness of the trademark purchase
and transfer agreements with Daimler AG, the Group will be the owner of more than approximately 5,500
trademarks. The Group also owns approximately 2,000 material domain names including among others the
domain names “daimler-truck” and “daimlertruck” with different top-level domains that are transferred to the
Group under the trademark purchase and transfer agreements.
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portfolio covers the Group’s entire business, including engineering, procurement, manufacturing, sales and
logistics, as well as digital product offerings such as Fleetboard, Uptime, Detroit Connect, Truckonnect and
OmniplusOn. Furthermore, it supports the functional roles of finance, human resources, purchasing and
communications, among others. Therefore, the Group commits significant resources to maintaining and further
optimizing its IT portfolio and leveraging the opportunities of digital transformation.
The core IT governance of the Group is centered at the Group’s headquarters in Leinfelden-Echterdingen,
Germany with each of the business units supporting an IT organization that is closely aligned and works
globally to execute the Group’s IT strategy. The Group’s IT strategy focuses on increasing customer benefit and
the value of the Group, including its brands, fostering knowledge-sharing and creating synergies wherever
possible. These efforts include harmonizing IT within the Group, reducing the number of IT suppliers and
implementing a more global control and delivery model. The Group seeks to develop and implement common
IT systems for its products across markets, as well as increasing its revenue from the sale of services by
offering digital solutions.
While the Group is responsible for the entire infrastructure and application management of its local and global
IT systems, and regularly monitors and updates these systems and processes to ensure reliability, compliance,
business continuity and performance, certain systems are also maintained at a business unit or brand level. As
such, each business unit or brand has certain IT applications and services to support its respective business
tailored to its specific needs. The Group therefore maintains significant IT infrastructure in key locations
around the world, including in the United States and Japan, in addition to its central functions in Germany. The
IT infrastructure consists of the relevant application-based technologies as well as technologies for general
office communication and collaboration purposes, databases, physical and virtual servers, storage systems and
networks. The infrastructure within the Group is mainly delivered out of regional data centers together with an
increasing use of cloud services. Key application platforms used within the Group include Siemens NX, SAP,
Mainframe, and .NET along with commercial off-the-shelf software from providers such as Microsoft and
Adobe. For its digital services marketed to customers, the Group leverages the latest cloud-native technologies
from industry-leading managed infrastructure, platform and software providers.
As a result of the Spin-off, a significant portion of the Group’s IT portfolio, including infrastructure, systems,
applications and related support and development functions, have been and will continue to be transferred from
Daimler AG to the Group’s control. Certain shared services are currently provided by Daimler AG and the
Group has entered into transitional service agreements with regard to the continued delivery of these services.
See also “11.1.1.2 Continuing Services and Cooperations between the Group and the Daimler Group.” In
addition, the Group is in the process of building its own independent IT resources to replace services that will
not otherwise be transferred from Daimler AG. Together with strategic partner Infosys, an IT service provider,
the Group is also transforming its IT operating model and infrastructure landscape across workplace services,
its service desk, data center, networks and SAP Basis. The partnership is expected to enable the Group to
deepen its focus on software engineering and to establish a fully scalable on-demand digital IT infrastructure
and anytime-anywhere workplace.
Daimler’s internal framework for IT security is based on international standards and its protective measures
also apply industry standards and general best practices. New regulatory requirements for cyber security and
cyber security management systems are considered in the further development of the Group’s processes and
policies. The Group strives to identify cyber threats over the entire lifecycle of applications and systems, and
deal with these threats in line with their perceived seriousness. Cyberattacks are continuously monitored and
addressed by the Group’s Cyber Security Team. The Group pays particular attention to risks that could result in
the disruption of business processes due to the failure of IT systems or which could cause the loss or corruption
of data. The Group uses coordinated technical and organizational security measures to address the advancing
digitization and connectivity of its production equipment and products.
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10.14 Employees
10.14.1 Employee Statistics
The following table sets forth the number of employees of the Group (headcount) by segment as of the dates
set out in the table below.
Active workforce as of
December 31, December 31, December 31, September 30,
2018 2019 2020 2021
Trucks North America . . . . . . . . . . . 23,463 23,603 22,859 26,076
Mercedes-Benz . . . . . . . . . . . . . . . 40,728 41,757 40,982 41,301
Trucks Asia . . . . . . . . . . . . . . . . . 15,340 14,869 15,642 15,986
Daimler Buses . . . . . . . . . . . . . . . . 15,324 15,824 15,585 14,972
Financial Services . . . . . . . . . . . . . . 1,387 1,387 1,387 1,392
Reconciliation . . . . . . . . . . . . . . . . 1,351 1,580 1,825 1,823
Group . . . . . . . . . . . . . . . . . . . . . 97,593 99,021 98,280 101,550
The following table sets forth the number of employees of the Group (headcount) by geographic region as of
the dates set out in the table below.
Active workforce as of
December 31, December 31, December 31, September 30,
2018 2019 2020 2021
Europe . . . . . . . . . . . . . . . . . . . . . 47,622 48,129 47,499 46,152
North America . . . . . . . . . . . . . . . . 24,731 24,808 24,172 27,494
Asia . . . . . . . . . . . . . . . . . . . . . . 14,770 14,257 15,136 15,496
Latin America . . . . . . . . . . . . . . . . 9,542 10,658 9,664 10,548
Other markets . . . . . . . . . . . . . . . . 929 1,170 1,809 1,861
Group . . . . . . . . . . . . . . . . . . . . . 97,593 99,021 98,280 101,550
The following table sets forth the number of employees of the Group (headcount) by function as of the dates
set out in the table below.
Active workforce as of
December 31, December 31, December 31, September 30,
2018 2019 2020 2021
Production and logistics . . . . . . . . . . 64,783 65,706 65,637 69,001
Marketing, sales and service . . . . . . . 20,467 20,611 20,263 20,134
R&D . . . . . . . . . . . . . . . . . . . . . . 4,900 5,165 5,100 5,045
Other areas . . . . . . . . . . . . . . . . . . 7,443 7,540 7,280 7,371
Group . . . . . . . . . . . . . . . . . . . . . 97,593 99,021 98,280 101,550
There has been no material change in the average number of employees in the period from September 30, 2021
until the date of this Prospectus.
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of joint arbitration committees, recruitment and training processes (e.g., obligations to hire internal job
applicants in case of equal qualification).
In various countries employee representative bodies have been established which enjoy various information,
consultation and certain co-determination rights in relation to social, personnel and economic matters. For
example, in Germany several works councils, as well as economics committees (Wirtschaftsausschüsse),
speakers’ committees for executive employees (Sprecherausschüsse), youth and apprentices representative
bodies as well as representative bodies for severely disabled employees exist which together enjoy a broad
range of information and consultation rights relating especially to personnel, social and economic matters,
including with regard to dismissals, compensation and benefits schemes and in connection with planned
restructurings or redundancies. Also, special joint works councils (Gemeinschaftsbetriebsräte) which jointly
represent employees of Daimler Truck AG and other companies, in particular of Daimler AG and of Mercedes-
Benz AG, were set up pursuant to collective bargaining agreements on works council structure. On an
international level, the Group is planning to establish employee representation bodies such as a European works
council and a world employee committee which will have information and consultation rights in relation to
certain transnational matters, similar to those currently in place at the Daimler Group. In addition, some Group
companies are subject to employee co-determination at supervisory board level. At Daimler Truck AG and at
EvoBus GmbH, half of the members of their respective supervisory board are employee representatives
(i.e., employees and union representatives) who are elected by the workforce.
Collective agreements entered into with works councils and other employee representative bodies govern—in
addition to the existing collective bargaining agreements with trade unions—a broad range of employment
conditions and other collective matters at the Group companies where such bodies have been established, e.g.
in Germany. Moreover, in addition to applicable protections under collective bargaining agreements, these
agreements among other topics also provide for protection of employees as well as for enhanced information
and consultation rights of employee representatives, for example in connection with lay-offs, restructurings,
reorganizations and other corporate actions. For example in Germany, there are so-called framework social
plans (Rahmensozialpläne) in place obliging the employer to pay certain minimum severance amounts in case
of redundancies and relocation allowances in case of relocations. Site guarantees (Standortsicherungen) have
been agreed in principle for all own retail dealerships (Niederlassungen) as well as for the truck stores in
Bremen, Recklinghausen, Köngen and Munich. Until the end of 2022 the protected sites must not be sold or
shut down and other reorganizations of the sites are also restricted. A similar site guarantee has been agreed for
the headquarter of the Mercedes Benz Vertriebsorganisation Deutschland in Berlin/Brandenburg which applies
until the end of 2025.
There is also a collective agreement in place for the operation in Mannheim (Daimler Truck AG), providing,
among other things, for commitments to manufacture certain products at this site until the end of 2031 and to
extend and renovate existing facilities. Similar commitments based on works council agreements also exist for
other sites which cover, for example, the transformation of individual sites to centers of competence for certain
components or technologies and a commitment which is valid until the end of 2029 that certain future vehicles
will be manufactured at the site in Wörth. In addition, works council agreements have been concluded in
Germany on the securing of the Group’s future (Zukunftssicherung) which generally exclude dismissals for
operational reasons until the end of 2029 for the German workforce. These agreements also stipulate specific
information and consultation obligations vis-à-vis the employee representatives in the supervisory board in
relation to planned transactions and enhanced information and consultation obligations vis-à-vis the economics
committee, e.g., in relation to new products or technologies to be introduced. Further commitments on the
protection of employment exist for other locations. For certain sites in the U.S. the Group is, inter alia, under a
contractual obligation towards the unions to build a certain number of trucks which effectively guarantees a
minimum headcount and which is in effect until 26 April 2024.
The Group estimates that, apart from the above-mentioned temporary protection pursuant to the works council
agreements on the securing of the Group’s future, approximately 2,400 of the Group’s employees in Germany
enjoy some form of special protection against dismissal, not only due to explicit commitments by the employer
or under collective agreements, but also for other reasons, in particular due to statutory or contractual
provisions regarding, inter alia, dismissal protection in connection with maternity, parental leave, disability or
works council membership.
The applicable collective agreements restrict the Group’s flexibility to make adjustments to its workforce, to
reduce its labor costs and to implement reorganization, restructuring or similar corporate measures, even where
the Group’s management has concluded that such actions are necessary in light of economic conditions or
market developments and where the failure to do so, or the failure to do so in a timely manner (in particular,
compared to the Group’s competitors) could have a material adverse effect on the Group’s business, financial
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condition, results of operations and prospects. The Group may also become subject to new collective
agreements, including regular wage increases under industrywide collective bargaining agreements, which may
increase the Group’s operating costs.
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In the U.S. pension benefits are also granted under a variety of pension plans. The majority of active defined
benefit plans are sponsored by the employees and partially matched by employer contributions while most
purely employer-sponsored defined benefit plans are closed for new entries and/or further accruals. In general,
the U.S. plans provide for retirement and disability benefits. As of 2020, the Pension Benefit Guarantee
Corporation’s (“PBGC”) funding target attainment percentage for all of the Group’s defined benefit plans was
above 80% and, accordingly, no filing of certain financial and actuarial information with PBGC was required.
Defined benefit plans in Japan are mostly frozen so that no significant new entitlements can be earned under
these plans.
10.15 Sustainability
Sustainability is an integral part of the Group’s business strategy. The Group believes it can only remain
successful over the long-term if it conducts its business operations responsibly. By doing so, the Group seeks to
generate economic, environmental and social added value for all of its stakeholders: customers, employees,
investors, business partners, and society as a whole.
The demand for trucks and buses is expected to continue to grow as global economic growth drives the need
for transportation of goods and passengers. That potential growth also presents a key challenge. The Group
believes that such growth in transport cannot occur sustainably with existing technologies and existing working
processes but must be based on a sustainable business strategy.
Upon completion of the Spin-off, the Group plans to continue its efforts that were decided as part of the prior
Daimler AG sustainable business strategy, but also intends to refocus its activities and ambitions more
specifically on the worldwide truck and bus business. Accordingly, sustainability will continue to be an integral
part of the Group’s business strategy. The Group’s sustainability activities will be based on global guidelines
such as the UN Sustainable Development Goals, the UN Global Compact Guiding Principles and the UN
Charter on Human Rights along the ESG areas. The Group undergoes private ESG corporate assessments by
third party ESG consultants as part of its broader ESG commitment. The Group also seeks to address the needs
of external and internal stakeholders while adapting to global sustainability trends.
To this end, the Group will focus even more intensely on sustainability by taking environmental aspects, the
societal impact of its activities and its corporate governance values into account when formulating its business
strategy. The Group wants to drive transformation of the industry towards efficient and emission-neutral
transportation by advancing innovative and sustainable transportation safely and responsibly and seeing
sustainable corporate governance at the heart of its leadership.
10.15.1 Environment
Sustainable products
The Group aims to offer only new vehicles in Europe, North America and Japan that are CO2 neutral in driving
operation (tank-to-wheel) by 2039. Fully CO2-neutral transport only works based on electric powertrains, and
accordingly, the Group is developing two kinds of electric vehicles: battery-powered, where batteries are
charged with electricity, and hydrogen-powered, which are fueled by hydrogen, stored in tanks, and converted
into energy by fuel cells.
As of Autumn 2021, the Group has started the series production of its fully battery-electric heavy-duty truck,
the eActros. With the eCitaro, the Group already has a fully battery-electric bus already in series production.
The Group is making significant investments in its Portland manufacturing plant as it prepares for production
of the Freightliner eCascadia and eM2, its first battery-electric medium- and heavy-duty trucks planned for the
start of series production in 2022. The Group will continue to expand its technology path in the future and
explore the potential of different battery technologies and charging options. Given the importance of ensuring
the right infrastructure is in place to support these CO₂-neutral trucks on the road, the Group plans to work
with other leading commercial vehicle manufacturers to establish a high-performance charging network across
Europe. The joint aim of these efforts is to initiate and accelerate the build-up of charging infrastructure in
order to enhance customer confidence and to support the EU’s planned transformation to climate-neutral
transportation by 2050.
In the second half of the decade, the Group aims to expand its series production portfolio to fuel-cell electric
trucks. Together with Volvo as part of the joint venture cellcentric, the Group intends to develop, manufacture
and market series production-ready fuel-cell electric systems for use in heavy-duty commercial vehicles and
other applications. To jointly drive the adoption of hydrogen-based fuel cell trucks in Europe, the Group
recently entered a strategic partnership with Shell. With this partnership the Group plans to support the
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decarbonization of road freight by building-out hydrogen-refueling infrastructure and placing fuel cell-powered
trucks in customers’ hands.
10.15.2 Social
Traffic Safety & Connected Vehicles
The Group’s sustainable business strategy includes the vision of accident-free driving as a potential major
contribution to society. For the Group, accident-free driving means comprehensive protection for all road users.
In order to make this vision a reality, alongside its existing top safety features within its vehicles, the Group is
focusing on the further development of its driver assistance and autonomous driving systems in particular. The
Group’s dual-track strategy for autonomous driving includes investing in both its partnership with Waymo and
its own in-house research on autonomous driving via its subsidiary Torc.
From a sustainability perspective, autonomous driving technology, in particular SAE Level 4 (the most
advanced level, which will eliminate the need for drivers) offers considerable advantages in many areas. SAE
Level 4 trucks, once they are commercially deployed, are expected to contribute significantly to safer roads and
more sustainable transport solutions. SAE Level 4 trucks can also improve efficiency and productivity, among
other things through higher utilization of the vehicles due to the absence of drivers.
The Group is continuously seeking to advance the digitalization of its commercial vehicles. Many customers
already take advantage of the benefits offered by the Group’s connected services, such as increased availability
and efficient repair and maintenance management, which advance sustainability goals by reducing fuel
consumption and increasing the efficient usage of each vehicle. Fully connected vehicles can anticipate repair
and maintenance requirements and provide recommended courses of action in real time by continuously
monitoring the status of vehicle systems and optimizing route planning to reduce fuel costs, e.g., via the
Group’s FleetBoard Connectivity Platform.
Data Responsibility
Consistent data responsibility is also an integral part of all of the Group’s business activities, including with its
employees. Connectivity, digitalization, and the ability to process large amounts of data are becoming
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increasingly important for the Group. The Group prioritizes the responsible handling and protection of such
data as part of its vision of mobility which includes the protection of individuals’ privacy. To that end, the
Group prioritizes compliance with the GDPR and other applicable data protection regulations in the markets in
which it operates. It also designs products and services with the needs of customers in mind and strives to
ensure that customer data is managed responsibly.
Human Rights
The Group aims to ensure that human rights are respected in its own business units, as well as by business
partners and suppliers. This commitment stretches from the mine where raw materials are extracted, via the
processing companies, and all the way to the Group’s own production plants, sales organization, and customers.
That is why the respect of human rights is a fundamental component of responsible corporate governance for
the Group. Motivating factors for this commitment include the new challenges associated with the expansion of
e-mobility. More specifically, there are concerns throughout society that the raw materials needed to
manufacture electric vehicles might possibly be obtained under conditions that violate human rights. Wherever
appropriate, the Group strives to work together with various associations, organizations, and competitors to
promote the responsible procurement of raw materials.
The Group is also firmly committed to the UN Guiding Principles on Business and Human Rights and the
German government’s National Action Plan for Business and Human Rights. The principles contained in these
documents collectively require that potential or actual negative impacts on human rights within business
activities are prevented or mitigated and adequate processes to exercise due diligence are established.
Human Resources
The Group aims to be a highly attractive employer. To achieve this goal, the Group has a number of initiatives
and activities for all employees that it aims to continually enhance, including by maintaining a strong focus on
diversity and inclusion as well as on health and safety of its employees. Respecting data privacy in this context
is also one of the Group’s daily goals. The Group actively engages in training its employees to be ready for all
tasks related to the ongoing transformation of its business for the future. This is supported by the Group’s
“Digital Readiness Program” which aims at creating a common foundation of understanding and empowering
employees to collaborate and master digital business transformation.
10.15.3 Governance
Governance Structure
The Group’s management and organizational structures are intended support its sustainability goals with a
strong sustainability governance by establishing clear lines of responsibility for its sustainability activities
within all business divisions.
Building on the strong sustainability governance of Daimler AG, the Group’s central management and decision
body for all sustainability issues is incorporated at the Management Board level as a Sustainability Board. The
CEO is explicitly responsible for sustainability matters of the Group. A Sustainability Committee at the upper
management level is expected to coordinate all working and strategic activities on ESG matters while also
including representatives of all business units. Further working groups are planned to be established and
managed by representatives from various departments, including Research & Development, Production,
Procurement, Group Strategy, Human Resources, Finance & Accounting, External Affairs and Group
Communications. Details of these functions and roles are in the course of being established. A Steering
Committee for sustainability matters is planned to have direct access to the Sustainability Board on a
Management Board level. Within the Legal & Compliance department, a dedicated department for ESG handles
governance matters for the Group’s sustainability efforts.
Compliance
Part of a strong corporate governance model is also a strong and effective compliance management system.
Please see “10.16 Risk Management and Compliance.”
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awareness at the group. This risk management system is integrated into the value-based management and
planning system of the Group and is a fixed component of the overall planning, management and reporting
process in the Group’s companies, segments and corporate functions.
Responsibility for operational risk management and for the risk management processes lies with the Group’s
segments, corporate functions, organizational entities and companies. These report on the specific risks and
opportunities to the next-higher level unit on a regular basis. Significant, unexpected risks are required to be
reported on immediately. Through the segments, this information is passed on to Group-level risk management
for reporting to the Management Board and the Supervisory Board. The Group’s Risk Management Committee
(“GRMC”) is responsible for the continual improvement of the risk management system and for assessing its
efficiency and effectiveness. The GRMC is composed of representatives of Accounting & Result Management,
Legal and Compliance and the CFOs of the segments. It is chaired by the Management Board member of the
Group responsible for Finance & Controlling. The Internal Auditing department contributes material findings
on the internal control and risk management system.
The Legal and Compliance function is combined in a single executive division at the Group level. The Legal
and Compliance function supports all of the Group’s corporate units to embed these topics into daily business
routines. The Group has also instituted a Compliance Management System (“CMS”) consisting of the
following pillars:
• Compliance values. The Group expects employees to comply with laws and regulations and to put the
Group’s values into practice. These elements are defined in the Group’s Integrity Code.
• Compliance objectives. The central objectives of the Group’s compliance activities are respect for and
protection of human rights, compliance with anti-corruption regulations, the maintenance and
promotion of fair competition, the compliance of the Group’s products with technical and regulatory
requirements, adherence to data protection laws, compliance with sanctions and the prevention of
money laundering and terrorist financing.
• Compliance organization. The Group’s compliance and legal affairs organization is structured
divisionally, regionally and along the value chain. The Group’s Compliance Board provides guidance
regarding overarching compliance topics and monitors activities to see whether the Group’s
compliance measures are effective. The Board’s mission is to react promptly to changes in business
models and the business environment, deal with regulatory developments and continuously enhance
the Group’s CMS. The Compliance Board consists of representatives of the compliance and legal
affairs departments. It generally meets twice a year with additional meetings for cause and is chaired
by the Chief Compliance Officer.
• Compliance risks. The Group examines and evaluates Group companies and corporate departments
systematically on a regular basis in order to minimize compliance risks. The results of these analyses
are the foundation of the Group’s compliance risk control.
• Compliance program. The Group’s compliance program comprises principles and measures that are
designed to minimize compliance risks and prevent violations. Individual measures are based on the
knowledge gained through the Group’s systematic compliance risk analysis.
• Communication & training. The Group conducts ongoing knowledge sharing and an open dialog with
employees to ensure compliance in the Group.
• Monitoring & improvement. The Group monitors the processes and measures of its CMS annually
and conducts analyses to find out whether measures are appropriate and effective. It also monitors
processes regularly on the basis of metrics such as the duration and quality of individual processes.
In addition, the Group maintains a whistleblower system through its Business Practices Office which allows
any employees, business partners or external whistleblowers to report misconduct anywhere in the world at any
time. The Group also actively monitors the specific areas of compliance with further targeted measures. For
anti-corruption compliance, the Group has a specific compliance program based on the Group-wide CMS. For
technical compliance and adherence to regulatory requirements related to the product creation and approval
process, the Group has a Technical CMS in place to provide guidance to employees. The Group has addressed
the growing importance of connectivity, digitization and corresponding regulatory requirements such as the
EU’s GDPR with data compliance measures with a Data CMS. The Data CMS supports the systematic
planning, implementation and monitoring of compliance with data protection requirements. KPMG audited the
compliance management systems of Daimler AG for corruption prevention, antitrust and technical compliance
in accordance with the Assurance Standard 980 of the Institute of Public Auditors in Germany. These audits
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were successfully completed at the end of 2016 (antitrust compliance), 2019 (anti-corruption compliance) and
2020 (technical compliance). The audit of design appropriateness of the Group’s Data Compliance Management
System was also successfully completed by KPMG in 2019. Furthermore, in 2021, KPMG has re-audited the
Group’s Antitrust Compliance Management System for Daimler AG. The aforementioned assurance
engagements were conducted by KPMG for Daimler AG, however, selected subsidiaries of the Daimler
Truck Business have been part of these engagements during the decentralized audit.
To ensure compliance by sales partners and suppliers, the Group also has a set of business partner compliance
in place, including a Sales Business Partner Due Diligence Process to identify possible integrity violations. The
Group’s procurement units also work to continuously improve processes for selecting and cooperating with
suppliers. To address anti-financial crime laws and regulations, the Group uses an integrated compliance
approach by checking against current sanctions lists prior to implementing measures to prevent money
laundering and terrorist financing.
To ensure that human rights are respected and upheld at Group companies and at suppliers, the Group conducts
risk-based and systematic monitoring. The Group uses a due diligence approach to monitor human rights risks
within Group companies, at the Group’s direct suppliers (tier 1) and at suppliers beyond the tier 1 level on the
basis of potential risks. The results of the risk analysis are incorporated into the development of targeted
measures for minimizing human rights risks.
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amount of such overcharge, customers may benefit from certain facilitations of evidence under the applicable
procedural rules.
The damage claims could result in substantial liabilities for the Group, including as a result of the Group
indemnifying Daimler AG for liabilities attributable to the business of the Group as well as significant costs
expended for defense measures, which may have a material adverse effect on its operations and, financial
condition. In addition, such proceedings entail a significant reputational risk for the Group.
During the Period of Infringement, Daimler AG’s truck business sold a substantial number of medium- and
heavy-duty trucks in member states of the European Economic Area.
As of the date of this Prospectus, in total approximately 68,000 customers have already claimed damages
against Daimler before courts, as well as out of courts. The claims relate to several hundred thousand trucks
sold by the Group. Approximately 1,800 lawsuits are currently pending before courts against Daimler AG
and/or the Group, including inter alia lawsuits filed in Germany, the United Kingdom, the Netherlands and
Spain. These numbers do not include payment orders, passive third-party notices, and pre-action disclosure
cases. While, particularly in Spain, a large number of individual claims were filed, truck customers in various
jurisdictions have initiated or joined lawsuits against Daimler AG or other truck manufacturers or assigned their
claims to claim aggregators. It can be expected that further truck customers will initiate proceedings and/or join
class actions in some jurisdictions. The value of the claims (Streitwerte) differs significantly, as some only
relate to a small number of trucks allegedly concerned by the anticompetitive practices, while others concern a
much greater number.
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issued an interim judgement according to which the claim cannot be already dismissed at the current stage but
a substantiation of the damages suffered by the claimants is still outstanding. Certain more recent claims were
then also joined in March 2020 in a second batch. Certain other claims which were filed afterwards have not
been joint with the others yet. Further, in September 2020, a class action against another European truck
manufacturer has been filed. The claim has no direct consequences for Daimler and/or the Group but may,
however, serve as a precedent for later proceedings once a judgement has been handed down.
In the United Kingdom, less than 20 lawsuits were filed in relation to trucks of the Group before London
courts. Additionally, more than 20 lawsuits were filed in Scotland and one in Northern Ireland. Furthermore,
two applications to commence collective proceedings (class actions) were filed at London courts: one brought
by Road Haulage Association (opt-in class action, i.e. claimants need to take active steps to join the class), and
the other by UK Trucks Claim Limited (opt-out class action, i.e. claimants are automatically part of the class
but may opt out, alternatively opt-in class action, in relation to all medium- and heavy-duty trucks sold in the
UK between January 1997 and January 2011). The Group currently expects that the Competition Appeal
Tribunal will announce its decision in relation to these two applications in the fourth quarter of 2021. Subject
to the outcome of such first instance decisions, the Group intends to vigorously defend any decision certifying
claims for inclusion in collective proceedings. The Group sold up to 85,000 trucks in the United Kingdom
during the infringement period. Although neither Daimler nor the Group are a respondent to the application
brought by Road Haulage Association, Daimler filed an application to intervene, which will be adjourned until
after the Competition Appeal Tribunal has given judgement on the inclusion of the claims in collective
proceedings.
As of the date of this Prospectus, in Spain, the number of lawsuits pending before courts in relation to trucks of
the Group amounts to more than 1,000, the majority of which are individual lawsuits. First instance decisions
have been rendered in more than 300 proceedings. A number of these cases have been dismissed, including
some judgements that are already legally binding. In more than 250 cases, the claims were at least partially
upheld in the judgement. All these judgements are appealed or Daimler and/or the Group are considering
appealing such judgements where this is legally permissible. Only in two cases, where the claims have been
upheld in the first instance the judgement became legally binding. There are already judgements of the courts
of the first instance, sentencing Daimler to compensate for damages, which have been dismissed by the court of
appeal in a legally binding decision. All appeal decisions upholding the claims against Daimler have been
appealed or Daimler and/or the Group are considering appealing these, in case legally permissible. While the
number of lawsuits in Spain is comparably high, the number of trucks per lawsuit is significantly lower than in
the other jurisdictions outlined above. Notably, a Spanish law firm acts for several claimants and has already
filed several hundred lawsuits. Further, the law firm announced several thousand individual claims against
Daimler and other truck manufacturers.
Another application for certification of a class action is currently pending in Israel before the District Court of
Lod. As for the United Kingdom, the class has not been certified as of the date of this Prospectus.
Other jurisdictions with claims pending in national courts in which Daimler and/or the Group is involved,
include (as of the date of this Prospectus) in particular: Austria, Belgium, Denmark, Estonia, France, Hungary,
Ireland, Italy, Lithuania, Norway, Poland, Portugal, Romania and Slovakia.
In some cases, national courts have already handed down judgements, some dismissing the claims, but some
given against Daimler.
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Under the EUR 18 Billion Credit Facilities Agreement, the facilities available include a EUR 13 billion term
loan facility (the “Bridge Facility”) and a EUR 5 billion multicurrency revolving credit facility (the
“Revolving Credit Facility”) which includes a CAD and a USD swingline facility with shortened drawing
notice periods. The swingline facilities can be used in an amount of up to CAD 250 million or, as the case may
be, USD 750 million. The Bridge Facility can be used for general corporate purposes, including the financing
or refinancing of the acquisition of assets and business from Daimler AG and its subsidiaries in connection
with the spin-off. The Revolving Credit Facility may be used for general corporate purposes. The swingline
facilities can be used for the refinancing of any notes or other instruments maturing under any CAD or USD
commercial paper program of a member of the Group, however, excluding any repayment or prepayment of
another CAD or USD swingline loan.
A draw-down under both facilities will be possible after the fulfillment of the relevant conditions precedent
(which include, inter alia, evidence of the registration of the Spin-off and the Hive Down in the commercial
register of Daimler AG as the transferring entity and the registration of the Capital Increase Against
Contribution in Kind III in the commercial register of the Company). The availability period during which any
draw-downs can be made will start from the earlier of (i) the date falling three months after the signing date
(i.e. November 6, 2021) and (ii) the Spin-off effective date (the “Start Date”). The Spin-off effective date is
the later of the date on which (i) the Spin-off is registered in the commercial register (Handelsregister) of
Daimler AG as the transferring entity (übertragender Rechtsträger), (ii) the Hive-Down is registered in the
commercial register (Handelsregister) of Daimler AG as the transferring entity (übertragender Rechtsträger) or
(iii) the Capital Increase Against Contribution in Kind III is registered in the commercial register of the
Company. The Bridge Facility has an initial term of twelve months from the Start Date with an option for
Daimler Truck AG to exercise up to two extensions of six months each, each of which may be exercised in the
free discretion of Daimler Truck AG, provided, however, that the Bridge Facility may only be utilized until the
date falling seven months after the effective Spin-off date.
The Revolving Credit Facility (with the accompanied swingline facilities in CAD and USD) will be available
for five years from the Start Date and is also subject to the exercise of two extension options. The first
extension option in relation to the Revolving Credit Facility can be exercised prior to the first-year anniversary
of the Start Date and such extension will be for one year. The second extension option in relation to the
Revolving Credit Facility can be exercised prior to the second anniversary of the Start Date. In connection with
the second extension option Daimler Truck AG may request an extension of the term of the Revolving Credit
Facility loans by (i) a further year, in case of lenders who have consented to the first extension option or
(ii) one or two years, (A) in case of any lenders who have not consented to the first extension option or (B) in
case no first extension request was delivered. Each revolving lender is free to decide whether or not it is
willing to agree to such extension of the Revolving Credit Facility. In any event, the termination date for the
Revolving Credit Facility shall not be extended beyond the date falling seven years after the Start Date and no
more than two extension notices shall be delivered in this respect.
The loans will bear interest at a variable currency-related reference rate (EURIBOR, CDOR or, as the case may
be, LIBOR) plus a margin per annum. For purposes of the Bridge Facility, the margin will periodically increase
from the Start Date. The margin for a revolving loan will depend on the credit rating assigned to Daimler
Truck AG by Moody’s and Standard & Poor’s and/or by any other internationally recognized rating agency.
The EUR 18 Billion Credit Facilities Agreement also provides for a rate switch mechanism pursuant to which
the refence rate (including LIBOR) for any risk-free rates currencies (including USD) will be changed to a risk
free rate (SOFR in case of USD) upon the occurrence of certain rate switch trigger events. A rate switch trigger
event is given, inter alios, in case the relevant screen rate is discontinued or is no longer used or if LIBOR is
declared to no longer be representative of the underlying market or the economic reality. In addition, the
EUR 18 Billion Credit Facilities Agreement provides for other fees and indemnifications in favor of the
lenders.
The loans and, as the case may be, available commitments under the Bridge Facility will be required to be
mandatorily prepaid or, as applicable, cancelled in an amount equal to 90% of the available net proceeds
received by the Group from certain capital market proceeds or proceeds from syndicated loan facilities (subject
to relevant limitations and exceptions as agreed in the EUR 18 Billion Credit Facilities Agreement).
The EUR 18 Billion Credit Facilities Agreement provides for a change of control mandatory prepayment event
for a change of control in the Company following the Spin-off effective date which entitles each lender (after
the expiry of a certain negotiation period) to cancel its commitments and/or demand prepayment of any
outstanding amounts under the facilities (the Spin-off does not constitute a change of control).
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The EUR 18 Billion Credit Facilities Agreement also contains negative pledge restrictions on granting security
for any financial indebtedness as long as the amounts under the EUR 18 Billion Credit Facilities Agreement or
other finance documents are outstanding, with certain exceptions. In addition, there are further restrictions on
disposal of shares by Daimler Truck AG or any of its subsidiaries that would cause Daimler Truck AG to lose
the majority of the capital and voting stock in the other borrowers. Furthermore, the EUR 18 Billion Credit
Facilities Agreement contains an undertaking to ensure that the claims of the lenders against the borrowers and
each guarantor rank at least pari passu with the claims of all of its other unsecured and unsubordinated
creditors. The EUR 18 Billion Credit Facilities Agreement does not include any financial covenants. Following
the Spin-off effective date, Daimler Truck Holding AG is subject to the same restrictions as Daimler Truck AG.
Subject to certain exemptions and cure periods, the lenders are entitled to accelerate and terminate the EUR 18
Billion Credit Facilities Agreement in a number of circumstances, including, but not limited to, (i) non-payment
of certain amounts payable under the finance documents by a borrower or a guarantor, (ii) failure to comply
with any other obligations under the finance documents, (iii) misrepresentations, (iv) cross payment default/
acceleration (in case of non-payment) in relation to the borrowers, guarantors or any finance subsidiary in
respect of financial indebtedness, which in aggregate exceeds a certain threshold, (v) if grounds for the
commencement of insolvency proceedings against a borrower or guarantor arise or such proceedings are
initiated, or (vi) unlawfulness of invalidity of obligations of a borrower or a guarantor.
The financing commitments under the EUR 18 Billion Credit Facilities Agreement were syndicated to more
than 20 banks whereby the Banks or affiliates of the Banks (except for Berenberg) have either maintained their
lending position or have become new lenders. The syndication was executed at the end of September 2021.
10.19 Insurance
The Group’s objective with respect to insurance is to minimize the risk of financial loss at a reasonable cost
and with appropriate deductibles and the Group believes that its insurance coverage is adequate for its
operations. The Group believes that the Company and its subsidiaries have reasonable insurance protection, to
the extent customary in the industry. The Group currently participates in the insurance framework of
Daimler AG due to its historical ownership of the Group. Through these arrangements, the Group has insurance
coverage in place in relation to a number of risks associated with its business activities, including general
liability, product liability, property damage and business interruption, cargo, cyber, credit and directors and
officer’s (“D&O”) insurance. The Group currently intends to remain under the insurance framework of
Daimler AG until the next expiration of the Daimler AG policies, which will generally occur on December 31,
2021. At present, the Group plans to enter into new insurance contracts for mainly similar levels of coverage as
previously held under Daimler AG, with such coverage to begin generally on January 1, 2022 (concurrent with
the end of its prior coverage) with the exception of cyber insurance coverage, which the Group intends to
maintain through Daimler AG at least through the end of 2022. Furthermore, as of the Spin-off, members of the
supervisory and management board of Daimler Truck AG and its subsidiaries will no longer be part of Daimler
AG’s D&O insurance policy. It is intended to have separate D&O insurance in place for the Company and its
subsidiaries upon completion of the Spin-off.
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11 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
In accordance with IAS 24, transactions with persons or companies that are, inter alia, members of the same
group as a company or that are in control of or controlled by a company must be disclosed unless they are
already included as consolidated entities in a company’s consolidated financial statements. Control exists if a
shareholder owns more than one-half of the voting rights in a company or, by virtue of an agreement, has the
power to control the financial and business policies of a company’s management. The disclosure requirements
under IAS 24 also extend to transactions with associated companies and joint ventures, as well as transactions
with persons who exercise significant influence on a company’s financial and business policies, including all
persons in key positions and their close family members. This includes the members of the management board
and supervisory board and close members of their families, as well as those entities over which the members of
the managing board and supervisory board or their close family members are able to exercise a significant
influence or in which they hold a significant share of the voting rights.
Set forth below are details of such transactions with related parties in the fiscal years ended December 31,
2020, 2019 and 2018 and for the current fiscal year up to and including the date of this Prospectus. Further
information on related-party transactions, including quantitative amounts, are contained in the Notes to the
Audited Combined Financial Statements and the Unaudited Condensed Interim Combined Financial
Statements, which are included elsewhere in this Prospectus. Business relationships between companies of
the Group are not included.
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consummation of the Demerger and Hive-down Agreement: (i) in the amount of EUR 1,987 million to enable
Daimler Truck AG (or its subsidiaries) to acquire and build up the commercial vehicles-related financial
services business and to acquire companies, business activities and economic goods (including rights to use
trademarks and patents) attributable to the trucks and buses division, (ii) in the amount of EUR 250 million to
strengthen the assets held to cover the pension obligations, and (iii) in the amount of EUR 3,143 million to
ensure, on the whole, that Daimler Truck AG has an adequate equity base.
The Demerger and Hive-down Agreement contains, among others, the following annexes: (i) a draft
contribution agreement between Daimler Grund and Daimler Truck AG (for details see “3.2.2 Separation of
Trucks and Buses Business from Cars and Vans Business” “Allocation of Real Estate Management
Partnerships”), (ii) a draft agreement on post-formation and contribution between Daimler Grund and the
Company (for details see “3.3.3 Contributions in Kind and Post-Formation Audit”), (iii) the future Articles of
Incorporation of the Company, (iv) the authorization for the acquisition and use of own shares pursuant to
section 71 para. 1 no. 8 of the German Stock Corporation Act (Aktiengesetz) (see “15.4 Authorization to
Purchase and Use Treasury Shares”), (v) the Deconsolidation Agreement (as defined below) and (vi) the
Group Separation Agreement (as defined below).
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the Deconsolidation Agreement. The Deconsolidation Agreement is valid until the end of the fifth annual
general meeting of the Company following the annual general meeting of the Company in 2022. If the
Deconsolidation Agreement is not ordinarily terminated until no later than six months prior to its expiry, it will
in each case be extended until the end of the fifth annual general meeting following the termination of the
Deconsolidation Agreement that would otherwise have occurred. The Deconsolidation Agreement automatically
terminates if the aggregated direct and indirect shareholdings of Daimler AG in the Company fall below 20%
of the share capital of the Company. However, the termination of the Deconsolidation Agreement is subject to
the condition precedent that all merger and investment control regulations have been complied with, with the
consequence that the termination of the Deconsolidation Agreement may be consummated in accordance with
the respective applicable regulations.
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defined in the Demerger and Hive-down Agreement. However, the section provides for a number of
exceptions in this regard in which taxes are borne in deviation therefrom and may lead to
indemnification obligations between the parties, namely (i) taxes in connection with the subsequent
triggering of a contribution gain I (Einbringungsgewinn I) pursuant to section 22 para. 1 German
Transformation Tax Act (Umwandlungssteuergesetz), (ii) taxes resulting from tax groups with
Daimler Truck AG or companies of the Daimler Truck Group or a subsequent non-recognition of
such tax groups, (iii) taxes in connection with measures in the period from 2018 to 2021 for the
purpose of bundling the Cars & Vans and Trucks & Buses divisions; and (iv) taxes in connection with
mutual agreement procedures or harmful measures of a party (e.g. breach of duty to cooperate). On
the basis of such provisions, the Company is, among others, obliged to indemnify or compensate
Daimler AG and/or, as the case may be, Daimler Grund in the following cases: The Company shall
procure that certain partnership interests contributed to Daimler Truck AG are recognized at their
book values and that the required application with the competent tax office is filed in time. If the
Company violates these obligations it is obliged to indemnify Daimler AG and Daimler Grund from
any taxes assessed (or the reduction of tax loss carry forwards). The Company may be obliged to
indemnify Daimler AG and Daimler Grund from any taxes resulting from a contribution gain I
(Einbringungsgewinn I) that arises after the Spin-off (i.e. excluding taxes triggered by the Spin-off
itself) with respect to certain shares being subject to a lockup-period (sperrfristbehaftete Anteile) as a
consequence of restructuring measures that have been undertaken in the course of the separation of
the Trucks & Buses division, the contribution of the Gamma Partnerships and the Hive-Down. In case
the violation of the respective lockup-period has been caused by Daimler Truck AG or the Company,
the Company is obliged to pay to Daimler AG (or to Daimler Grund) an amount equaling the amount
of taxes assessed against Daimler AG or Daimler Grund (or the value of any reduction of tax loss
carry forwards). To the extent that certain measures that have been undertaken in order to separate the
Cars & Vans division from the Trucks & Buses division in 2018 to 2021 by way of a carve-out of
activities related to the Trucks & Buses division trigger taxes at the level of Daimler AG or a
company of the Daimler Group and there is a corresponding tax benefit at the level of a company of
the Daimler Truck Group (irrespective of whether the cash effect may only arise over time), the
Company shall compensate Daimler AG in an amount that equals the corresponding tax benefit
arising at the level of a company of the Daimler Truck Group. To the extent the taxes triggered at the
level of Daimler AG or a company of the Daimler Group exceed the tax benefit (or there is no tax
benefit) at the level of a company of the Daimler Truck Group, the Company shall bear 30% of such
amount (whereas 70% shall be borne by Daimler AG). Further provisions of Section II deal with the
assertion of respective claims and the scope and modalities of compensation. Moreover, the section
governs future cooperation in tax matters.
• Section III contains provisions on liability. It governs the allocation of responsibility between the
Daimler Division and the Daimler Truck Division for liabilities attributable to one or the other of the
Divisions. Accordingly, each of the parties shall be liable, in principle, for all liabilities, commitments
and contingent liabilities attributable to its respective Division. To the extent that liabilities,
commitments or contingent liabilities cannot be clearly allocated to the Daimler Division or the
Daimler Truck Division, the party whose Division is solely or predominantly responsible for the
creation of the respective liability or commitment or the respective contingent liability shall be liable.
If this cannot be determined either, Daimler AG and the Company shall be liable for the respective
liabilities, commitments or contingent liabilities in the ratio of 70% (Daimler AG) to 30% (the
Company). To the extent that a party or one of its group companies is held liable for a liability,
commitment or contingent liability for which the other party is liable, the liable party shall indemnify
the party against which claims have been asserted or its group company concerned. Moreover, the
section regulates the case of liability for the repayment of subsidies and state aid: To the extent that a
party or one of its group companies is held liable for repayment of subsidies or state aid granted prior
to the Spin-off taking effect due to a circumstance that was solely or predominantly caused by the
other party’s Division, the party whose Division was solely or predominantly responsible for the
repayment shall indemnify the party or its group company concerned that is obliged to make the
repayment. Further, the section governs the conduct of proceedings and acts of cooperation in the
event that a third party asserts a claim against a company of the Daimler Group or a company of the
Daimler Truck Group or initiates legal or administrative proceedings or announces such a claim or
such proceedings in writing and, according to the reasonable assumption of one party, the successful
assertion of the claim by the third party or the successful outcome of the proceedings for the third
party would lead to an indemnification claim of this party against the other party permitted under the
Group Separation Agreement. In addition, the section defines the scope and modalities of
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compensation of damage and indemnification and the passing on of any respective benefits. Finally,
the section clarifies that any claims of Daimler AG against its (former) members of corporate bodies
or employees in connection with the decision of the European Commission of July 19, 2016 (Case
AT.39824), including those against the relevant D&O insurers, shall remain in full with Daimler AG,
which shall have the sole power to assert or make dispositions in respect of them (in particular by
way of settlement) at its own expense. Daimler AG shall be exclusively entitled to any benefits in
this respect. If the benefits can only be rendered to the Company or one of its group companies, the
Company shall immediately pay an equal amount to Daimler AG.
• Section IV deals with the continuing relationships between the Daimler Division and the Daimler
Truck Division. The section governs information obligations and requirements for reporting by the
Company to Daimler AG. This serves to enable Daimler AG, in view of the deconsolidation of its
remaining (indirect) investment in the Company upon the Spin-off taking effect and the associated
presentation of this investment as an investment accounted for using the equity method in the
financial statements of Daimler AG, to properly prepare its accounts and to comply with the
corresponding disclosure obligations as of the spin-off taking effect. Moreover, the section contains
general provisions on the envisaged cooperation of the parties and on the transfer of documents and
data, including the obligation of the parties to comply with retention obligations and mutual
inspection rights in the event of a legitimate interest in documents retained by the respective other
party. Furthermore, the section provides for a so-called lock-up agreement pursuant to which
Daimler AG undertakes vis-à-vis the Company not to dispose of any of the shares in the Company
held directly or indirectly by Daimler AG at the time of the consummation of the Demerger and
Hive-down Agreement without the prior consent of the Company until the end of the day that is
36 months after the first day on which the shares in the Company are traded on the Frankfurt Stock
Exchange (the “GSA Lock-Up Period”). “Disposal”, in the preceding sense, shall include, regardless
of whether directly or indirectly, any sale, any transfer, any obligation to transfer, any pledge or any
other encumbrance, any disposition (whether in whole or in part, for instance with regard to the
voting rights or the commercial opportunities and risks, and whether legally or economically, in rem
or under the law of obligations) and any other conduct (act, toleration or omission) by Daimler AG
which is economically comparable to one or more of the above activities. This shall not apply to
Disposals to affiliated companies within the meaning of section 15 of the German Stock Corporation
Act (Aktiengesetz), to the intended indirect transfer of a participation of 5.0% in the Company as
security assets to Daimler Pension Trust e.V. following the consummation of the Demerger and Hive-
down Agreement as well as to any measures that are not caused by any conduct (action, toleration or
omission) on the part of Daimler AG. In this context, it is clarified, that the shares of the Company
held in trust by Daimler Pension Trust e.V. as security assets shall not be subject to any lock-up.
However, Daimler AG shall not be prevented from disposing of the shares of the Company subject to
the lock-up after the end of the day that is 12 months after the first day on which the shares of the
Company are traded on the Frankfurt Stock Exchange, without the prior consent of the Company, if,
in the opinion of the Management Board of Daimler AG, such a Disposal is necessary for the
purposes of prudent and conscientious management (section 93 para. 1 of the German Stock
Corporation Act (Aktiengesetz)), taking into account the economic and strategic considerations
applying at the relevant time. Exceptions to this shall be Disposals to a direct competitor of the
Company, which are not permitted within the GSA Lock-Up Period. Further, in the event of a
Disposal within the first six years after the first day on which the shares of the Company are traded
on the Frankfurt Stock Exchange, Daimler AG shall dispose of the relevant shares in the Company
primarily in such a way that the Disposal leads to an increase in the free float at the Company, unless
this form of Disposal would not be compatible with the duties of care of the Management Board of
Daimler AG (section 93 para. 1 of the German Stock Corporation Act (Aktiengesetz)). Finally, the
section contains customary confidentiality obligations.
• Section V contains provisions on the implementation of the Group Separation Agreement, including
provisions on the assertion and fulfillment of claims, the dispute resolution mechanism and the statute
of limitations.
• Section VI contains miscellaneous provisions, such as, for example, on the term and termination of
the agreement and severability clauses.
• The Group Separation Agreement contains a number of annexes, including: (i) the guiding principles
for the Financial Services Carve-out (see “11.1.1.1.4 Agreements on the Separation of Financial
Services Business”), (ii) the guiding principles for the Legal Entity Separation (see
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“11.1.1.1.5 Agreements on Separation of Trucks and Buses Business from Cars and Vans Business”),
(iii) the Basic Principles for the Separation of Central Functions and Mandated Functions
(see “11.1.1.1.6 Agreements on Separation of Central Functions and Mandated Functions”),
(iv) basic principles for IP License and Purchase Agreements (see “11.1.1.1.7 Intellectual Property
License and Purchase Agreements”), (v) the Basic Principles for the provision of Transitional
Services (see “11.1.1.2 Continuing Services and Cooperations between the Group and the Daimler
Group”) and (vi) the scope of the regular reporting of the Company to Daimler AG.
11.1.1.1.5 Agreements on Separation of Trucks and Buses Business from Cars and Vans Business
For the purpose of the final separation of the trucks and buses business from the cars and vans business, on
August 6, 2021, Daimler AG and Daimler Truck Holding AG, as part of the notarized Group Separation
Agreement (see “11.1.1.1.3 Group Separation Agreement (Konzerntrennungsvertrag)”), aligned on guiding
principles for local separation transactions. The principles contain general guidelines for the separation of the
trucks and buses business from the cars and vans business in the relevant jurisdictions and the necessary
transfer of the shares in companies or assets attributable to the trucks and buses business from Mercedes-
Benz AG or its subsidiaries to Daimler Truck AG or its subsidiaries, or vice versa, by way of various
transactions, including but not limited to, asset deals, share deals and divestitures to external parties (“Local
Separation Transactions”). The main steps for the final separation of the business divisions which have
already been implemented and which shall be implemented by or after December1, 2021, are presented in
“3.2.2 Separation of Trucks and Buses Business from Cars and Vans Business”.
The guiding principles, inter alia, include alignments on the valuations and the purchase prices of the shares in
companies or assets to be sold and transferred. Valuations shall generally be prepared using the discounted
cashflow method by an independent expert instructed jointly by Daimler AG and Daimler Truck AG, and these
valuations shall be updated as of the relevant closing date. The purchase prices shall be based on the relevant
valuations and shall be adjusted based on the relevant updated valuations. The estimated purchase price for the
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Daimler Trucks & Buses legal entities and operations that will be transferred to Daimler Truck AG prior to the
Spin-off amounts to approximately EUR 1.6 billion (see Note 29 of the Unaudited Condensed Interim
Combined Financial Statements). As regards representations and warranties as well as limitations of liability,
each local separation documentation in relation to the Local Separation Transactions shall only contain
customary title representations and warranties by the relevant transferring company and shall contain customary
limitations of liability for the relevant transferring company. Furthermore, the parties to the Local Separation
Transactions shall cooperate in good faith to ensure that each Local Separation Transaction is, to the extent
possible and practical, conducted in a tax efficient manner. In case of asset deals or demergers, the carve-out
scope shall comprise all assets, liabilities and contracts which are exclusively related to the relevant local cars
and vans or trucks and buses business being sold and transferred. As regards the sale and transfer of business to
external parties, inter alia, the relevant seller shall receive any and all rights, claims and benefits and assume
all risks, burdens and liabilities arising out or in connection with such transactions.
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distribution of products and the provision of services relating to commercial vehicles and buses with a
maximum permissible gross weight equal to or exceeding 7.49 tonnes in the following lines of
business: (i) commercial vehicles and buses, its chassis and engines and other technical drives, including
their parts, assemblies and vehicle spare parts, (ii) other traffic engineering products, (iii) electronic equipment,
devices and systems, (iv) communication and information technology, (v) mobility and transport services and
concepts, including ancillary services relating to vehicles with a permissible gross weight of less than
7.49 tonnes, (vi) banking and insurance transactions, financial and payment services and insurance brokerage,
and (vii) all other services related to the above products or services. In case of services, the license is limited to
services designed for certain products branded with the licensed trademarks. In the case of vehicles with a
maximum permissible gross weight of between equal to or exceeding 6.5 and less than 7.49 tonnes, there shall
be a mutual agreement between the parties in order to avoid trademark collisions. The license shall generally
not cover the use of the licensed rights in the field of corporate communications, e.g. as part of a company
name; however, there are several exemptions such as the use of certain domain names. Daimler Truck AG shall
generally be entitled to grant sublicenses to third parties as long as and to the extent that it is ensured that such
third parties meet certain quality requirements and as long as the third parties exclusively distribute products
under the licensed rights which have, in particular, been developed by Daimler Truck AG or by an affiliated
company of Daimler Truck AG. The limited scope of the rights of use granted under the Trademark Licensing
and Domain Usage Agreement Mercedes-Benz shall ensure that the Daimler Truck Group will not be active in
the product area and segment of the Daimler Group and its affiliated companies using the “Mercedes-Benz”
and “Mercedes-Benz Star” trademarks, to avoid market confusion caused by the use of the same trademarks by
two different suppliers operating in the same product area or segment.
The Trademark Licensing and Domain Usage Agreement Mercedes-Benz obligates Daimler Truck AG to use
the licensed rights in accordance with certain corporate identity policies and brand positioning policies and to
ensure that the contractual products manufactured or distributed by it using the licensed rights do not adversely
affect the value of the licensed rights for Daimler AG. In addition to product quality as a potential reputational
risk, any kind of reputational damage has to be avoided. Daimler Truck AG is therefore obliged to maintain
compliance structures that are customary in the industry.
The Trademark Licensing and Domain Usage Agreement Mercedes-Benz is concluded for an indefinite term.
The right to ordinarily terminate the agreement is excluded. The Trademark Licensing and Domain Usage
Agreement Mercedes-Benz may be terminated for good cause by licensor, in whole or in part, if (i) one or
several third parties directly or indirectly acquire sole or joint control over Daimler Truck AG, (ii) Daimler
Truck AG attacks the existence of the licensed trademarks, (iii) Daimler Truck AG or its sublicensees
substantially impair or threaten to impair the reputation of the licensed trademarks, (iv) Daimler Truck AG or
its sublicensees use the licensed trademarks to an extent other than that provided for in the agreement, or
(v) Daimler Truck AG persistently fails to comply with quality requirements. A right of termination for good
cause shall exist for each of the parties in the event of serious breaches of duty and in the event of payment
difficulties and financial collapse of the respective other party. Termination shall only be possible after an
escalation process, including the request to remedy the respective breach of the agreement and efforts to find an
amicable settlement of the breach by one member of the highest management level of each party.
Purchase and Transfer Agreements for the CHARTERWAY, FLEETBOARD and DISPOPILOT trademarks as
well as for Patent Portfolio
On September 27, 2021, Daimler AG as seller and Daimler Truck AG as purchaser concluded three purchase
and transfer agreements with effective dates on November 29, 2021 under which Daimler Truck AG acquires
all registered rights or rights acquired through use in the trademarks CHARTERWAY, FLEETBOARD and
DISPOPILOT as well as associated trademark families and domain names as well as a patent portfolio of
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approximately 1,650 patents and patent applications, which mainly originated within Daimler Truck AG or are
attributable to the Trucks & Buses division, for a purchase price of EUR 2.5 million for the CHARTERWAY
trademark, EUR 900,000 for the FLEETBOARD and DISPOPILOT trademarks and approximately
EUR 76.7 million for the patent portfolio. Daimler AG receives certain back-licenses with regard to the
sold rights. The back-licenses granted with regard to the trademark families and domain names will expire one
year after the respective agreements’ effective date; the back-license granted under the patent purchase and
transfer agreement ends with the lapse of the last patent covered by the agreement.
11.1.1.2 Continuing Services and Cooperations between the Group and the Daimler Group
Central Functions and Mandated Functions
Daimler AG as well as Mercedes-Benz AG and its subsidiaries provided Daimler Truck AG and its subsidiaries
with services relating to central functions such as group strategy, external affairs, corporate office,
communications, accounting and financial reporting, taxes and customs, treasury, M&A, investor relations,
real estate, legal and compliance, HR, IT and purchasing of non-production materials. Besides, there have been
close cooperations between the cars and vans divisions on the one side and truck and buses divisions on the
other side with regard to so-called mandated functions, such as sales and after sales, production and supply
chain, production planning, energy and environmental management, quality management, purchasing of
production materials, research and development and facility management and mobility Stuttgart. For further
information see “11.1.2.1 Sales of Goods and Services and Other Income and Purchase of Goods and Services
and Other Expenses.”
As of the Demerger Transactions Effective Date and the formation of two independent groups, Daimler Truck
Group shall perform the central functions and the mandated functions in relation to the trucks and buses
business independently. For that purpose, to the extent Daimler Truck AG already performs the central or
mandated functions mentioned, these functions shall be built up and, to the extent necessary, new functions
shall be established. The building up and establishment of the Daimler Truck Group’s functions shall be
achieved, inter alia, by separating and transferring business assets and employment relationships relating to the
trucks and buses business from Daimler AG and Mercedes-Benz AG to Daimler Truck AG. For further
information on the separation of the central functions and mandated functions as well as the assets and
employment relationships to be transferred see “3.2.3 Separation of Central Functions and Mandated
Functions” and “11.1.1.1.6 Agreements on Separation of Central Functions and Mandated Functions”.
However, following the Demerger Transactions Effective Date, Daimler Truck Group shall continue to receive
certain services from Daimler Group. For that purpose, on September 20, 2021, Daimler AG and Daimler
Truck AG entered into a Master Agreement for Transitional Services (the “MTSA”), based on the annex “Basic
Principles for the provision of Transitional Services” to the Group Separation Agreement (for details on the
Group Separation Agreement see “11.1.1.1.3 Group Separation Agreement (Konzerntrennungsvertrag)”). The
MTSA sets out the contractual provisions governing the service relationships between the respective service
246
provider and the respective service recipient and provides for a mechanism by which agreements for
transitional services (“TSAs”) are concluded for the specific service relationships between Daimler AG or its
affiliated companies, on the one hand, and Daimler Truck AG or its affiliated companies, on the other.
Performance and consideration shall be owed only under the TSAs; under the MTSA itself, no exchange of
services is stipulated.
The TSAs provide for individual, limited terms, generally ending by the end of 2022, which may be extended
unilaterally by the service recipient for a term not exceeding June 30, 2024, in the case of logistics services
until December 31, 2024, and in the case of IT-related services until June 30, 2025, provided: (i) that no legal
risks, in particular under antitrust law, arise from the provision of the services, and (ii) the provision of the
services is not economically unreasonable. If legal risks arise from the provision of the service or if the
provision of the service is economically unreasonable, the service provider may refuse to grant an extension.
The same terms and conditions shall apply to an extended term as were agreed between the service recipient
and the service provider for the respective initial term. TSAs concluded from the outset for a period longer than
December 31, 2022, shall be reviewed annually in accordance with the same logic as that applied to the
aforementioned extension option and may be terminated extraordinarily by the service provider under the same
conditions under which a possible extension may be refused. An amicable termination of an exchange of
services is possible at any time. As regards liability, arrangements that were customary between members of the
Daimler Group prior to the Spin-off shall be continued between the contractual partners. Arrangements in
respect of taxes that were customary between the contractual parties prior to the Spin-off shall be continued. In
total, more than 1,300 TSAs have been concluded. The Company estimates that the value of services provided
under the TSAs by the Daimler Group to the Daimler Truck Group will amount to approximately
EUR 800 million for the fiscal year 2022 and will decrease in the subsequent years.
The TSAs predominantly cover services provided by Daimler Group’s internal IT division, concerning the areas
corporate office, communications, real estate, HR, sales and aftersales, M&A, investor relations, legal and
compliance, accounting and reporting, tax, procurement productive, treasury, supply chain, logistics and
production (in total approximately 700 TSAs). The remaining TSAs address the central functions external
affairs, communications, accounting and financial reporting, tax and customs, treasury, real estate, HR, IPS, and
the mandated functions sales and after sales, production and supply chain, production planning, energy and
environmental management, quality management, purchase of production material, research and development
and facility management and mobility Stuttgart.
Financial Services
Daimler Truck Financial Services GmbH and its local companies shall, on a transitional basis, obtain the
following services, among others, from companies of Daimler Group, including Daimler Mobility AG, on the
basis of TSAs concluded in the respective service relationships: IT (including support and purchasing services,
server and database functionalities), HR, risk management and process support in the area of finance and
accounting. The majority of the agreements for phase 1 countries (see “3.2.1 Separation of Financial Services
Business”) is expected to expire at the end of 2022.
Guarantees
For a description of the replacement of guarantees see Note 42 of the Audited Combined Financial Statements
and Note 28 of the Condensed Combined Interim Financial Statements of Daimler Truck Business.
Insurance
Daimler Truck Holding AG, Daimler Truck AG and its subsidiaries are covered by corporate insurance policies
that apply to Daimler AG and its subsidiaries, e.g., for production facilities, transportation, or for members of
the corporate bodies of the included companies. For the period after effectiveness of Spin-off, it is intended to
provide a separate D&O insurance for members of the corporate bodies of companies of Daimler Truck Group.
For all other insurance programs, the companies of the Daimler Truck Group shall continue to be included in
the insurance coverage under the existing insurance programs of Daimler AG, i.e. beyond the Demergers
Transactions Effective Date, until the end of the respective current insurance period. Generally, existing
insurance coverage terminates at 0:00 a.m. on January 1, 2022, except for the global liability insurance, which
is not due for renewal until July 1, 2022. Until these dates, Daimler Truck AG shall conclude independent
insurance contracts for the companies of the Daimler Truck Group, which shall be brokered by Daimler
Insurance Services GmbH (a subsidiary of today’s Daimler AG). This shall be done based on TSAs concluded
between Daimler Insurance Services GmbH and Daimler Truck AG. One exception is the area of information
technology; a joint cyber policy shall be concluded in 2022.
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11.1.1.3 Purchase and Sale of Goods
The Daimler Truck Group and the Daimler Group have entered into transactions for the purchase and sale of
goods between the groups (see “11.1.2.1 Sales of Goods and Services and Other Income and Purchase of
Goods and Services and Other Expenses” for further details) which are expected to significantly decrease in
volume after the Spin-Off as both groups will continue to establish their dedicated infrastructure.
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Company and of the Daimler Group as well as other relationships with the Daimler Group or companies of the
Daimler Group may result in conflicts of interest”.
11.1.2.1 Sales of Goods and Services and Other Income and Purchase of Goods and Services and Other
Expenses
The Daimler Truck Group realized sales with companies of the remaining Daimler Group. Those sales relate
predominantly to trucks, parts, spare parts and services.
Further, the Daimler Truck Group purchased goods and services from companies of the Daimler Group. The
purchase of goods and services primarily relate to parts, spare parts and services provided by central functions
of Daimler AG and Daimler Mobility AG.
The Daimler Group provided services to the Daimler Truck Group mainly throughout Daimler AG, Daimler
Mobility AG, Daimler Greater China Ltd. and Daimler North America Corporation. These companies provided
the Daimler Truck Group with central corporate services such as, but not limited to tax, legal, accounting, IT,
personnel-related services and treasury. For the fiscal year 2020, the cost of such services provided by the
remaining Daimler Group amounted to EUR 263 million (fiscal year 2019: EUR 315 million; fiscal year 2018:
EUR 131 million).
Sales of goods and services and other income as well as purchases of goods and services and other expense
from transactions with the Daimler Group in the fiscal years 2020, 2019 and 2018 are set forth in the following
table:
11.1.2.2 Use or Transfer of Brands, Trademarks, Patents, IP4 Address Ranges, Software
For the fiscal years ending December 31, 2020, 2019 and 2018 as well as for the nine months ended
September 30, 2021, the Daimler Truck Group was using the Mercedes-Benz brand with the segments
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Mercedes-Benz and Daimler Buses under a divisional license agreement for no consideration. As for these
periods no amortization incurred for the Mercedes-Benz brand at any Daimler Group company, no expense to
reflect a usage charge had to be allocated for the purpose of the Audited Combined Financial Statements and
the Unaudited Condensed Combined Financial Statements, accordingly.
Receivables(1) Payables(2)
As at December 31 As at December 31
2020 2019 2018 2020 2019 2018
(audited) (audited)
(in EUR million) (in EUR million)
Daimler Group . . . . . . . . . . . . . . . . . . . . . . . . . . 6,467 5,567 3,488 15,112 16,343 14,332
Notes:
(1) After total loss allowances of EUR 21 million (2019: EUR 23 million, 2018: EUR 19 million).
(2) Including liabilities from default risks from guarantees for related parties.
The table below sets forth Daimler Truck Group’s receivables from and payables to Daimler Group as at
September 30, 2021:
Receivables(1) Payables(2)
As at September 30, 2021 As at September 30, 2021
(unaudited) (unaudited)
(in EUR million) (in EUR million)
Daimler Group . . . . . . . . . . . . . . . . . . . . . 4,899 14,308
Notes:
(1) After write-downs totaling EUR 6 million (December 31, 2020: EUR 21 million).
(2) Including liabilities from default risks from guarantees for related parties.
11.1.2.3.2 Domination and Profit and loss transfer agreements with Daimler Group
During the fiscal years 2020, 2019 and 2018, domination and profit and loss transfer agreements were in place
with the remaining Daimler Group. Domination and profit and loss transfer agreements resulted in receivables
and payables from/to the remaining Daimler Group in the amount of EUR 0 million as at December 31, 2020
(December 31, 2019: EUR 237 million; December 31, 2018: EUR 0 million) and EUR 0 million as at
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December 31, 2020 (December 31, 2019: EUR (214) million; December 31, 2018: EUR (114) million),
retrospectively.
In the course of the Spin-off, the domination and profit and loss transfer agreement existing between
Daimler AG and Daimler Truck AG will be transferred by Daimler AG to the Company by way of spin-off by
absorption (Abspaltung zur Aufnahme) under the German Transformation Act (Umwandlungsgesetz)
(see “3.3 Demerger Transactions”).
11.1.2.3.4 Hedging
Until December 31, 2018, Daimler AG hedged for the Daimler Truck Group commodity, interest and foreign
exchange risks. From January 1, 2019, Daimler Truck Group hedged those risks on its own with Daimler AG
as its counterparty. The volume, nature and strategy of those hedging procedures are described in detail in
Notes 35 and 36 to the Audited Combined Financial Statements.
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Daimler AG and Mercedes-Benz AG will therefore also be liable for the Daimler Truck AG liabilities that
existed as of the date of the announcement of the registration for a period of five years. For pension obligations
based on the German Company Pensions Act (Betriebsrentengesetz), the aforementioned period is ten years.
The potential claim due to Daimler AG and Mercedes-Benz AG resulting from section 133 of the German
Transformation Act (Umwandlungsgesetz) amount to EUR 2,582 million as at December 31, 2020 (due in
2021: EUR 967 million), respectively and to EUR 1,990 million as at September 30, 2021 (due in the next
12 months: EUR 622 million) (December 31, 2020: EUR 2,582 million, thereafter due in
2021: EUR 967 million).
11.1.2.3.7 Guarantees
The remaining Daimler Group has issued letters of credit and guarantees securing obligations of the Daimler
Truck Group and customers of the Daimler Truck Group for the benefit of third parties.
The guarantees issued by the remaining Daimler Group amounted to EUR 6,361 million as at December 31,
2020 (December 31, 2019: EUR 6,401 million and December 31, 2018: EUR 4,585 million) and to
EUR 6,191 million as at September 30, 2021 (December 31, 2020: EUR 6,361 million). These include
guarantees issued to financing liabilities allocated based on a target equity ratio to external financial
institutions.
The guarantees issued by the remaining Daimler Truck Group securing obligations of the Daimler Group for
the benefit of third parties amounted to EUR 55 million as at December 31, 2020 (December 31,
2019: EUR 45 million and December 31, 2018: EUR 33 million) and to EUR 54 million as at September 30,
2021 (December 31, 2020: EUR 55 million).
11.2 Transactions and Relationships with Associated Companies and Joint Ventures
The below description of past relationships of the Daimler Truck Group with associated companies and joint
ventures are based on Note 40 of the Audited Combined Financial Statements and Note 28 of the Unaudited
Condensed Interim Combined Financial Statements. For that purpose, the below summarizes the relationship of
the combined Daimler Truck Group (including the entities and businesses that have been or are being
transferred in connection with the Demerger Transactions and the Phase 1 Transactions) with associated
companies and joint ventures. For more information see Note 40 of the Audited Combined Financial
Statements and Note 28 of the Unaudited Condensed Interim Combined Financial Statements.
In the fiscal years 2020, 2019 and 2018 and for the nine months ended September 30, 2021, significant sales of
goods and services with associated companies took place with Kamaz PAO and Mitsubishi Fuso Truck and Bus
associated companies. In the fiscal years 2020, 2019 and 2018 and for the nine months ended September 30,
2021, significant sales of goods and services with joint ventures took place with Daimler Kamaz Trucks
Holding GmbH and National Automobile Industry Company Ltd. Since the effective date of the transfer of the
15% investment in KAMAZ PAO from Daimler Truck AG to Daimler AG, KAMAZ PAO is no longer a direct
associated company of Daimler Truck Group but a related party.
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These sales of goods and services and other income as well as purchases of goods and services and other
expenses to and from associated companies and joint ventures in the fiscal years 2020, 2019 and 2018 are set
forth in the following table:
Daimler Truck Group receivables and liabilities to associated companies and joint ventures as at December 31,
2020, 2019 and 2018 are set forth in the following table:
Receivables(1) Payables(2)
As at December 31 As at December 31
2020 2019 2018 2020 2019 2018
(audited) (unaudited)
(in EUR million) (in EUR million)
Associated companies . . . . . . . . . . . . . . . . . . . . . . . . . . 55 67 87 8 15 17
thereof KAMAZ PAO . . . . . . . . . . . . . . . . . . . . . . . . 28 20 41 — — —
thereof MFTBC investees . . . . . . . . . . . . . . . . . . . . . . 18 36 28 8 15 17
Joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107 109 144 8 1 4
thereof Daimler Kamaz Trucks Holding GmbH . . . . . . . . 61 53 97 — — —
thereof National Automobile Industry Company Ltd . . . . . 22 24 29 — — —
Notes:
(1) After total loss allowances of EUR 21 million (2019: EUR 23 million, 2018: EUR 19 million).
(2) Including liabilities from default risks from guarantees for related parties.
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The 15% investment in KAMAZ PAO has been transferred from Daimler Truck AG to Daimler AG on
September 21, 2021, effective on September 28, 2021 (see Note 28 of the Audited Combined Financial
Statements).
The table below sets forth Daimler Truck Group’s receivables from and payables to associated companies and
joint ventures as at September 30, 2021:
Receivables(1) Payables(2)
As at September 30, 2021 As at September 30, 2021
(unaudited) (unaudited)
(in EUR million) (in EUR million)
Associated companies . . . . . . . . . . . . . . . . . 23 25
thereof KAMAZ PAO(3) . . . . . . . . . . . . . . — —
thereof MFTBC investees . . . . . . . . . . . . . 13 2
Joint ventures . . . . . . . . . . . . . . . . . . . . . . 106 6
thereof Daimler Kamaz Trucks Holding
GmbH . . . . . . . . . . . . . . . . . . . . .... 65 —
thereof National Automobile Industry
Company Ltd . . . . . . . . . . . . . . . .... 35 —
Notes:
(1) After write-downs totaling EUR 6 million (December 31, 2020: EUR 21 million).
(2) Including liabilities from default risks from guarantees for related parties.
(3) Daimler Truck Group transferred its equity investment of KAMAZ PAO to Daimler AG on September 21, 2021, effective on
September 28, 2021. For the nine months ended September 30, 2021 the income statement reflects all transactions until the
effective date.
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12 REGULATORY ENVIRONMENT
12.1 Overview
The Group’s operations and the products it manufactures are subject to laws, rules and regulations at
international, EU, national, state and municipal levels. In particular, such laws, rules and regulations include
environmental law, labor and employment protection law, hazardous substances and chemicals law, export
control regulations, intellectual property law, consumer protection law, product warranty and product liability
law, energy law, banking and insurance law, antitrust law, tax law, anti-money laundering law, data protection
law and criminal law.
At the EU level, for example, the legal and regulatory environment in which the Group operates includes
numerous EU directives, which are implemented in the individual EU member states through national
legislation, and regulations, which apply directly. In the United States, the legal and regulatory environment
consists of laws and regulations promulgated at both the federal level and the individual state level. In addition,
international agreements, including bilateral and multilateral agreements between countries concerning customs
duties or other regulations related to the import and export of products, apply directly or indirectly to the
Group.
The legal and regulatory requirements applicable to the Group are diverse, wide-ranging and may impose
conflicting obligations and limitations on the Group. The cost of compliance with legal and regulatory
requirements can be significant and is ongoing. All of these laws, rules and regulations are subject to frequent,
sometimes unpredictable, changes and are supervised by the relevant authorities in each of the jurisdictions in
which the Group conducts its business. The legal and regulatory environment which may materially affect the
Group’s business operations, broken down by Group segment and general category of regulation, is described
in further detail below. Any reference in this section to any legislation or regulation is deemed to refer to such
legislation or regulation as amended, supplemented or otherwise modified, and all further rules and regulations
promulgated thereunder, unless the context requires otherwise.
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restriction of the use of certain hazardous substances, including lead, mercury and cadmium in electrical and
electronic equipment.
Substance restrictions under the POP Regulation and REACH in some cases prohibit the marketing in the EU
of articles containing certain substances. This is particularly relevant in relation to spare parts for products
which were designed before a relevant restriction was adopted and which are no longer in mass production
(“legacy parts”). Similar problems may arise if a substance is placed under an authorization requirement under
REACH and may, therefore, not be used for the production of legacy parts without a corresponding
authorization. REACH and the POP Regulation do not include general exemptions with regard to legacy parts
(so-called “repair as produced” clauses). In contrast, a “repair as built” clause is included in the RoHS
Directive, applying, inter alia, to spare parts for the repair, the reuse, the updating of functionalities or
upgrading of capacity of electrical and electronic equipment (i) placed on the market before July 1, 2006 or
(ii) that was outside the scope of the first RoHS Directive 2002/95/EC and which was placed on the market
before July 22, 2019.
The European legislation regarding pollutants and chemicals described above is governed by regulations and,
thus, applies directly in the EU member states. However, national regulation on such substances may impose
further obligations. In Germany, the legislative framework on chemical law, the German Chemicals Act
(Chemikaliengesetz), mainly reflects and accompanies REACH, but, to a certain extent, also establishes
additional and further requirements.
Other government authorities worldwide have adopted frameworks that aim to achieve results similar to
REACH and RoHS-2. In the U.S., the Toxic Substances Control Act (“TSCA”) addresses, inter alia, the
importation, use and disposal of specific chemicals. It requires the U.S. Environmental Protection Agency (the
“EPA”) to undertake risk evaluations for chemicals made or used within the U.S. which are new or already
listed in the chemical substances inventory. For new chemicals, the TSCA requires manufacturers and
processors to notify the EPA 90 days prior to beginning to manufacture or process such chemical substances. If
a chemical substance presents an unreasonable risk in the EPA’s view, the EPA must propose rules to manage
the risk, such as limiting or prohibiting the manufacture or distribution of the chemical substance. In addition,
the Group must immediately inform the EPA if it obtains information that the substance or mixture may present
a substantial risk of injury to health or the environment.
Directive 2004/35/EC on environmental liability establishes a comprehensive liability system, based on the
“polluter pays” principle, for damage to natural resources and protected species. Operators of specific activities
that cause environmental damage or direct threat of damage to these natural resources or protected species
could be held strictly liable, and for other operators, liability can be fault-based. In Germany, this directive is
implemented mainly by the Environmental Damage Act (Umweltschadensgesetz).
Furthermore, in Germany, the Group is subject to several national environmental laws and regulations in
respect of its operations, properties, products and waste, including, in particular, the German Federal Emissions
Control Act (Bundes-Immissionsschutzgesetz) and related ordinances (e.g., the Hazardous Incidents Ordinance
(Störfall-Verordnung), implementing Directive 2012/18/EU on the control of major accident hazards involving
dangerous substances), the German Water Resources Act (Wasserhaushaltsgesetz), the German Chemicals Act
(Chemikaliengesetz), the German Federal Soil Protection Act (Bundes-Bodenschutzgesetz), and the German
Closed Substance Cycle Waste Management Act (Kreislaufwirtschaftsgesetz, “KrWG”). Under the KrWG,
generators, owners, collectors and transporters of waste must demonstrate to the competent authority and to
other parties that they have properly disposed of hazardous waste. In the U.S., the Comprehensive
Environmental Response, Compensation, and Liability Act (CERCLA) and similar state statutes provide broad
government authority to respond directly to releases or threatened releases of hazardous substances that may
endanger public health or the environment. In certain cases, these statutes impose retroactive, strict, and joint
and several liability on current and prior owners or operators of contaminated sites, and on parties that disposed
of or transported hazardous substances to contaminated sites.
For some of the Group’s operations, including construction, operation and alteration of individual facilities, the
Group is required to obtain and maintain permits from governmental authorities. Examples in Germany include
emission control permits under the aforementioned Federal Emissions Control Act, building permits under
building laws or permits under water laws. Some of these permits, in particular water law permits, might be
granted for a specific period only and therefore must be renewed frequently. Non-compliance with permit
requirements and environmental laws may trigger administrative fines, and the individuals responsible may also
be subject to criminal prosecution. Furthermore, the authority may order operational restrictions or, in a worst-
case scenario, a (partial) shutdown of the facility or revocation of the permit. Such developments can also be
triggered by legal challenges of third parties, namely neighbors, citizen initiatives or non-governmental
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organizations whose participation rights have been expanded by the EU public participation directive (Directive
2003/35/EC of the European Parliament and of the Council) and its interpretation by the European Court of
Justice, which have been incorporated into the German Environmental Appeals Act (Umwelt-
Rechtsbehelfsgesetz).
In addition, the German Federal Soil Protection Act and regulations promulgated thereunder, for instance,
require property owners and operators of facilities to prevent contamination of the soil by taking necessary
precautions. If soil contamination has occurred, property owners, operators of facilities, the party which caused
the pollution or its universal legal successor, and in some cases the previous owner, may be held responsible
for investigation and remediation measures. In certain cases, a party may even be held liable for the entire cost
of remediation, regardless of fault. Non-compliance may result in administrative fines or, in certain cases,
criminal liability. The Group’s historical and current operations involve the use of hazardous substances. The
Group operates and has operated production plants that are or have been located on sites with a history of
industrial use, also by third parties.
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BREFs are continuously reviewed and updated to correspond with new developments. EU member states are
required to take the so-called Best Available Techniques Conclusions, which are part of the BREFs, as a
reference for setting or reconsidering permit conditions to installations covered by the IED.
In Germany, the IED has been implemented by way of amendments, in particular to the German Federal
Emissions Control Act (Bundes-Immissionsschutzgesetz), the German Water Resources Act
(Wasserhaushaltsgesetz), and the German Closed Substance Cycle Waste Management Act
(Kreislaufwirtschaftsgesetz), resulting in specific emission thresholds, authorization requirements and
supervisory obligations for new and existing facilities. In June 2021, the German government decided on an
amendment of the Technical Instructions on Air Quality Control (TA Luft) which will lead to stricter emission
thresholds e.g. for combustion and dust, in part adjusting for and in part going beyond thresholds set by
European law. The new version of the Technical Instructions on Air Quality Control was published in the Joint
Ministerial Gazette (Gemeinsames Ministerialblatt) on September 14, 2021 and will enter into force on
December 1, 2021.
The Group is also subject to European and national emission trading systems (“ETS”). These systems are based
on “cap and trade” principles designed to reduce carbon dioxide emissions by limiting the number of emission
allowances (cap) required for certain facilities and allowing the purchase for shortfall or the sale of surplus
emission allowances (trade).
The general legal framework for emission trading is provided in Directive 2003/87/EC, as amended inter alia
by Directive 2009/29/EC and Directive (EU) 2018/410 (together the “ETS Directives”). In Germany, the
Greenhouse Gas Emissions Trading Act (Treibhausgas-Emissionshandelsgesetz) is applicable.
During the current allocation period (2021 through 2030) for the EU ETS, emission allowances are issued to
facility operators on an auction basis except for certain defined categories of operators. The ETS Directives,
among other things, extend the number of facilities that are subject to the EU ETS and establish the framework
for the respective auction systems for emission allowances in the EU member states. Under the ETS Directives
as currently in force, the overall number of emission allowances will decline at an annual rate of 2.2% during
the current allocation period 2021 to 2030. Such emission cuts are intended to be part of the EU’s contribution
to the Paris Agreement. Furthermore, the EU ETS has been operating a market stability reserve since
January 1, 2019 to address a perceived surplus of emission allowances by transferring certain amounts of
allowances to a reserve instead of auctioning them. To align the EU ETS with the increased reduction targets
under the EU Climate Law (Regulation (EU) 2021/1119), as part of the “Fit for 55” package the European
Commission proposed amendments to the ETS Directives in July 2021, including inter alia steeper annual cuts
of 4.2% to the overall number of emission allowances, following a one-off reduction of the overall emissions
cap by 117 million allowances (“re-basing”), and strengthening the market stability reserve.
Furthermore, the European Commission has put forward a proposal for a Carbon Border Adjustment
Mechanism (CBAM), which addresses the risk of carbon leakage for a targeted number of sectors (including
inter alia iron and steel, aluminum and electricity generation) by applying a cost of carbon to imports of certain
goods to the EU based on the carbon emissions associated with their manufacture from 2026. As a next step,
the proposals by the European Commission will enter the legislative process. The revised EU ETS legislative
framework and potential future tightening and potentially rising costs for carbon dioxide emission allowances
may have repercussions on the Group’s production facilities to varying degrees.
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In the U.S., the Occupational Safety and Health Act promotes the improvement of the working environment to
protect workers’ health and safety. Over the years, various standards have been adopted for several different
areas of occupational health and safety in the workplace (such as work equipment, personal protective
equipment, display screen equipment, the manual handling of loads and the handling of hazardous substances).
In the U.S., standards are non-binding but still preserved as industry standards.
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authorities have a broad range of civil and criminal penalties they may seek to impose against corporations and
individuals for violations of economic sanctions laws, export control laws, anti-money laundering laws and
other federal statutes and regulations, including those established by the U.S. Department of Treasury’s OFAC.
Various government agencies may seek to impose modifications to business practices, including cessation of
business activities in sanctioned countries or with sanctioned persons or entities and modifications to
compliance programs, which may increase compliance costs, and may subject the Group to fines, penalties and
other sanctions. A violation of these laws or regulations could adversely impact the Group’s business, results of
operations and financial condition.
The Group’s business is subject to the regulatory framework of U.S. secondary sanctions. For example, the
U.S. has imposed primary sanctions on certain Russian individuals and companies and sectors of the Russian
economy. As a result of the Countering America’s Adversaries Through Sanctions Act of 2017, non-
U.S. persons must comply with certain secondary sanctions against Russia even if such activities have no
connection to the U.S. Among other things, non-U.S. persons may face penalties for knowingly facilitating
significant transactions or significant financial transactions for or on behalf of a party subject to the
U.S. sanctions against Russia.
Moreover, on November 5, 2018, the U.S. announced it would withdraw from the Joint Comprehensive Plan of
Action which had previously eased U.S. sanctions on Iran under the authority of, among others, the Iran
Sanctions Act, the Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010, the National
Defense Authorization Act for Fiscal Year 2012, the Iran Threat Reduction and Syria Human Rights Act of
2012, the Iran Freedom and Counter-Proliferation Act of 2012 and various Executive Orders. In broad terms,
the U.S. has reimposed U.S. extraterritorial sanctions measures against Iran in connection with activity related
to Iran’s energy, petrochemical, automotive, shipping, shipbuilding, port operating, and financial sectors.
Persons engaged in such activities involving Iran will face exposure to secondary sanctions or enforcement
actions under U.S. law. Additionally, the U.S. government has included certain Iranian persons and entities on
the Specially Designated Nationals And Blocked Persons List (SDN List) and other sanctions lists as
administered by OFAC.
The Group has ceased its operations in Iran.
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(“BERs”). BERs provide a safe harbor for groups of agreements which can be assumed to meet the
requirements for an exemption from the cartel prohibition without an individual review under Article 101(3) of
the TFEU. The Commission’s Notice on guidelines of the application of Article 101(3) (former
Article 81(3) TFEU (2004/C 101/08)) provides guidance on the cumulative conditions which must be
satisfied to be exempted. The General BER on vertical agreements (Regulation (EU) No 330/2010) (“General
BER”) generally exempts certain vertical agreements from Article 101(1) of the TFEU by assuming that they
satisfy the conditions of Article 101(3) of the TFEU. However, this only applies if the market shares of the
supplier and the distributor each do not exceed 30% on the relevant markets.
For new vehicle sales, the non-sector specific General BER and the sector-specific guidelines issued by the
European Commission (Commission notice 2010/C 138/05, “Sector-Specific Guidelines”) apply to the sale of
new motor vehicles, including the commercial vehicles of the Group. For spare part sales and the provision of
repair and maintenance services, the European Commission issued an Automotive BER via Commission
Regulation (EU) No 461/2010 on the application of Article 101(3) of the TFEU to categories of vertical
agreements and concerted practices in the motor vehicle sector (“Automotive BER”). The Automotive BER is
supplemented by the rules of the General BER.
By way of example, a qualitative selective distribution system for new vehicle sales is exempted by the General
BER from Article 101(1) of the TFEU if the market shares of the supplier and the distributor each do not
exceed 30%. For new vehicle sales, the European Commission has stated in sector-specific guidelines that
quantitative selective distribution will generally satisfy the exemption conditions of Article 101(3) of the TFEU
if the parties’ market shares do not exceed 40%.
For aftersales services (original spare parts (“genuine parts”) and provision of repair and maintenance
services), under the Automotive BER, vertical agreements are block-exempt only if they satisfy the
requirements set forth in the General BER and comply with more stringent requirements with respect to certain
types of restrictions on competition which could limit the supply of genuine parts in the motor vehicle
aftermarket (in particular with respect to independent dealers, independent repair shops and end users).
Regulation (EU) 2018/858 on market surveillance of motor vehicles requires vehicle manufacturers, including
the Group, to grant access to certain technical information relating to vehicle repair and maintenance to
independent market participants. The Group may have to incur additional expenses in connection with a review
of its existing arrangements and other costs to comply with the new regulations and could expose the Group to
further competition for aftersales services. For further discussion on genuine parts, see also “12.2.9 Genuine
Parts and Design Protection.”
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vehicle to be placed on the market. It also provides for market surveillance to control the conformity of
vehicles already available on the market, and includes rules on data access. It further allows EU member states
and the European Commission to carry out random tests on vehicles to detect failures. Directives 2014/45/EU
on periodic roadworthiness tests for motor vehicles and their trailers and 2014/47/EU on the technical roadside
inspection of the roadworthiness of commercial vehicles circulating in the Union also provide for heavy-duty
vehicle road testing and roadside inspections, and requires member states to specify rules on type approval and
related penalties.
Furthermore, road safety Regulation (EC) No 661/2009 and its implementing regulations govern type-approval
requirements for the general safety of motor vehicles (including heavy-duty vehicles), their trailers and systems,
components and separate technical units intended therefor. In addition, Regulation (EC) No 78/2009 concerns
type approval of motor vehicles with regard to the protection of pedestrians and other vulnerable road users,
and includes passive safety requirements to mitigate the risk of critical injury in the event of a collision
between a vehicle and a person. Regulations (EC) No 661/2009 and (EC) No 78/2009 will, among others, be
replaced from July 6, 2022 by Regulation (EU) 2019/2144 on type-approval requirements for motor vehicles
and their trailers, and systems, components and separate technical units intended for such vehicles, as regards
their general safety and the protection of vehicle occupants and vulnerable road users (“GSR”). In view of
further reducing the number of persons killed and injured in road accidents, GSR inter alia makes it mandatory
to introduce a range of new technologies and safety measures following a fixed timetable. It lays down
administrative provisions and technical requirements for the type-approval of all new vehicles, systems,
components, and separate technical units. It also refers to Regulation EU 2018/858, inter alia addressing data
security and data sharing. The European Union has also passed Regulation (EU) No 540/2014 on the sound
level of motor vehicles, including trucks. The Regulation establishes administrative and technical requirements
on sound levels for the EU type-approval of new vehicles, including the sound level of compressed air
generated by a truck’s primary and parking brakes.
The European Union has also enacted EU Directive 2010/40/EU on Intelligent Transport Systems (“Intelligent
Transport Systems Directive”), which established a comprehensive legal framework for the implementation
and use of intelligent transport systems. The Intelligent Transport Systems Directive was transposed into
German national law in 2012 by the Law on Intelligent Transport Systems in Road Traffic and their Interfaces
with Other Modes of Transportation (Gesetz über intelligente Verkehrssysteme im Straßenverkehr und deren
Schnittstellen zu anderen Verkehrsträgern). In 2019, a draft for a delegated regulation supplementing the
Intelligent Transport Systems Directive was published by the Commission regarding the deployment and
operational use of Cooperative Intelligent Transport Systems (“C-ITS”) with the main purpose of creating the
minimal legal requirements for the interoperability of C-ITS, and thus enable large-scale deployment of C-ITS
systems and services.
In addition, Regulation (EU) 2015/758 concerning type approval requirements for the deployment of the eCall
in-vehicle system based on the 112 service (eCall Regulation) was issued and is directly applicable in each EU
Member State. It establishes general requirements and sets out obligations, particularly for manufacturers like
the Group, concerning the deployment of 112-based eCall in-vehicle systems, the EC type-approval of vehicles
in respect of those systems, as well as regarding their components and separate technical units. It further
contains specific provisions on the processing of personal data, supplementary to those of the GDPR and
provides for sanctions for manufacturers in cases of non-compliance.
At the national level, Germany has implemented portions of the above into its Road Transport Law
(Straßenverkehrsgesetz), Road Traffic Licensing Regulations (Straßenverkehrszulassungsordnung), EG-Vehicle
Approval Regulation (EG-Fahrzeuggenehmigungsverordnung) and Ordinance on Technical Inspections of
Commercial vehicles on the Road (Verordnung über technische Kontrollen von Nutzfahrzeugen auf der Straße).
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similarly named Euro 6 standard for light-duty and passenger vehicles with a maximum mass not exceeding 3.5
tons, which is provided for under Regulation (EC) No. 715/2007 (“Euro 6”) and became mandatory in stages,
depending on the vehicle, beginning in September 2014. A legislative proposal for the introduction of Euro
VII/7 standards is currently expected for the second half of 2021, potentially to enter into force in 2025.
Euro VI and Euro 6 each regulate emissions of carbon monoxide, hydrocarbons, nitrogen oxides (“NOx”),
ammonia and particulates. Emissions are tested according to the World Harmonized Stationary Cycle and
World Harmonized Transient Cycle standards, which incorporate elements of real-world driving conditions.
Testing results are based on g/kWh values. Euro VI and Euro 6 also set engine durability requirements to
ensure lasting emissions performance and regulates certain on-board diagnostic functions of the engine’s
emissions system. The Group’s current product offerings in the European Union comply with Euro VI and
Euro 6.
Furthermore, the European Union imposed requirements relating to emission limits for gaseous pollutants,
including inter alia carbon monoxide and NOx, and particulate pollutants as well as to type-approval for
internal combustion engines for non-road mobile machinery in Regulation (EU) 2016/1628.
For passenger cars and light commercial vehicles, the European Union has implemented mandatory CO2
emissions targets as provided by Regulation (EU) 2019/631. From 2020, manufacturers must meet a target
average of 147g CO2/km for their new light commercial vehicle fleets, which is, since 2021, calculated on the
basis of the World Harmonised Light Vehicle Test Procedure (WLTP). From 2025, the CO2 emissions target
average for new light commercial vehicles will drop to a 15% reduction of the target in 2021 and from 2030, to
a 31% reduction. There is a monetary penalty of 95 EUR for each g CO2/km exceeding the limit multiplied by
the number of vehicles produced. If a manufacturer also produces light commercial vehicles with low or no
emissions, such as battery-electric powered models, or certain exempt models, this will factor into the average
emissions calculation. From 2025, certain reliefs up to 5% of the CO2 emissions target can be achieved
depending on the share of zero- and low-emission vehicles (ZLEV) in the manufacturer’s fleet of new light
commercial vehicles, provided a 15% (and from 2030, 30%) share (“benchmark”) is met. In view of the
increased reduction targets under the EU Climate Law (Regulation (EU) 2021/1119), as part of the “Fit for 55”
package the European Commission proposed a revision of the CO2 standards for passenger cars and light
commercial vehicles in July 2021, which includes inter alia a reduction of the CO2 emissions target average for
new light commercial vehicles by 50% by 2030 and by 100% by 2035 compared to 2021. Furthermore, the
incentive mechanism for ZLEV would be removed as of 2030. As a next step, the proposal by the European
Commission will enter the legislative process.
The European Union has also instituted a monitoring and reporting system for fuel consumption and CO2
emissions by heavy-duty vehicles to both assist customer access to information on fuel efficiency and fulfil,
greenhouse gas reduction goals under the Paris Agreement. Beginning on January 1, 2019, Commission
Regulations (EU) 2017/2400 and 2018/956 requires manufacturers, including the Group, to monitor and report
CO2 and fuel consumption of new heavy-duty vehicles. The EU then posts the results in a publicly accessible
Central Register.
In further pursuit of goals under the Paris Agreement, the European Union has introduced mandatory CO2
emission performance standards as provided by Regulation (EU) 2019/1242, imposing a 15% reduction in CO2
emissions by trucks above 16 tons by 2025 and a 30% reduction by 2030, compared to the benchmark time
period of July 1, 2019 to June 30, 2020 as determined using data from the EU’s new Central Register on CO2
and fuel consumption (such benchmark being subject to a further regulatory assessment by the European Union
in 2022). In addition, the regulation imposes a system of supercredits for zero- and low-emission trucks for the
period 2019-2024 and quotas for zero- and low-emission trucks based on a benchmark system beginning in
2025. Penalties for failing to reach the outlined targets will amount to EUR 4,250 for each gram CO2/t-km of
excess emissions, per vehicle, for the period from 2025 to 2029, and from 2030, EUR 6,800 for each gram
CO2/t-km of excess emissions, per vehicle.
In the context of the increased reduction targets under the EU Climate Law (Regulation (EU) 2021/1119), as
part of the “Fit for 55” package the European Commission proposed creating a new EU-wide ETS for road
transport and buildings (in parallel to the existing EU ETS) from 2026 as an upstream system, i.e. regulating
fuel suppliers who would be responsible for monitoring and reporting the quantity of fuels they place on the
market and for surrendering emission allowances annually depending on the carbon intensity of the fuels. The
total quantity of allowances shall be capped and reduced annually following a linear trajectory, aiming at a
reduction of greenhouse gas emissions from the road transport and buildings sectors by 43% in 2030 (compared
to 2005 levels). The resulting increase in fuel prices could adversely impact the Group’s market conditions. The
proposal by the European Commission will enter the legislative process as a next step.
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At the national and municipal level in the European Union, several authorities are considering or have already
instituted restrictions on the operation of certain diesel vehicles, in some cases including heavy-duty vehicles,
in urban areas on the basis of NOx and particulate emissions. Examples include environmental zones in France,
the Netherlands and Sweden. In Germany, several municipalities are in the process of instituting or have
already instituted bans on certain diesel passenger, and in some cases, commercial vehicles.
In the U.S., under the U.S. Clean Air Act of December 27, 2020 (the “Clean Air Act”), medium and heavy-
duty vehicles and powertrains are required to obtain a Certificate of Conformity issued by the EPA, and a
California Executive Order issued by the California Air Resources Board (“CARB”). This regulatory process is
designed to ensure that vehicles comply with applicable emission standards for both criteria pollutants, such as
NOx and particulate matter (PM), and greenhouse gases (“GHGs”), such as CO2 and nitrous oxide (N2O). A
Certificate of Conformity is required for vehicles sold in all states, and an Executive Order is required for
vehicles sold in California and states that have adopted the California standards. CARB sets more stringent
standards for emissions control for certain regulated pollutants for new vehicles and engines sold in California
and must obtain a waiver of pre-emption from the EPA before implementing and enforcing such standards.
California’s waiver of pre-emption with regard to GHG emission standards is currently the subject of legal
challenges, and the authority of California to implement and enforce GHG emission standards for vehicles and
engines in the future is uncertain. Currently, U.S. states that have adopted the California standards, as approved
by the EPA, also require a CARB Executive Order for sales of vehicles in those states. There are currently
fourteen such additional states (in addition to the District of Columbia) that have adopted the California
emissions standard for light, medium and heavy-duty vehicles. In these states, an EPA Certificate of
Conformity and CARB Executive Order must be obtained for each model year for each class of vehicle. Failure
to obtain or comply with the terms of a Certificate of Conformity or Executive Order is subject to civil penalty
and administrative or judicial enforcement.
Pursuant to its authority under the Clean Air Act, the EPA adopted Phase 1 fuel efficiency and GHG standards
for medium-duty vehicles and engines on September 15, 2011. The EPA adopted more stringent fuel efficiency
and GHG standards for medium-duty vehicles and engines on October 25, 2016. Manufacturers of vehicles and
engines may comply with the GHG standards by selling increasing percentages of zero-emission vehicles
(“ZEVs”). CARB also has adopted GHG and fuel efficiency standards for medium and heavy-duty vehicles
and engines. The Advanced Clean Trucks (ACT) Regulation approved by CARB in June 2020 requires
medium-duty and heavy-duty vehicle manufacturers to produce and offer for sale in California increasing
numbers of ZEVs. These regulatory standards increase annually beginning in 2024 and will require that 30 to
50% of new truck sales in California (depending on class) be ZEVs by 2030, and 55 to 75% (depending on
class) be ZEVs by 2035.
Additional CARB regulations mandating ZEV deployment in specific vocations are in various stages of
development or implementation. These include the Zero Emission Fleet Rule, Innovative Clean Transit
Regulation and the Zero Emission Airport Shuttle Regulation.
Receipt of an EPA Certificate of Conformity and CARB Executive Order obligates the holder to ensure that the
covered engine or vehicle is capable of complying with applicable standards throughout the full useful life of
the product, which for medium-duty vehicles may be 10 years or from 120,000 to 185,000 miles, whichever
comes first and depending on the engine and vehicle size. Emissions control system warranty coverage must be
provided for a period of five years or 50,000 to 100,000 miles (CARB warranty obligations increasing to up to
110,000, 150,000 and 350,000 miles in 2022), whichever comes first and depending on the engine and vehicle
size. During this time, manufacturers must repair emission-related defects at no cost to the customer.
Throughout the full useful life of the engine or vehicle, manufacturers are required to remedy in-use problems
that cause engines or vehicles to exceed emission standards for criteria pollutants or GHGs.
Manufacturers may have to conduct recalls, service campaigns or other field actions, or provide extended
warranties to address any such in-use issues that may arise. The EPA is considering extending the warranty
period, including by adopting the CARB warranty obligations of 110,000, 150,000, or 350,000 miles,
depending on the engine size. Manufacturers of medium-duty engines and vehicles also must ensure that their
products comply with On Board Diagnostics (“OBD”) requirements. The OBD system is intended to identify
and diagnose malfunctions within the engine, aftertreatment and emission control systems and alert the driver
to the underlying issue so the vehicle can be brought in for service. CARB issues approval of the OBD system
as part of its issuance of an Executive Order; the EPA deems demonstration of compliance with CARB OBD
requirements to satisfy the EPA’s requirements. As with emissions compliance, manufacturers are required to
ensure that the OBD system functions as designed and is able to identify component malfunctions throughout
the full useful life of the vehicle or engine.
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GHG Credits—U.S. EPA
The EPA’s Greenhouse Gas Rule (the “GHG Rule”) requires all manufacturers of medium-duty engines and
vehicles to comply with fleet average GHG standards. Manufacturers may comply with the standards by
producing engines or vehicles, all of which comply with the standards, or by averaging, banking and trading
GHG credits within vehicle or engine categories. Manufacturers may also comply with GHG standards by
purchasing credits from manufacturers with a surplus of credits. The failure to comply with GHG standards can
lead to civil penalties or the voiding of a manufacturer’s EPA Certificate of Conformity. In connection with the
delivery and placement into service of zero-emission and low-emission vehicles, the Group may earn tradable
GHG credits that can be sold to other manufacturers. Under the EPA’s Greenhouse Gas Rule, plug-in hybrid,
all-electric and fuel cell vehicles earn a credit multiplier of 3.5, 4.5, and 5.5, respectively, for use in the
calculation of GHG emission credits.
Commercial engine and vehicle manufacturers are required to meet the NOx emission standard for each type of
engine or vehicle produced. Typical diesel engine emission control technology limits the fuel economy and
GHG improvements that can be made while maintaining compliance with the NOx standard. As the fleet
average GHG standards continue to decrease over time, compliance with the NOx standard may increase the
difficulty for conventional diesel vehicles to meet the applicable GHG standards. Accordingly, manufacturers of
diesel trucks may need to purchase GHG credits to cover their emission deficit. The EPA’s Greenhouse Gas
Rule provides the opportunity for the sale of excess credits to other manufacturers who require such credits to
comply with these regulatory requirements. Furthermore, the regulation does not limit the number of GHG
credits sold within the same commercial vehicle categories.
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effective for newly applied registered design rights, leaving the scope of protection for existing design rights
unaffected. This regulatory change for the German market will only gradually take effect. Moreover, the
German legislature intended the German repair clause to be narrower than the clause applicable to EU
community designs. It is possible that other EU member states will follow this example and implement similar
provisions in their respective national laws.
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selling their invented claims for a certain period of time; (through trademarks) preventing third parties from
causing confusion, mistake, or deception as to the source and affiliations of goods and services; and (through
trade secrets) preventing confidential and proprietary materials which are held in confidence, cannot readily be
obtained, and provide an opportunity to gain an advantage, from being taken and misused by improper means
such as breach of confidence.
Patents give its owners the legal right to exclude others from making, using, or selling an invention for a
limited period of years, in exchange for publishing an enabling public disclosure of the invention. The
U.S. Patent and Trademark Office (the “USPTO”) issues patents to investors and businesses for their
inventions and trademark registration for product and intellectual property identification. Generally, in the
United States, issued patents are granted a term of 20 years from the earliest claimed non-provisional filing
date. In certain instances, a patent term can be adjusted to recapture a portion of delay by the USPTO in
examining the patent application (patent term adjustment). In addition, designs are protected in the United
States through design patents and industrial design law. Sections 171 to 173 of Title 35 of the United States
Code provides for patents for “any new, original and ornamental design of an article of manufacture” for a term
of 15 years.
Trademarks are symbols, words, or other means used to designate the source of a particular good or service. In
the United States, the Lanham Act governs the rules of eligibility for federal trademark registration and
protection. A trademark owner can bring an action to prevent unauthorized third parties from using similar
marks in a way that would create confusion as to the source of any associated goods or services. Trademark
rights may be maintained indefinitely in the United States, but protection may be lost if the mark is no longer
used to identify goods or services or the mark otherwise loses its significance as a designator of source or
affiliation. A trademark must be used in commerce in the United States to be entitled to protection. Registration
is not required for trademark protection, but federal registration, which involves an examination process, is
advisable for the presumptions and rights afforded registered marks. In addition, an application for federal
registration of a mark may be filed if there is an intent to use the mark. The mark must be used before it can be
registered, but the registrant’s priority to the mark is the date of the application. The protection of a trademark
is determined under pertinent federal or state laws. A trademark owner can bring an infringement action in
federal or state court and seek an injunction and damages. In the case of willful infringement, enhanced
damages, costs and attorneys’ fees may be available. A trademark is protected as long as it is used or not
abandoned. A federal registration is for 10 years as long as a statutory declaration of use is filed between the
fifth and sixth year of registration and the registration can be renewed for 10-year periods.
Trade secrets are protected in the United States under the federal Defend Trade Secrets Act, and at the state
level, generally, through Uniform Trade Secrets Acts in force in 48 of the 50 states. There is no official
registration policy for trade secrets, and the Group’s continued right to protect its trade secrets are preserved by
its own efforts to maintain secrecy. Trade secret owners can bring an action against third parties for
misappropriation if a third party obtains access to a trade secret by improper means. Among other remedies, the
owner can be awarded damages for the misappropriation. In addition, the government can seek criminal
penalties for economic espionage or theft of trade secrets. Trade secret protection lasts for as long as the
information is not readily available, is maintained in confidence through reasonable means and provides an
economic advantage from being kept secret. However, competitors may independently develop similar
materials or functionality at any time, without liability to the owner of a trade secret.
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At the European Union level, Directive 2001/95/EC on general product safety applies in the absence of specific
provisions among the EU regulations governing the safety of the products concerned, or if legislation on the
sector is insufficient. Under this Directive, manufacturers and distributors may only market products which
comply with a general requirement of consumer safety. A product is safe if it does not present any risk or only
the minimum risks compatible with the product’s use considered to be acceptable and consistent with a high
level of protection for the safety and health of persons. In addition to compliance with the safety requirement,
manufacturers and distributors must provide consumers with the necessary information in order to assess a
product’s inherent risks and take the necessary measures to avoid such threats (for example, withdraw products
from the market, inform consumers and recall products). The Product Safety Directive is currently under
review. The EU Commission aims to replace Directive 2001/95/EC by a regulation which, inter alia, is deemed
to respond to new technologies, improve recalls and ensure better enforcement and a more efficient market
surveillance. In Germany, the requirements of Directive 2001/95/EC have been implemented via the Product
Safety Act (Produktsicherheitsgesetz). Intentional or negligent violations of certain provisions of the Product
Safety Act can be punished with a fine of up to EUR 100,000 or imprisonment of up to one year.
Strict liability applies for defective products via Directive 85/374/EEC and supplements any consumer
protections at the national level. Directive 85/374/EEC stipulates the manufacturers’ liability for defective
products causing physical damage to consumers or their property (compensation for material damage is limited
to goods for private use or consumption with a lower threshold of EUR 500). Manufacturers can exempt
themselves from liability by providing evidence of exonerating circumstances, notably, if they prove that the
defect was due to the compliance of the product with mandatory regulations issued by public authorities or the
state of scientific or technical knowledge at the time the product was put into circulation could not detect the
defect (development risk defense). Directive 85/374/EEC sets out a time limit of three years for the recovery of
damages and a cut-off period of 10 years after the harmful product has been placed on the market. Several
details are left to the national law of member states, including a ceiling for the total liability for damage
resulting from death or personal injury caused by defective products, the implementation of the development
risk defense, and the recovery of non-material damages. The EU Commission is currently examining whether
the current product liability regulations need to be adapted due to new technologies (especially artificial
intelligence).
In Germany, the requirements of 2001/95/EC and 85/374/EEC have been implemented via the Product Safety
Act (Produktsicherheitsgesetz) and the Product Liability Act (Produkthaftungsgesetz), which are accompanied
by the more general provisions under the tort law codified in the German Civil Code (Bürgerliches
Gesetzbuch). The generally required accusation of fault in the context of manufacturers’ liability has been
extended by case law to a “presumption of liability” with reversal of the burden of proof; the manufacturer
must therefore provide the exculpatory evidence.
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Additionally, The National Traffic and Motor Vehicle Safety Act gives the NHTSA the authority to issue
vehicle safety standards and to require manufacturers to recall vehicles that have safety-related defects or do
not meet federal safety standards. The NHTSA continues to increase its scrutiny on safety issues as well as
advanced driver safety systems that could lead to fines and penalties.
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culpable violations of the respective obligations. Furthermore, the legal community continues to discuss to what
extent the vehicle manufacturer and/or its suppliers can be held liable in general if the damage has been caused
by an automated driving function.
There are currently no federal U.S. regulations pertaining to the safety of self-driving vehicles. However, the
NHTSA has established recommended guidelines. Certain states have legal restrictions on self-driving vehicles,
and many other states are considering them. Self-driving laws and regulations are expected to continue to
evolve in numerous jurisdictions in the U.S. and may restrict autonomous driving features.
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national strategy on the security of network and information systems. It further regulates the cross-border
collaboration between Member States and sets out obligations for operators of essential services and digital
service providers. The directive has been transposed into German national law by amendments to the Law on
the Federal Office for Information Security (Gesetz über das Bundesamt für Sicherheit in der
Informationstechnik) and the Telecommunications Act (Telekommunikationsgesetz), among others.
Directive 2002/58/EC on privacy and electronic communications (“E-privacy Directive”), amended by
Directive 2009/136/EC, aims at ensuring exhaustive publicly available services throughout the Union of good
quality through effective and regulated market competition. The E-privacy Directive concerns the provision of
electronic communications networks and services to end-users and specifies rights of end-users and the
corresponding obligations of undertakings providing publicly available electronic communications networks
and services, and specifically applies to the processing of personal data in connection with the provision of
such publicly available electronic communications services in public communications networks. Against this
background, it also has a significant impact on data processing in the automotive industry.
The proposal for the regulation on privacy and electronic communications (“ePrivacy-Regulation”), however,
is intended to replace Directive 2002/58/EC on privacy and electronic communications in its entirety. It is
supposed to govern the provision and use of electronic communication services in the EU to protect certain
fundamental rights. It will therefore particularize and complement the GDPR with regards to electronic
communication data that qualifies as personal data. The ePrivacy-Regulation will primarily address companies
in the digital economy and imposes further requirements on them in connection with the processing of personal
data. In that context it is likely to have effects on data processing in the automotive industry.
The German Telecommunications Telemedia Data Protection Act (Gesetz zur Regelung des Datenschutzes und
des Schutzes der Privatsphäre in der Telekommunikation und bei Telemedien) was passed in May 2021 and is
due to come into force in December 2021. The aim of the law is to create legal clarity for data protection and
privacy in the digital world by combining data protection regulations of the Telemedia Act (Telemediengesetz)
and the Telecommunications Act (Telekommunikationsgesetz), thereby anticipating the ePrivacy Regulation in
some respects, and in order to reduce dependence on regulation at the EU level. Among various provisions on
data protection, it provides for penalties and fines. Concerning the processing of data with regard to vehicles,
the Road Traffic Act (Straßenverkehrsgesetz) also includes specific rules for Germany.
U.S. laws in this area are also complex and developing rapidly. Many state legislatures have adopted legislation
that regulates how businesses operate online, including measures relating to privacy, data security and data
breaches. Laws in all 50 states require businesses to provide notice to customers whose sensitive personally
identifiable information has been disclosed as a result of a data breach (e.g., information which, if exposed,
could give rise to a risk of identity theft or fraud). For example, the California Consumer Privacy Act applies
across sectors and introduces sweeping definitions and broad individual rights, and imposes substantial
requirements and restrictions on the collection, use and disclosure of personal information. These laws are not
always consistent, and compliance in the event of a widespread data breach is costly. States are also amending
existing laws, resulting in frequently changing regulatory requirements, including requirements concerning
documentation of information security policies, procedures and practices.
In the U.S., the NHTSA recently issued a draft of “Cybersecurity Best Practices for the Safety of Modern
Vehicles (2020 update)” to update non-binding and voluntary guidance, which the NHTSA had issued in its
first edition in 2016, to the automotive industry for improving motor vehicle cybersecurity.
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on EU Directives. It lays down technology-neutral regulations to promote competition within the
telecommunications sector and efficient infrastructures, as well as ensures sufficient nation-wide services. It
contains rules on market regulation, customer protection, the interoperability of different devices and services,
the allocation of frequencies, numbers and rights of way, universal services, the secrecy of telecommunication,
data protection, public security, rights and duties of the Federal Network Agency (Bundesnetzagentur), levies,
penalties and fines. The specific data protection regulations, the supervisory powers of the Federal Network
Agency and the relevant penalties and fines may affect the automotive business.
Furthermore, the EU has published the Digital Services Act Package, a comprehensive package of proposals by
the European Commission including the Digital Services Act (Gesetz über digitale Dienste) and the Digital
Markets Act (Gesetz über digitale Märkte). The Digital Services Act Package is meant to establish a
harmonized legal framework for the EU regarding digital services and regulations for a fair market. The Digital
Services Act sets out rules and conditions for the digital internal market of the EU, especially for operators of
large online platforms and hosting services. It implements a framework for security and responsibility in the
digital environment. The Digital Markets Act addresses the dominance of bigger online platforms (so called
‘Gatekeepers’), responsible for the market entry to specific internal markets. It establishes a framework for a
fairer market, addresses consumer rights and prohibits the abuse of a dominant market position. Once adopted,
the new rules will be directly applicable across the EU, which is expected to take place earliest in 2023.
Directive (EU) 2019/1024 on open data and the re-use of public sector information (“Open Data Directive”)
was issued to promote the use of open data and stimulate innovation in products and services with the
overarching goal to strengthen digitalization in the EU and enhancing innovations in areas like AI, Smart
Industry and Big Data Analytics. The Open Data Directive establishes a set of minimum rules governing the re-
use and the practical arrangement for facilitating the re-use of existing documents held by public sector bodies
of the member states and certain public undertakings, as well as of research data pursuant to certain conditions.
It was required to be transposed into national law by July 17, 2021.
The German Telemedia Act transposed the e-Privacy Directive (ePD) 2009/136/EC into national law. It
provides a legal framework for electronic information and communication services. Within its scope of
regulation, it lays down the freedom of admission of telemedia, information obligations and responsibilities of
service providers, the notification and redress procedure of providers of video-sharing platforms, and the rights
and obligations of service providers regarding data protection. It also contains provisions on fines in cases of
noncompliance.
In 2021, the German legislature extracted the provisions on telecommunication secrecy obligations and data
privacy from the Telecommunications Act and the Telemedia Act and consolidated the pertinent stipulations in
the German Telecommunication and Telemedia Data Protection Act (see “12.2.14 Data Protection”).
In the U.S., the Massachusetts right to repair legislation (“R2R”) was amended at the end of 2020 for motor
vehicles that utilize a telematics system. Accordingly, the R2R contains rules on the access to vehicle data for
vehicles being equipped with vehicle diagnostics ports and telematics systems and requires a manufacturer of
motor vehicles sold in Massachusetts to equip those vehicles with an inter-operable, standardized and open
access platform and thus have an impact on the automotive business. A lawsuit filed by an U.S. automotive
association against the recent amendment is currently at court trial.
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12.4 Class Actions
In several of the jurisdictions in which the Group operates, there is or has been an increasing prevalence of
legislation governing collective redress mechanisms/class actions and their use to enforce regulations. As a
result of these developments, consumers have increasingly powerful legal mechanisms at their disposal to
collectively sue manufacturers of consumer products.
In the European Union, under the banner of “A New Deal for Consumers”, the European Commission is
facilitating a trend towards the increasing availability and use of collective redress mechanisms in areas in
which EU law grants rights, including in particular consumer protection rules and regulations. The “Collective
Redress Directive” (2020/1828/EU) has come into effect in December 2020. It empowers organizations or
public bodies designated by EU countries to seek injunctive or redress measures on behalf of groups of
consumers through representative actions. Directive 2020/1828/EU enables representative actions to be brought
for the infringement of a limited set of European directives and regulations which concern, primarily, general
consumer protection rules, e.g. Directive 85/374/EEC and Directive 2001/95/EC, and such provisions as
transposed into national law, such as the corresponding German implementation acts as described above. EU
member states have until the end of 2022 to transpose Directive 2020/1828/EU into national law and another
six months to apply the new rules. The Collective Redress Directive has not yet been implemented into
German law.
Before the Collective Redress Directive was introduced by the EU, a law introducing a declaratory model
action (Musterfeststellungsklage) came into force in Germany in November 2018. With this declaratory model
action, qualified entities are entitled to seek a legal declaration concerning factual or legal matters regarding
consumer claims. Consumers can then opt-in to a register to be bound by a judgment (and under certain
circumstances also a settlement) in the declaratory model proceedings, which effectively bundles a large
number of claims. Decisions are of declaratory nature only but are binding in subsequent individual
proceedings on the defendant and all injured consumers who have registered claims. Since consumers will
prefer the more attractive route of a direct action for performance, it is expected that the model declaratory
action in its current form will lose importance when the Collective Redress Directive is transposed into
German law.
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13 SHAREHOLDER STRUCTURE
13.1 Current Shareholders
As of the date of this Prospectus, all the Existing Shares, currently representing all the Shares in the Company,
are held directly by the Existing Shareholder, so that the Company is controlled by the Existing Shareholder.
Following the Demerger Transactions Effective Date, the Existing Shareholder will hold a total of 35.0% of the
Shares, of which 28.43% will be held directly and 6.57% will be held indirectly through Daimler Grund. 65.0%
of the Shares will be held by the shareholders of the Existing Shareholder. The number of New Spin-off Shares
attributable to each shareholder of the Existing Shareholder depends on the percentage of shares in the Existing
Shareholder held by such shareholder immediately prior to the effective date of the Spin-off.
The following table shows the shareholdings, both as of the date of this Prospectus (before the Demerger
Transactions Effective Date) and immediately after the Demerger Transactions Effective Date, which reflects
the issuance of 822,901,882 New Shares that will be transferred to the shareholders of Daimler AG,
Daimler AG and Daimler Grund. See also “3 Separation, Demerger Transactions and Admission to Trading”.
Before Demerger Transactions After Demerger Transactions
Effective Date Effective Date
Shares In % Shares In %
Daimler AG . . . . . . . . . . . . . . . . . . . . 50,000 100.0% 288,033,159 35.0%
thereof directly . . . . . . . . . . . . . . . . . 50,000 100.0% 233,986,002 28.43%
thereof indirectly, through Daimler Grund — — 54,047,157 6.57%
Shareholders of Daimler AG . . . . . . . . . — — 534,918,723 65.0%
Subsequent to the Demerger Transactions Effective Date, Daimler AG intends to transfer 5% of the Shares
indirectly to Daimler Pension Trust e.V.
13.2 Control
As of the date of this Prospectus, the Existing Shareholder controls the Company due to its ownership of 100%
of the share capital and voting rights in the Company.
In order to exclude that the Existing Shareholder can control the Company after the Demerger Transactions
Effective Date due to a possible attendance majority at the general meeting of the Company, the Existing
Shareholder, Daimler Grund and the Company entered into the Deconsolidation Agreement. The
Deconsolidation Agreement stipulates an obligation of the Existing Shareholder and Daimler Grund towards
the Company not to exercise their voting rights in the election of two of the 10 members of the Company’s
Supervisory Board to be elected by the shareholders in accordance with section 101 para. 1 sentence 1 of the
German Stock Corporation Act (Aktiengesetz) in conjunction with section 7 para. 1 sentence 1 no. 3 of the
German Co-Determination Act (Mitbestimmungsgesetz). Furthermore, the Existing Shareholder and Daimler
Grund shall not exercise their voting rights in decisions on an early re-election, the election of substitute
members and the dismissal of such Supervisory Board members in whose original election they did not
exercise their voting rights. If, in this case, the Supervisory Board of the Company proposes a candidate for
(re)appointment or replacement who is not independent of the Existing Shareholder and Daimler Grund in
accordance with C.9 para. 2 of the Code, the Existing Shareholder and Daimler Grund shall, to the extent
legally permissible, work towards ensuring that this candidate is not available for election as a member of the
Supervisory Board of the Company. The Deconsolidation Agreement, which will be relevant for the future
shareholding of the Existing Shareholder in the Company in order to completely exclude any control of the
Existing Shareholder over the Company, further stipulates that the Existing Shareholder and Daimler Grund
shall jointly propose to the Company eight of the Supervisory Board members to be elected by the shareholders
in good time prior to the adoption of the resolution by the Supervisory Board of the Company on its proposals
for the election of Supervisory Board members to the general meeting of the Company. If the Supervisory
Board of the Company resolves to propose the candidates proposed by the Existing Shareholder and Daimler
Grund to the general meeting of the Company for election to the Supervisory Board of the Company, the
Existing Shareholder and Daimler Grund shall exercise their voting rights only in respect of these candidates,
but not in respect of the two other candidates. If, in contrast, the Supervisory Board of the Company deviates
from the election proposals of the Existing Shareholder and Daimler Grund, the Existing Shareholder and
Daimler Grund shall inform the Company without undue delay after receipt of the relevant invitation to the
general meeting of the Company as to which of the Supervisory Board members standing for election they will
and will not exercise their voting rights on the basis of the Deconsolidation Agreement.
For details on the Deconsolidation Agreement see section “11.1.1.1.2 Deconsolidation Agreement
(Entkonsolidierungsvereinbarung)”.
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14 GENERAL INFORMATION ON THE GROUP
14.1 Formation, Incorporation and Articles of Association
The Company was formed as a stock corporation (Aktiengesellschaft) under the laws of Germany in a notarial
deed (Gründungsurkunde) dated March 25, 2021 by Daimler Verwaltungsgesellschaft für Grundbesitz mbH, a
German limited liability company (Gesellschaft mit beschränkter Haftung) with its registered seat (Sitz) in
Schönefeld, Germany, and its registered business address (Geschäftsanschrift) at Hans-Grade-Allee 59, 12529
Schönefeld, Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht)
of Cottbus under HRB 9760 CB. The Company was registered with the commercial register of the local court
(Amtsgericht) of Stuttgart on April 12, 2021. The Existing Shareholder acquired all Shares in the Company on
July 8, 2021.
The incorporation articles of association of the Company, dated March 25, 2021, were resolved upon to be
amended in the extraordinary general meeting of the Company on November 5, 2021. This amendment is by
way of a condition precedent subject to the provision that it will be registered with the competent commercial
register in such manner as to ensure that it only becomes effective immediately after the effectiveness of the
Demerger Transactions (see also “16.3.1 Overview”).
14.2 Commercial Name and Registered Office and Legal Entity Identifier
The Company is a stock corporation (Aktiengesellschaft) incorporated under the laws of Germany having its
registered seat (Sitz) in Stuttgart, Germany, and its headquarters in Leinfelden-Echterdingen, Germany. The
legal business name (Firma) of the Company is Daimler Truck Holding AG. It is registered with the
commercial register (Handelsregister) of the local court (Amtsgericht) of Stuttgart under HRB 778600. The
Company’s LEI is 529900PW78JIYOUBSR24.
The Company will be the Group’s parent company upon the effectiveness of the Spin-off. The Company and
the Group operate under the commercial name “Daimler Truck”.
The Company’s registered business address is at Fasanenweg 10, 70771 Leinfelden-Echterdingen, Germany
(telephone +49 711 8485 0). Information contained on the Company’s website is not incorporated by reference
in this Prospectus and does not form part of this Prospectus.
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14.5 Group Structure
The Company will be the parent company of the Group upon the Demerger Transactions Effective Date. The
following diagram sets forth a summary (in simplified form) of the Company’s significant subsidiaries as of the
Demerger Transactions Effective Date. The shareholdings presented also include shareholdings in affiliated
companies pursuant to sections 15 et seqq. of the German Stock Corporation Act (Aktiengesetz).
100%
99.9999997%
100% 100% 0.0000003% Daimler Mobility
Daimler Trucks North Daimler Truck Financial Brasil Holding S.A.
America LLC*) Services USA LLC*) 0.0001% 100%
99.9999% Mercedes-Benz Banco Mercedes-Benz
100% 100% do Brasil Ltda.*) do Brasil S.A.*)
Detroit Diesel Freightliner Custom
Corporation*) Chassis Corporation*)
Direct
and/or
indirect
Legal name Registered office Interest
Daimler Truck AG . . . . . . . . . . . . . . . . . Fasanenweg 10, 70771 Leinfelden-Echterdingen, 100%
Germany
Daimler Trucks North America LLC . . ... N. Channel Avenue 4555, 97217 Portland, U.S. 100%
Detroit Diesel Corporation . . . . . . . . . ... Outer Drive West 13400, 48239-4001 Detroit, U.S. 100%
Freightliner Custom Chassis Corporation ... Hyatt Street 552, 29341 Gaffney, U.S. 100%
Daimler Truck Financial Services GmbH .. Fasanenweg 10, 70771 Leinfelden-Echterdingen, 100%
Germany
Banco Mercedes-Benz do Brasil S.A. . . . . . Av. do Café 277, 04311-900 São Paulo, Brasil 100%
Daimler Truck Financial Services USA LLC Heritage Parkway 14372, 76177 Fort Worth, U.S. 100%
Mercedes-Benz do Brasil Ltda. . . . . . . . . . Av. Alfred Jurzykowski 562, 09680-900 São 100%
Bernardo do Campo, Brasil
Mercedes-Benz Türk A.S. . . . . . . . . . . . . Akçaburgaz Mahallesi Süleyman Şah Caddesi 6, 66.91%
34522 Istanbul, Turkey
EvoBus GmbH . . . . . . . . . . . . . . . . . . . Fasanenweg 10, 70771 Leinfelden-Echterdingen, 100%
Germany
Mitsubishi Fuso Truck and Bus Corporation Ohkura-cho, Nakahara-ku 10, 211-8522 Kawasaki, 89.29%
Japan
14.7 Auditor
KPMG AG Wirtschaftsprüfungsgesellschaft, Klingelhöferstraße 18, 10785 Berlin (“KPMG”) is the
independent auditor of the Company.
KPMG was appointed as auditor of (i) the combined financial statements of the Daimler Truck Business
prepared in accordance with IFRS as of and for the fiscal years ended December 31, 2020, 2019 and 2018, on
which KPMG has issued an auditor’s report (Bestätigungsvermerk) and (ii) the audited unconsolidated financial
statements of Daimler Truck Holding AG prepared in accordance with IFRS as of and for the stub period from
March 25, 2021 to September 30, 2021 on which KPMG has issued an auditor’s report (Bestätigungsvermerk).
KPMG is a member of the German Chamber of Public Accountants (Wirtschaftsprüferkammer),
Rauchstraße 26, 10787 Berlin, Germany.
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14.8 Announcements and Paying Agent
Pursuant to the Articles of Association, the Company’s announcements are published in the German Federal
Gazette (Bundesanzeiger). Should a different form of publication be mandatory by law, such form of
publication will replace the publication in the German Federal Gazette (Bundesanzeiger). Notices to the
shareholders of the Company may also be communicated by means of remote data transmission.
In accordance with the Prospectus Regulation, announcements in connection with the approval of this
Prospectus or any supplements thereto will be published in the form of publication provided for in this
Prospectus, in particular through publication on the Company’s website (www.daimlertruck.com).
The paying agent is Deutsche Bank. The mailing address of the paying agent is: Deutsche Bank AG, Trust and
Agency Services, Post IPO Services, Taunusanlage 12, 60325 Frankfurt am Main, Germany.
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15 DESCRIPTION OF SHARE CAPITAL
15.1 Current Share Capital and Shares
At the date of this Prospectus, the share capital of the Company amounts to EUR 50,000 and is divided into
50,000 ordinary registered shares with no-par value (auf den Namen lautende Stückaktien). The share capital
has been fully paid up. The Company’s Shares were created pursuant to the laws of Germany. Following the
Demerger Transactions Effective Date, the share capital of the Company will amount to EUR 822,951,882 and
will be divided into 822,951,882 ordinary registered shares with no par value (auf den Namen lautende
Stückaktien).
Each share carries one vote at the Company’s general meeting. There are no restrictions on voting rights. The
Existing Shares carry full dividend rights as of March 25, 2021. The New Shares carry full dividend rights as
of January 1, 2022.
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With the consent of the Supervisory Board, the Management Board is authorized to exclude the subscription
rights of shareholders in the following cases:
• to exclude residual or fractional amounts from the subscription right;
• in the case of capital increases in exchange for non-cash contributions for the purpose of the (also
indirect) acquisition of companies, parts of companies, participating interests in companies or other
assets or claims to the acquisition of assets, including receivables from the Company or its group
companies;
• to the extent necessary to grant holders of bonds with conversion or option rights/conversion or
option obligations that were or will be issued by the Company or its direct or indirect subsidiaries a
right to subscribe for new registered no-par value shares of the Company in the amount to which they
would be entitled as shareholders after exercising the conversion or option rights/after fulfillment of
the conversion or option obligations; and
• in the case of capital increases in exchange for cash contributions, if the issue price of the new shares
is not significantly lower than the stock market price of the previously listed shares and the
computational part of the shares issued with the exclusion of subscription rights pursuant to
section 186 para. 3 sentence 4 of the German Stock Corporation Act (Aktiengesetz) in the share
capital does not exceed 10% of the share capital in total—either at the time when this authorization
takes effect or when it is exercised. This limit of 10% of the Company’s share capital is to include
shares (i) that are issued or sold during the period of this authorization with the exclusion of
subscription rights under direct or indirect application of section 186 para. 3 sentence 4 of the
German Stock Corporation Act (Aktiengesetz), and (ii) that are issued or may be or have to be issued
to honor bonds with conversion or option rights/conversion or option obligations if the bonds are
issued with the exclusion of the shareholders’ subscription right after this authorization takes effect
pursuant to section 186 para. 3 sentence 4 of the German Stock Corporation Act (Aktiengesetz).
The computational part of the sum of shares issued according to this authorization upon exclusion of the
shareholders’ subscription right in exchange for cash and/or non-cash contributions in the share capital must not
exceed 10% in total of the share capital at the time when this authorization takes effect. This limit is to include
shares (i) that are issued or sold during the period of this authorization with the exclusion of subscription rights,
and (ii) that are issued or may be or have to be issued to honor bonds with conversion or option rights/
conversion or option obligations if the bonds are issued with the exclusion of the shareholders’ subscription
right after this authorization takes effect.
The Management Board is authorized to stipulate, with the consent of the Supervisory Board, the other details
of the implementation of capital increases out of the Approved Capital 2021.
15.4.1 Overview
The authorization to acquire Treasury Shares enables the Company to acquire its own shares for any
permissible purpose and, in particular, to use them to finance mergers and acquisitions, to transfer them to third
parties against payment in cash, to fulfill obligations under convertible or option bonds or to transfer them to
employees, or to redeem the shares.
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15.4.3 Acquisition of Treasury Shares using Derivatives
In addition, the Company is entitled, with the consent of the Supervisory Board, to acquire Treasury Shares
also by way of using derivatives. The authorization to use derivatives does not lead to an extension of the
maximum limit for the acquisition of Treasury Shares of up to a total of 10% of the Company’s share capital.
Any claim of the shareholders to conclude a derivative transaction with the Company is excluded. Shareholders
also have no right to conclude derivative transactions if, in the case of an intended acquisition of Treasury
Shares using derivatives, a preferential offer is provided for the conclusion of derivative transactions relating to
smaller numbers of shares. Shareholders have a right to tender their shares to the Company only to the extent
that the company is obligated to purchase the shares from them under the derivative transactions. Otherwise,
the use of derivatives in the course of the buyback of Treasury Shares would not be possible and the benefits
for the company associated therewith could not be achieved.
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persons. The transfer of shares to this group of persons strengthens the identification of the beneficiaries with
the Company and the ownership culture within the Company. This is in the interest of the Company. The same
applies to the exclusion of subscription rights required for this use.
15.4.5 Maximum Limit for the Sale of Treasury Shares with the Exclusion of Subscription Rights
The aggregate amount of Treasury Shares used subject to an exclusion of shareholders’ subscription rights
during the term of this authorization may not account for more than a computational part of 10% of the
Company’s share capital at the time this authorization becomes effective or—if this value is lower—at the time
it is exercised. If, during the term of this authorization and until it is exercised, other authorizations to issue
shares of the Company or to issue rights that enable or oblige the holder to subscribe to shares of the Company
are exercised and the subscription right is excluded in this context, this is to be included in the aforementioned
10% limit.
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of enabling the Company to make an exchange in the event of its impending insolvency or for the purpose of
averting over indebtedness.
A resolution to decrease the share capital must be adopted by a simple majority of the votes cast and at least
75% of the share capital represented when the resolution is passed. A decrease of the share capital is also
possible upon cancellation of treasury shares if the authorization granted to the Management Board by the
general meeting to purchase treasury shares explicitly allows for such cancellation (see “15.4 Authorization to
Purchase and Use Treasury Shares”).
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15.8.3 Squeeze-out under Transformation Law
Under section 62 para. 5 of the German Transformation Act (Umwandlungsgesetz), a majority shareholder
holding at least 90% of the Company’s share capital may require the Company’s general meeting to resolve to
transfer the shares of the minority shareholders to such majority shareholder against payment of an adequate
compensation in cash, provided that (i) the majority shareholder is a stock corporation
(Aktiengesellschaft—AG), a partnership limited by shares (Kommanditgesellschaft auf Aktien—KGaA) or a
European stock corporation (Societas Europaea—SE) having its registered seat (Sitz) in Germany, and (ii) the
squeeze-out is performed to facilitate a merger under the German Transformation Act (Umwandlungsgesetz)
between the majority shareholder and the Company. The general meeting held to approve the squeeze-out must
take place within three months of the conclusion of the merger agreement. The procedure for a squeeze-out
under the German Transformation Act (Umwandlungsgesetz) is essentially identical to the “squeeze-out under
stock corporation law” described above, including the minority shareholders’ right to judicial review of the
appropriateness of the cash compensation.
15.8.4 Integration
Under sections 319 et seqq. of the German Stock Corporation Act (Aktiengesetz), the Company’s general
meeting may vote for an integration (Eingliederung) into another stock corporation that has its registered office
in Germany, provided the prospective parent company holds at least 95% of the shares of the Company. The
former shareholders of the Company are entitled to adequate compensation, which generally must be provided
in the form of shares in the parent company. The amount of the compensation must be determined using the
“merger value ratio” (Verschmelzungswertrelation) between the two companies, i.e., the exchange ratio which
would be considered reasonable in the event of merging the two companies. Fractional amounts may be paid
out in cash.
15.9 Shareholder Notification Requirements, Mandatory Takeover Bids and Managers’ Transactions
Once the Company has applied for the admission of its shares to trading on the regulated market (Regulierter
Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), with simultaneous admissions to the
sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the
Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), the Company will be subject to the German
Securities Trading Act (Wertpapierhandelsgesetz) and its provisions governing, inter alia, disclosure
requirements for significant shareholdings, and the German Securities Acquisition and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz) provisions governing takeover bids and mandatory offers, as
well as the Market Abuse Regulation (“MAR”) provisions governing, inter alia, obligations of persons
discharging managerial responsibilities to disclose transactions in the Company’s Shares, debt instruments,
related derivatives or other related financial instruments.
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In connection with these requirements, section 34 of the German Securities Trading Act
(Wertpapierhandelsgesetz) contains various attribution rules. For example, voting rights attached to shares
held by a subsidiary are attributed to its parent company. Similarly, voting rights attached to shares held by a
third party for the account of a person or entity are attributed to such person or entity. Voting rights which a
person or entity is able to exercise as a proxy according to such person’s or entity’s discretion are also
attributed to such person or entity. Furthermore, any coordination by a person or entity with a third party on the
basis of an agreement or in any other way generally results in a mutual attribution of the full amount of voting
rights held by, or attributed to, the third party as well as to such person or entity. Such acting in concert
generally requires a consultation on the exercise of voting rights or other efforts designed to effect a permanent
and material change in the business strategy of the Company. Accordingly, the exercise of voting rights does
not necessarily have to be the subject of acting in concert. Coordination in individual cases, however, is not
considered as acting in concert.
Except for the 3% threshold, similar notification requirements towards the Company and BaFin exist pursuant
to section 38 para. 1 of the German Securities Trading Act (Wertpapierhandelsgesetz), if the other
aforementioned thresholds are reached, exceeded or fallen below, because a person or entity holds instruments
that (i) confer to it (a) the unconditional right to acquire already issued shares of the Company to which voting
rights are attached when due or (b) discretion to exercise his or her right to acquire such shares or (ii) relate to
such shares and have a similar economic effect as the aforementioned instruments, whether or not conferring a
right to a physical settlement. Thus, the latter mentioned notification requirements also apply, for example
pursuant to section 39 para. 1 of the German Securities Trading Act (Wertpapierhandelsgesetz) to share swaps
against cash consideration and contracts for difference. In addition, a person or entity is subject to a notification
requirement towards the Company and BaFin pursuant to sections 33 para. 1 and 38 para. 1 of the German
Securities Trading Act (Wertpapierhandelsgesetz) if the sum of the voting rights from shares and instruments
held or attributed to such person or entity reaches, exceeds or falls below the aforementioned thresholds, except
for the 3% threshold.
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15.9.4 Consequences of Violations of Notification Requirements
If a shareholder fails to file a notice or provides false information with regard to shareholdings, pursuant to
sections 33 and 34 of the German Securities Trading Act (Wertpapierhandelsgesetz), the rights attached to
shares held by or attributed to such shareholder, do not exist for as long as the notification requirements are not
fulfilled or not fulfilled appropriately. This temporary nullification of rights applies, in particular, to dividend,
voting and subscription rights. However, it does not apply to entitlements to dividend and liquidation gains if
the notifications were not omitted willfully and have since been submitted. If the shareholder willfully or with
gross negligence fails to disclose the correct proportion of voting rights held, the rights attached to shares held
by or attributed to such shareholder cease to exist for a period of six months after such shareholder has
correctly filed the necessary notification, except if the variation was less than 10% of the actual voting right
proportion and no notification with respect to reaching, exceeding or falling below the aforementioned
thresholds, including the 3% threshold, was omitted. The same rules apply to shares held by a shareholder if
such shareholder fails to file a notice or provides false information with regard to holdings in instruments or
aggregate holdings in shares and instruments pursuant to sections 38 para. 1 and 39 para. 1 of the German
Securities Trading Act (Wertpapierhandelsgesetz). In addition, a fine may be imposed for failure to comply
with notification obligations. BaFin also publishes decisions on sanctions and measures with regard to
violations of the disclosure obligations and persons responsible for such violations pursuant to section 40c of
the German Securities Trading Act (Wertpapierhandelsgesetz).
15.9.5 Special Notification Requirements for more than 10% of the Voting Rights
Pursuant to section 43 of the German Securities Trading Act (Wertpapierhandelsgesetz), a shareholder who
reaches or exceeds the threshold of 10% of the voting rights of the Company, or a higher threshold, is required
to notify the Company (which has to publish such information) within 20 trading days regarding the objective
being pursued through the acquisition of such voting rights, as well as regarding the source of funds used for
the purchase. Afterwards, changes in those objectives must also be reported within 20 trading days. The
Articles of Association have not made use of the option to release shareholders from this disclosure obligation.
In calculating whether the 10% threshold has been reached, the attribution rules apply as referred to in section
“15.9.1 Notification Requirements of Shareholders”.
15.11 Transactions Undertaken for the Account of a Person with Management Duties
According to article 19 of the MAR, a person discharging managerial responsibilities within the meaning of
article 3 para. 1 No. 25 of the MAR (i.e., the members of the Management Board and the Supervisory Board)
must notify the Company and BaFin of transactions undertaken for their own account relating to the
Company’s shares, debt instruments, or related financial instruments (subject to a EUR 20,000 de minimis
exception per calendar year for all such transactions). This also applies to persons or entities closely associated
with a person discharging managerial responsibilities within the meaning of article 3 para. 1 no. 26 of the
MAR. Such notifications shall be made promptly and no later than three business days after the date of the
relevant transaction. The Company shall ensure that such notifications are promptly made public and no later
than two business days after receipt of the notification.
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15.12 Post-Admission Disclosure Requirements
After the Admission to Trading of the Company’s Shares, the Company will for the first time be subject to the
legal disclosure requirements for German stock corporations with shares listed on a public exchange. These
disclosure requirements include, inter alia, the disclosure of an audited report of the remuneration paid to
members of the Management Board and the Supervisory Board (Vergütungsbericht), the disclosure of
transactions with related parties, periodic financial reporting and other required disclosures according to the
German Securities Trading Act (Wertpapierhandelsgesetz) as well as disclosure requirements under the MAR.
The Company will also be obliged under the Listing Rules of the Frankfurt Stock Exchange (Frankfurter
Wertpapierbörse) (Börsenordnung für die Frankfurter Wertpapierbörse), as amended from time to time, to
publish quarterly statements, as the Company’s Shares are to be listed on the Prime Standard sub-segment of
the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse).
Pursuant to Article 17 of the MAR, the Company is required to inform the public as soon as possible of inside
information (as defined below) which directly concerns the Company. In such case the Company is required to
also, prior to informing the public, inform the BaFin and the management of the trading venues and facilities
(Geschäftsführungen der Handelsplätze) where financial instruments of the Company have been admitted to
trading or been included in such trading, and, after publication, without undue delay transmit the information to
the German Company Register (Unternehmensregister).
Inside information comprises, inter alia, any information of a precise nature, which has not been made public,
relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it
were made public, would be likely to have a significant effect on the price of those financial instruments or on
the price of related derivative financial instruments.
The Company may, at its own risk, delay disclosure of inside information if (i) immediate disclosure is likely
to prejudice the legitimate interests of the Company, (ii) delay of disclosure is not likely to mislead the public
and (iii) the Company is able to ensure that the inside information will remain confidential. In such case, the
Company is required to also inform BaFin that disclosure of the information was delayed and provide a written
explanation of how the conditions set out in the preceding sentence were met immediately after the information
is disclosed to the public. Where disclosure of inside information has been delayed and the confidentiality of
that inside information is no longer ensured, the Company is required to disclose such inside information to the
public as soon as possible.
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16 GOVERNING BODIES
16.1 Overview
The Company’s governing bodies are the Management Board (Vorstand), the Supervisory Board (Aufsichtsrat)
and the general meeting (Hauptversammlung). The Company has a two-tier management and control system,
consisting of the Management Board and the Supervisory Board. The powers and responsibilities of these
governing bodies are determined by the AktG, the German Corporate Governance Code (Deutscher Corporate
Governance Kodex) (the “Code”), the Articles of Association (Satzung) and will be determined by the internal
rules of procedure for both the Supervisory Board (Geschäftsordnung für den Aufsichtsrat) and the
Management Board (Geschäftsordnung für den Vorstand), which are expected to be resolved upon in
December 2021 (see regarding the Management Board “16.2.1 Overview” and regarding the Supervisory Board
“16.3.1 Overview”).
The Management Board is responsible for managing the Company in accordance with applicable law, the
Articles of Association, the rules of procedure for the Management Board and the schedule of responsibilities
(Geschäftsverteilungsplan), which are expected to be resolved upon in December 2021, taking into account the
resolutions of the general meeting. The members of the Management Board represent the Company in dealings
with third parties.
Simultaneous management and supervisory board membership in a German stock corporation is not permitted
under the AktG; however, in exceptional cases and for an interim period, a member of the supervisory board
may occupy a vacant seat on the management board of the same German stock corporation. During this period,
such individual may not perform any duties for the Supervisory Board. Such stand-in arrangement is limited in
time for a maximum period of one year.
The Supervisory Board determines the exact number of members of the Management Board. Pursuant to the
Articles of Association, the Company’s Management Board consists of at least two members. The Supervisory
Board also appoints the members of the Management Board and is entitled to dismiss each of them under
certain circumstances. As set out in the AktG, the Supervisory Board advises and supervises the Management
Board’s administration of the Company but is not itself authorized to manage the Company. The Supervisory
Board will, however, designate the types of matters and transactions of the Company and its dependent
companies (abhängige Unternehmen) that require the approval of the Supervisory Board after the Demerger
Transactions Effective Date and may stipulate other types of transactions and measures to be subject to a
requirement of its consent within the internal rules of procedure for the Management Board or for the
Supervisory Board or by a resolution of its members. The Supervisory Board may also approve a certain group
of the above-mentioned transactions in general.
Each member of the Management Board and Supervisory Board owes a duty of loyalty, duty of legality and
duty of care to the Company. Members of these bodies must consider in their decision-making a broad
spectrum of interests, particularly those of the Company and its shareholders, employees and creditors. In
addition, the Management Board must take into consideration the shareholders’ rights to equal treatment and
equal access to information. If members of the Management Board or Supervisory Board breach their duties,
they may be individually or jointly and severally liable with the other members of the Management Board or
the Supervisory Board to the Company for compensatory damages, as the case may be.
Under German law, a shareholder generally has no right to proceed directly against members of the
Management Board or Supervisory Board to assert a breach of their duties to the Company. In general, only the
Company has the right to enforce claims for damages against the members of the Management Board or
Supervisory Board. With respect to claims against Supervisory Board members, the Company is represented by
the Management Board, and the Supervisory Board represents the Company with respect to claims against
members of the Management Board. Pursuant to a decision of the German Federal Supreme Court
(Bundesgerichtshof), the Supervisory Board is required to assert damages claims against the Management
Board if they are likely to succeed, unless significant interests of the Company conflict with the pursuit of such
claims and outweigh the reasons for bringing such claims. Even if they decide not to pursue a claim, the
Management Board and the Supervisory Board must nevertheless assert the Company’s claims for damages if a
resolution to this effect is passed by the general meeting with a simple majority vote. The general meeting may
also appoint a special representative (besonderer Vertreter) to assert the claims. Such a special representative
may also be appointed by the court upon a request by shareholders whose shares together amount to not less
than 1/10th of the share capital or represent a pro rata amount of EUR 1 million. If there are facts that justify
the suspicion that the Company was harmed by dishonesty or a gross violation of law or the Articles of
Association, shareholders who collectively hold 1/100th of the share capital or a pro rata share of EUR 100,000
may also, under certain further conditions, seek damages from members of the Company’s governing bodies in
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their own names through court proceedings seeking leave to file a claim for damages. Such claims, however,
become inadmissible if the Company itself files a claim for damages. In addition, the general meeting may
appoint a special auditor (Sonderprüfer) to audit transactions, particularly management transactions, by a
simple majority vote. If the general meeting rejects a motion to appoint a special auditor, the court must
appoint a special auditor upon the request of shareholders whose shares together amount to not less than 1/
100th of the share capital at the time the request is filed or represent a pro rata amount of EUR 100,000 if facts
exist that justify the suspicion that the behavior in question constituted dishonesty or gross violations of the law
or the Articles of Association. If the general meeting appoints a special auditor, the court must appoint another
special auditor upon the petition of shareholders whose shares cumulatively constitute 1/100th of the share
capital at the time the petition is filed or constitute a pro rata share of EUR 100,000 if this appears necessary,
in particular because the appointed special auditor is unsuited.
Shareholders and shareholder associations can solicit other shareholders to file a petition, jointly or by proxy,
for a special audit, for the appointment of a special representative, or to convene a general meeting or exercise
voting rights in a general meeting in the shareholders’ forum of the German Federal Gazette (Bundesanzeiger),
which is also accessible via the website of the German Company Register (Unternehmensregister).
The Company may only waive or settle claims for damages against members of the Management Board or
Supervisory Board three years after such claims arose and if the shareholders grant their consent at the general
meeting by simple majority vote and if no objection is raised and documented in the minutes of the general
meeting by shareholders whose shares cumulatively constitute 10% of the share capital.
Under German law, individual shareholders and all other persons are prohibited from using their influence on
the Company to cause a member of the Management Board or the Supervisory Board to take an action
detrimental to the Company. A shareholder with a controlling influence may not use that influence to cause the
Company to act contrary to its own interests unless there is a domination agreement (Beherrschungsvertrag)
between the shareholder and the Company and unless the influence remains within the boundaries of certain
mandatory provisions of law or compensation is paid for the disadvantages that the Company suffers from such
influence. Any person who intentionally uses his or her influence on the Company to cause a member of the
Management Board or the Supervisory Board, an authorized representative (Prokurist) or an authorized agent
(Handlungsbevollmächtigter) to act to the detriment of the Company or its shareholders is liable to compensate
the Company and the affected shareholders for the resulting losses. Alongside a person who uses his or her
influence to the detriment of the Company, the members of the Management Board and Supervisory Board can
be jointly and severally liable, if they acted in violation of their duties.
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the casting vote in the case of a tie of votes. As a general rule, the Management Board will pass resolutions in
meetings. An absent member who is not connected by telephone or video conference may participate in the
adoption of a resolution in a meeting by having his vote submitted to the chairman of the Management Board
in text form by a member present. In urgent cases and if no Management Board member objects within an
appropriate time as determined by the chairman of the Management Board, resolutions may also be adopted, at
the arrangement of the chairman of the Management Board, in writing, by fax, e-mail or any other electronic
means (or by a combination of these communication media).
The Company is legally represented vis-à-vis third parties and in court proceedings by two members of the
Management Board or by one member of the Management Board together with an authorized representative
(Prokurist). The Company may also be represented by two authorized representatives (Prokuristen) to the
extent legally permissible.
Pursuant to the RoP-MB, the Management Board resolves unanimously upon the allocation of responsibilities
within the Management Board, where such allocation will be within the framework of the Supervisory Board’s
requirements regarding the allocation of the Management Board’s areas of responsibility (segments and/or
functional executive divisions).
Further details, particularly regarding chairmanship, joint responsibility, conflicts of interests and internal
organization are governed by the RoP-MB.
The following description provides summaries of the curricula vitae of the current and designated members of
the Management Board and indicates their principal activities outside the Group to the extent those activities
are significant with respect to the Group.
Martin Daum
Martin Daum was born in 1959 in Karlsruhe, Germany. After graduating from high school in 1978, he did an
apprenticeship as a banker. Post his apprenticeship, in 1980, he studied economics at the University of
Mannheim, Germany and graduated with a master’s degree in economics in 1985. After two years of working
as a Management Consultant, Martin Daum joined the then Daimler-Benz AG in 1987 as a part of an
international management associate program.
In 1988, he was appointed as Manager, Sales organization Overseas/Sales Companies Overseas at Daimler-
Benz AG. In 1990, he became Senior Manager, Assistant to the Board Member Trading and Marketing
Services at debis AG. In 1992, he became Senior Manager, Commercial Director at debis Marketing Services
GmbH. In 1996, he was promoted to Director, Project Manager Controlling Light Truck Concept at Mercedes-
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Benz Trucks, Portland, U.S. In 1997, he was promoted to Director, General Manager Finance and
Administration at Sterling Corporation, Willoughby, Ohio U.S. In 2001, he was promoted to Director, Strategy
CVD of DaimlerChrysler AG. In 2002, he was promoted to Director, Controlling Mercedes-Benz Trucks of
Daimler AG.
In 2003, he was elected as the Vice President, Product Unit Unimog, Special Vehicles & Controlling of
Daimler AG. In 2006, he was elected as the Vice President, Operations Mercedes-Benz Trucks of Daimler AG.
In 2009, he was elected as the Executive Vice President, President & Chief Executive Officer of Daimler
Trucks North America LLC. Since 2017, Martin Daum has been heading Daimler Trucks and Buses and has
been a member of the board of management of Daimler AG. Since 2019, Martin Daum is the Chairman of the
board of management of Daimler Truck AG.
Jochen Götz
Jochen Götz was born in 1971 in Rastatt, Germany. After school in Gaggenau, he started his professional
journey in 1987 when he joined Mercedes-Benz AG as a trainee for industry merchant.
Jochen Götz gained experience in Product controlling Unimog and Department controlling Unimog while he
studied in parallel Government and Economics at the Academy for Administration and Business in Karlsruhe
from 1995 to 1998, graduating with a diploma in business administration. In 2001, he became a Manager
(Controlling & Target planning Mercedes-Benz Trucks), and then to a senior manager (Reporting Actuals) in
2003. In 2004, he was appointed as a Senior Manager for Finance Trucks Europe/Latin America at
Daimler AG.
In 2009, he was promoted to a Director for Controlling Daimler Truck Axles & Transmissions / Integration TM
of Daimler AG. In 2012, he was appointed to Director, Controlling Operations Truck Powertrain of
Daimler AG and afterwards to Director, Finance and Controlling Trucks NAFTA of Daimler Trucks North
America LLC. In 2013, he was appointed to Director, Controlling and Reporting Mercedes-Benz Cars) of
Daimler AG.
In 2015, he was elected as the Vice President for Finance and Controlling Daimler Trucks & Buses at
Daimler AG. Since 2018, he has acted as the Executive Vice President responsible for Finance and Controlling
Daimler Trucks & Buses) of Daimler AG. Since 2020, Jochen Götz has been a member of the board of
management of Daimler Truck AG responsible for Finance & Controlling.
John O’Leary
John O’Leary was born in 1960 in Seattle, Washington, United States. He graduated from Seattle University
with a Bachelor of Arts in Accounting in 1986. Additionally, he completed the Executive Program at
Northwestern University’s Kellogg Graduate School of Management. Prior to joining Daimler, John O’Leary
worked in the electronics industry for three years and at Paccar for 12 years.
In 2000, he was appointed as Senior Manager Corporate Accounting of Freightliner Corporation, Portland,
Oregon, U.S. In 2001, he was promoted to Internal Audit Director of Freightliner Corporation, Portland,
Oregon, U.S. In 2002, he was elected as the President & Chief Executive Officer, Thomas Built Buses of
Daimler Trucks North America, High Point, North Carolina, U.S. In 2010, he was elected as Senior Vice
President, Aftermarket of Daimler Trucks North America, Fort Mill, South Carolina, U.S. In 2012, he was
elected as Senior Vice President and Chief Financial Officer of Daimler Trucks North America, Portland,
Oregon, U.S. In 2020, he was elected as Chief Transformation Officer of Mercedes-Benz Trucks, Stuttgart,
Germany. In 2021, he was elected as President & Chief Executive Officer of Daimler Trucks North America
and a Member of the management board of Daimler Truck AG, responsible for the region North America and
the brands Freightliner, Western Star and Thomas Built Buses Portland, Oregon, U.S.
Karin Rådström
Karin Rådström was born in 1979 in Södertälje, Sweden. After graduating with a Master of Engineering in
Industrial Management from the Royal Institute of Technology, Stockholm, she started as a trainee at Scania in
2004. Since 2007, Karin Rådström held several managing positions at Scania. She started as group manager of
product information within sales and marketing. She then worked in fleet management as product planner and
product & area manager for five years. In 2012, Karin Rådström was appointed as director of fleet & driver
services with global responsibility for the service portfolio of connected vehicles and driver services. In 2014,
she became director for pre-sales & marketing communications for Scania East Africa in Kenya, based in
Nairobi. In 2016, she was appointed as the Senior Vice President and head of buses & coaches Scania. From
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2019 until 2020, Karin Rådström was responsible for sales and marketing at Scania as a member of the
executive board.
As of February 2021, Karin Rådström joined the management board of Daimler Truck AG responsible for the
regions Europe and Latin America and the Mercedes-Benz Truck brand.
Jürgen Hartwig
Jürgen Hartwig was born in 1967 in Rastatt, Germany. After graduating from high school in 1986, he studied
business education at the University of Mannheim from 1987 to 1993. Jürgen Hartwig began his professional
career at Daimler AG in 1993 in the Human Resources and Organizational Development Commercial Vehicles
Division in Gaggenau plant. From 1996 to 1999 he was Manager Qualification, Process Consulting and
Organization in Rastatt plant. In 1999, Mr. Hartwig became Senior Manager Qualification, Process Consulting
and Organization in Rastatt plant. In 2002, he became Senior Manager HR Daimler Research at Daimler AG.
In 2005, Mr. Hartwig was appointed Director HR Daimler Research & PC Development of Daimler AG. In
2007, he became Director Daimler Research & PC Development and Central of Daimler AG. In 2010, he took
over the role Director Corporate Organization & Change Management HR of Daimler AG. From 2013 to 2016,
Mr. Hartwig assumed the role Director Human Resources Greater China in Beijing at Daimler Greater
China Ltd. Upon his return to Germany in 2016, he was appointed Vice President Human Resources Daimler
Trucks at Daimler AG. Since 2019, Mr. Hartwig is member of the board of management of Daimler Truck AG
Human Resources & Labor Director. Mr. Hartwig will continue assuming the role as member of the board of
management of Daimler Truck AG Human Resources & Labor Director following the Spin-off.
Since 2018, Mr. Hartwig is also a member of the supervisory board of EvoBus GmbH. Since 2020, he is a
member of the supervisory board of European School of Management and Technology (ESMT) Berlin. Starting
in the second half of 2021, Mr. Hartwig will become a member of the advisory board of SG Stern Germany
e.V. and member of the advisory board of ISS Degerloch e.V. Further, he will take over one board seat in the
Daimler-Benz Foundation and become member of the presidium to the German Federal Union of
Employers (BDA).
Stephan Unger
Stephan Unger was born in 1967 in Dannenberg, Germany. He holds a master degree in Business
Administration (Diplom-Kaufmann) from the Technical University of Berlin. He has held various positions in
finance and controlling in his career to date. Stephan Unger started his professional career 1993 at ABB
Henschel, which later became DaimlerCrysler Railsystems GmbH (Adtranz). In 2001, he became the executive
general manager of group controlling at Mitsubishi Motors Corporation in Tokyo, Japan. In 2004, Stephan
Unger was appointed director of finance and controlling at Mercedes-AMG GmbH, Stuttgart, Germany, and
became director of corporate controlling of the Daimler Group in 2008. In 2012, Stephan Unger became a
member of the management board, responsible for finance & controlling, risk management and digital mobility
solutions of Daimler Mobility AG. In his role, he promoted Daimler Mobility’s transformation into an
integrated, digitized financial services provider through strategic partnerships and investments in start-ups,
including the mobility services and the YOUR NOW joint venture with BMW AG. On July 1, 2021, Stephan
Unger became a member of the management board of Daimler Truck AG, responsible for Financial Services.
He also became Chief Executive Officer of Daimler Truck Financial Services GmbH in 2021.
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Karl Deppen
Karl Deppen was born in 1966 in Osnabrueck, Germany. In addition to having an academic background in
economics and business administration, he also holds a dual MBA from the Business University of Vienna,
Austria and the University of Minnesota, United States
Karl Deppen started his career at the Daimler Group in Woerth, Germany in 1990 as a procurement specialist.
In 1993, he assumed first management responsibilities at the Daimler Group’s headquarters in Stuttgart. Over
the following years he held several senior management positions with responsibilities in purchasing and supply
chain operations, product management, human resources and finance and controlling, among other areas. He
also gathered international experience from assignments in Germany, United States, Turkey, Brazil and Japan.
From 2011 to 2014, he was responsible for human resources development and human resources services,
training leadership talent around the world at Daimler. He then served as Chief Financial Officer at Daimler
Greater China in Beijing, China from 2014 to 2017, before taking over as Vice President of cost controlling at
Mercedes-Benz Cars at Daimler AG until 2020. Since 2020, Karl Deppen has been serving as President and
Chief Executive Officer of Mercedes-Benz do Brasil Ltda. with responsibility for the truck and bus business.
As of December 2021, Mr. Deppen is going to be a member of the board of management of Daimler Trucks &
Buses and assume the position of President & Chief Executive Officer of Mitsubishi Fuso Truck & Bus
Corporation, and Head of Daimler Trucks Asia. In these capacities, Mr. Deppen will be responsible for the
FUSO and BharatBenz brands in Japan and India as well as the truck business in China.
All members of the Management Board may be reached at the Company’s offices at Fasanenweg 10, 70771
Leinfelden-Echterdingen (telephone: +49 711 8485 0).
The following overview lists all of the companies and enterprises in which the members of the Management
Board currently hold seats or have held seats on administrative, management or supervisory boards, or
comparable German or foreign supervisory bodies, or of which they were partners during the last five years,
with the exception of the Company and companies within the Group:
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• Chairman of the supervisory board of Intelligent Apps GmbH (2016-2021)
• Member of the supervisory board of SHARE NOW GmbH (2020-2021)
• Member of the supervisory board of PARK NOW Group Holding B.V. (2020-
2021)
• Member of the supervisory board at Digital Charging Solutions GmbH (2020-
2021)
• Chairman of the supervisory board at YOUR NOW Holding GmbH (2020-
2021)
• Non-Executive Director of ASTON MARTIN LAGONDA GLOBAL
HOLDINGS PLC (2021-2021)
Karl Deppen . . . . . . . Current seats:
• None
Past seats:
• Vice President Cost Controlling Mercedes-Benz Cars at Daimler AG (2017-
2020)
• Chief Financial Officer of Daimler Greater China Ltd. (2014-2017)
16.2.3 Remuneration and other benefits of the members of the Management Board
16.2.3.1 Historical Compensation of the Members of the Management Board
The Company was incorporated upon its registration with the commercial register of the local court
(Amtsgericht) of Stuttgart on April 12, 2021 (see “14.1 Formation, Incorporation, History and Share Capital”).
With effect as of December 1, 2021, the Company has entered into (new) service agreements with the relevant
members of the Management Board (including for Martin Daum and Jochen Götz who had already been
appointed as members of the Management Board of the Company since July 2021, but prior to the
commencement of the new service agreements with the Company rendered their services under service
agreements with Daimler AG respectively with Daimler Truck AG without additional compensation from the
Company). Accordingly, no member of the Management Board of the Company received any compensation
from the Company during the fiscal year ended December 31, 2020 or during the nine months ended
September 30, 2021.
For information regarding the compensation of the key management personnel that was attributable to the
Daimler Truck Group during the fiscal years ended December 31, 2020, 2019 and 2018, see “11.3 Relationship
with Key Management Personnel” and Note 41 to the Audited Combined Financial Statements included
elsewhere in this Prospectus.
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service agreements a maximum amount of the annual total compensation (including fringe benefits, other
taxable benefits and pension contributions) is defined. A maximum amount of the annual total compensation
will, going forward, also be defined in the Company’s remuneration system for the members of the
Management Board.
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the financial targets in a range between 0 to 35%. The final amount of the Annual Bonus is determined by
multiplying the annual fixed basic salary with the overall target achievement rate from the financial targets and
the ESG Targets. The maximum pay-out amount of the Annual Bonus (including the deferred portion) is
capped at 200% of the annual fixed basic salary valid in the respective fiscal year.
For the month of December 2021, members of the Management Board are entitled to a pro-rated Annual Bonus
which is oriented on the conditions for the company bonus that applied at Daimler Truck AG or Daimler AG in
case of Mr. Daum in the period before December 1, 2021, where certain adjustments apply regarding the
financial and non-financial targets to reflect the Spin-off as set out in further detail in “16.2.4 Adjustment of
Daimler Company Bonus”.
Long-Term incentive (PPSP-Participation). The members of the Management Board are entitled to a long-term
incentive which is granted through participation in a Performance Phantom Share Plan (PPSP), where each
tranche under the plan has a four-year term (three-year performance period and one-year restriction period).
The PPSP is designed to set incentives for the sustainable and long-term development of the Group. For each
fiscal year and member of the Management Board the Supervisory Board determines an allocation value
(Zuteilungswert) for the respective PPSP tranche in the form of an absolute euro amount which is divided by
the relevant average share price of the Company to determine a preliminary number of virtual shares to be
allocated to the participant. Depending on the actual achievement of performance targets which are set by the
Supervisory Board for each respective upcoming fiscal year over the three-year term the final number of virtual
shares is determined for each participant. Currently applied performance targets of the PPSP are linked 50% to
return on sales and 50% to relative share performance each measured in relation to the return on sales and
share performance, respectively, of a comparison group consisting of certain competitors of the Company. At
the end of the respective performance period the number of virtual shares that was determined based on the
target achievement over the three-year term is locked-in. Following the expiration of the one-year restriction
period the locked-in number of virtual shares is multiplied with the then applicable share price of the Company.
During the overall four-year term of the PPSP tranche, a dividend equivalent is applied to the virtual shares
which reflects the dividend actually paid for real shares in the Company over such period. The cash amount to
be paid out to the participant is determined at the end of the four-year plan term and released for payment at
the latest in March (respectively for the PPSP tranche for 2018 at the latest in April) following the expiration of
the four year period. A cap applies at an amount equal to 250% of the allocation value of the respective PPSP
starting from PPSP tranche 2022, where the cap includes also any dividend equivalents paid out under the
respective PPSP tranche. Such a cap of 250% does not apply to the PPSP tranches 2018, 2019, 2020 and 2021.
As far as members of the Management Board, prior to the effectiveness of the (new) service agreements with
the Company, have received a PPSP grant from Daimler Truck AG or Daimler AG for certain performance
periods starting prior to 2022 (PPSP tranches for 2018, 2019, 2020 and 2021), the Company will take over their
entitlements and will continue the respective PPSP in an adjusted form as Group-specific PPSP for the
respective remaining plan term, including, except for the PPSP tranche for 2018, a conversion of the
preliminary virtual Daimler AG shares in virtual shares of the Company with effect of the Spin-Off. The PPSP
for the tranches 2018, 2019, 2020 and 2021 will be paid out by the Company.
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16.2.3.3 Pension Benefits
Under the (new) service agreements with the Company the members of the Management Board (except for
Martin Daum) participate in a company pension plan (Daimler Pensions Plan) which provides for old-age,
disability and surviving dependents’ benefits.
The annual contribution of the Company under the Daimler Pensions Plan amounts to 15% of the pensionable
income which generally consists of the fixed basic salary and the Annual Bonus granted in the respective
contribution year. The pension contribution amount is converted into fictitious fund shares and credited to an
individual pension account established by the Company for each member of the Management Board from
December 1, 2021. The fictitious value of the fund shares on the pension account generally indicates the
available capital for the event giving rise to a pension claim (pension capital). The pension capital equals the
value of the pension expectancy; in case the pension capital is less than the overall sum of the pension
contributions, the latter is decisive for determining the amount of the individual pension expectancy in case of
old-age pension benefits. If a claim to pension is acquired as a survivor benefit, the pension capital shall be
increased under certain circumstances and subject to certain limits. The pension expectancy vests if the
statutory requirements are met, i.e., if the service relationship ends prior to the event giving rise to a pension
claim but after the age of 21 and the pension commitment has existed for at least three years at that time.
Furthermore, the members of the Management Board are entitled to participate in a company pension plan
(Zukunftskapital) which is financed by the respective member of the Management Board through salary
conversion (Entgeltumwandlung) and which provides for old-age, disability and surviving dependents’ benefits.
The members of the Management Board keep their pension expectancies under the Zukunftskapital if the
service agreement ends prior to the event giving rise to a pension claim.
As far as members of the Management Board have accrued pension benefits for the past at Daimler AG
respectively Daimler Truck AG, these will remain with Daimler AG respectively Daimler Truck AG that will
continue the pension expectancy without contributions (beitragsfrei fortgeführt) (except for Ms. Rådström
whose pension grant under the Daimler Pensions Plan is transferred to the Company and for Mr. Daum whose
pension expectancy under the Daimler Pensions Plan will remain with Daimler AG in the form of a vested
pension expectancy (unverfallbare Anwartschaft)).
In addition, in the event that the (new) service agreement with the Company will be extended until reaching the
age of 60 or beyond, Mr. Gorbach, Mr. Götz, Mr. Hartwig, Mr. Unger and Mr. Deppen will receive a one-time
payment upon termination of the (extended) service agreement in order to cover the time until the beginning of
the statutory pension. Such payment (gross) amounts to EUR 120,000 for Mr. Gorbach, EUR 300,000 for Mr.
Götz and EUR 360,000 for Mr. Hartwig, Mr. Unger and Mr. Deppen (capital amount—Kapitalbetrag) whereas
this capital amount is increased as from 1 March 2009 for Mr. Gorbach, as from 1 June 2003 for Mr. Götz, as
from 1 May 2005 for Mr. Hartwig, as from 1 February 2003 for Mr. Unger and as from 13 December 2004 for
Mr. Deppen by 2% for each year until the termination date.
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The annual target total compensation (gross) for Jochen Götz amounts to EUR 2,200,000, consisting of the
fixed basic salary remuneration (EUR 650,000), the target value of the short-/ medium-term incentive (target
Annual Bonus = 100% of the fixed basic salary, equivalent to EUR 650,000)) and the yearly allocation value of
the long-term incentive from 2022 onwards (PPSP = EUR 900,000).
The annual target total remuneration (gross) for the other members of the Management Board amounts to
EUR 2,100,000 each, consisting of the fixed basic salary (EUR 650,000), the target value of the short-/
medium-term incentive (target Annual Bonus = 100% of the fixed basic salary, equivalent to EUR 650,000))
and the yearly allocation value of the long-term incentive from 2022 onwards (PPSP = EUR 800,000).
The annual maximum total compensation (gross) for the chairman of the Management Board amounts to
EUR 10,000,000 and for the other members of the Management Board to EUR 6,000,000.
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16.2.4 Adjustment of Daimler Company Bonus
Prior to the Spin-off, the members of the Management Board, save for Mr. Daum, whose Daimler company
bonus deviates from those of the other members of the Management Board (see below), were granted a
company bonus by Daimler Truck AG for the months of January to November 2021 based on their respective
service agreements with Daimler Truck AG in case the Spin-off takes effect in December 2021, which depends
on the achievement of non-financial targets and transformation targets as well as financial targets (in
accordance with the conditions for (senior) executives (Daimler Company Bonus)). The financial targets consist
of a divisional component for Daimler Trucks & Buses (70%) and a Daimler Group component (30%),
determined at 50% each on the basis of target achievement for EBIT and cash flow of the industrial business.
In general, the entitlement to receive an annual bonus remains unaffected by the Spin-off. For the month of
December 2021, following the effectiveness of the Spin-off, the financial target achievement for the pro-rated
bonus for the month of December 2021 under the (new) service agreements with the Company (“16.2.3.2
Remuneration System”), Performance-based Remuneration Components—Short-/ Medium-Term Incentive
(Annual Bonus)), will be determined on the basis of the consolidated financial statements of the Daimler Truck
Business and the target achievement of the non-financial targets and the transformation targets will be
determined at divisional level for the month of December 2021 (Daimler Truck AG). If the Spin-off does not
take effect until the fiscal year 2022, the annual bonus for the fiscal year 2021 will be determined in
accordance with the provisions of the service agreements with Daimler Truck AG applicable to date.
Mr. Daum has been granted an annual bonus based on his service agreement with Daimler AG, as a component
of his variable remuneration for the 2021 fiscal year, for the months of January to November 2021 (for which
duration the annual bonus will be paid by Daimler AG), provided that the Spin-off takes effect in
December 2021, which is dependent on the corporate success of the Daimler Group. The annual bonus for the
2021 fiscal year depends on the achievement of non-financial targets and transformation targets as well as
financial targets, the latter consisting of a group component of 100% (determined at 50% each on the basis of
target achievement for EBIT and for free cash flow of the industrial business). The financial target consists of a
divisional component for Daimler Trucks & Buses, determined at 50% each on the basis of target achievement
for EBIT and cash flow of the industrial business. In general, the entitlement to receive an annual bonus
remains unaffected by the Spin-off. Provided that the Spin-off takes effect in December 2021, the financial
target achievement for December 2021 will be determined on the basis of the consolidated financial statements
of the Company and the target achievement of the non-financial targets and the transformation targets will be
determined at divisional level for the month December 2021 (Daimler Truck AG). If the Spin-off does not take
effect until the fiscal year 2022, the annual bonus for the fiscal year 2021 will be determined in accordance
with the provisions of the service agreement with Daimler AG applicable to date.
16.2.5 Shareholdings of the Members of the Management Board and Stock Ownership Guidelines
The members of the Management Board do not directly or indirectly, hold any Shares or options on Shares of
the Company as of the date of this Prospectus.
However, according to their service agreements the members of the Management Board are expected to
privately invest in shares of the Company as an entrepreneurial participation and sign of commitment to the
Company. The Supervisory Board determines the target number of shares to be accumulated and held. The
target number is usually oriented at the amount of one annual basic fixed salary and set at 75,000 Shares for
Martin Daum, 25,000 Shares for Jochen Götz and 20,000 Shares for the other members of the Management
Board. The details of the personal share investments are subject to Stock Ownership Guidelines which are
contained in the PPSP. The Stock Ownership Guidelines provide, inter alia, for an obligation to use up to 25%
of the gross amount paid under each PPSP for the acquisition of Shares of the Company until the target number
of Shares is met.
Furthermore, the eight members of the Management Board hold 29,971 shares in Daimler AG in total for
which 14,985 Shares in the Company (plus partial rights in accordance with the allocation ratio) will be issued
upon the effectiveness of the Spin-off, if the respective shares in Daimler AG are still held on such date.
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attribution rule pursuant to section 5 para. 1 of the German Co-Determination Act (Mitbestimmungsgesetz).
Thus, the German Co-Determination Act (Mitbestimmungsgesetz) will apply, and the Supervisory Board will
then not be composed in accordance with the relevant provisions of the German Co-Determination Act
(Mitbestimmungsgesetz). Upon the Demerger Transactions’ effectiveness, the Company’s Management Board
will therefore conduct so-called status proceedings pursuant to sections 97 et seqq. of the German Stock
Corporation Act (Aktiengesetz). From the date on which the Spin-off takes effect, pursuant to the provisions of
the German Co-Determination Act (Mitbestimmungsgesetz), more than 20,000 employees will be deemed
employees of the Company, the Supervisory Board of the Company has to be comprised from that date
pursuant to sections 95 and 96 of the German Stock Corporation Act (Aktiengesetz) and section 7 para. 1 sent.
1 no. 3 of the German Co-Determination Act (Mitbestimmungsgesetz) of twenty Supervisory Board members
ten representing the shareholders and ten representing the employees.
The Company’s general meeting has amended the Articles of Association on November 5, 2021 regarding the
Supervisory Board to increase the number of the members of the Supervisory Board to twenty already before
the point in time the Co-Determination Act (Mitbestimmungsgesetz) will apply. This amendment of the Articles
of Association is by way of a condition precedent subject to the provision that it will be registered with the
competent commercial register in such manner as to ensure that it only becomes effective immediately after the
effectiveness of the Demerger Transactions (“Amended Articles Effective Date”). Thus, the increase of the
number of the members of the Supervisory Board from three to twenty will become effective upon the
Amended Articles Effective Date.
After completion of the status proceedings, the terms of office of the twenty members elected to the
Supervisory Board prior to the Spin-off by the Company’s general meeting with effect immediately after the
Spin-off takes effect will end upon one of the two following events: (i) at the close of the first general meeting
of the Company after expiry of the period for bringing a motion pursuant to section 97 para. 2 of the German
Stock Corporation Act (Aktiengesetz) or (ii) upon a final and binding court decision regarding the composition
of the Supervisory Board pursuant to section 98 of the German Stock Corporation Act (Aktiengesetz), but no
later than six months after expiry of the motion period or the final and binding decision.
The ten shareholder representatives on the Company’s Supervisory Board are therefore expected to be newly
elected by the Company’s general meeting in June 2022 (“AGM 2022”). The employee representatives on the
Company’s Supervisory Board are to be appointed by court order upon request pursuant to section 104 of the
German Stock Corporation Act (Aktiengesetz), which is expected to be filed in Q2/2022, for the period from
the end of the AGM 2022 until the completion of the election of the employee representatives.
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Pursuant to the future RoP-SB, the chairman of the Supervisory Board, or his deputy if he is prevented, is
responsible for convening the meetings of the Supervisory Board in text form (e.g., in writing, by fax or via
email) and with at least two weeks’ notice; the day of the convocation notice is included in the notice period
for the convocation of meetings. Such notice of meetings may also be given via a data room that is known and
accessible to all Supervisory Board members. The notice period may be shortened in urgent cases, but to no
less than three calendar days. Pursuant to the future RoP-SB, the Supervisory Board is required to hold at least
one meeting in each quarter and must hold two meetings in each half of the calendar year. The chairman of the
Supervisory Board, or his deputy if the chairman is unable to attend permanently or temporarily, acts as chair
of the meetings of the Supervisory Board and stipulates the order in which items are to be discussed and the
method to be adopted for voting. Following an annual general meeting in which shareholder representatives
have been elected to the Supervisory Board, there will be a constituent meeting; a special convocation to this
constituent meeting is not required. Pursuant to section 9 para. 2 of the future Articles of Association, the
Supervisory Board constitutes a quorum if all members of the Supervisory Board have been invited to attend at
the last known address and at least ten members of the Supervisory Board participate in the adoption of the
resolution. When determining the quorum, Supervisory Board members who abstain from voting shall be
counted. Unless otherwise required by law, resolutions of the Supervisory Board are passed by a simple
majority of the votes cast. For purposes of passing a resolution, abstentions do not count as votes cast. If a vote
of the Supervisory Board results in a tie, then any Supervisory Board member may demand a second vote. The
chair, or in his absence the deputy, may determine when the vote is to be repeated. If the second vote still
results in a tie, the chair has two votes. Under mandatory statutory provisions and the Articles of Association,
the Supervisory Board is authorized to establish internal rules of procedure (Geschäftsordnung). Further details,
particularly regarding the composition, the chairmanship and his/her deputy, confidentiality as well as conflicts
of interest, tasks and responsibilities, committees and internal organization are governed by the future RoP-SB.
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Name Born Member since Appointed until Position Principal occupation
John Krafcik . . . . . . . . . . . . 1961 Amended Articles AGM 2022 Member Former Chief Executive
Effective Date, expected Officer (now: Advisor) of
to be December 9, 2021 Waymo LLC
Prof. Dr. Martin Richenhagen . 1952 Amended Articles AGM 2022 Member Former Chairman, President
Effective Date, expected and Chief Executive Officer of
to be December 9, 2021 AGCO Corporation
Marie Wieck . . . . . . . . . . . . 1960 Amended Articles AGM 2022 Member Former General Manager of
Effective Date, expected IBM Blockchain
to be December 9, 2021
Harald Wilhelm . . . . . . . . . . 1966 Amended Articles AGM 2022 Member Member of the Management
Effective Date, expected Board of Daimler AG and
to be December 9, 2021 Mercedes Benz AG
Bruno Buschbacher . . . . . . . . 1978 Amended Articles AGM 2022 Member Chairman of Works Council at
Effective Date, expected Mannheim Plant
to be December 9, 2021
Harald Dorn . . . . . . . . . . . . 1971 Amended Articles AGM 2022 Member Head of Work Preparation
Effective Date, expected Workshop at Mercedes-Benz
to be December 9, 2021 Trucks Wörth and Aksaray
Daimler Truck AG
Jörg Köhlinger . . . . . . . . . . . 1963 Amended Articles AGM 2022 Member Representative of IG Metall
Effective Date, expected (German Metalworkers’
to be December 9, 2021 Union), Central
Jörg Lorz . . . . . . . . . . . . . . 1972 Amended Articles AGM 2022 Member Chairman of the Works
Effective Date, expected Council at Kassel Plant
to be December 9, 2021
Claudia Peter . . . . . . . . . . . . 1963 Amended Articles AGM 2022 Member First Authorized
Effective Date, expected Representative of IG Metall
to be December 9, 2021 (German Metalworkers’
Union), Gaggenau
Roman Zitzelsberger . . . . . . . 1966 Amended Articles AGM 2022 Member District Manager of IG Metall
Effective Date, expected (German Metalworkers’
to be December 9, 2021 Union), Baden-Württemberg
Thomas Zwick . . . . . . . . . . . 1966 Amended Articles AGM 2022 Member Chairman of Works Council at
Effective Date, expected Wörth Plant
to be December 9, 2021
Andrea Reith . . . . . . . . . . . . 1984 Amended Articles AGM 2022 Member Chair of the Works Council of
Effective Date, expected EvoBus GmbH
to be December 9, 2021
Carmen Klitzsch-Müller . . . . . 1970 Amended Articles AGM 2022 Member Chair of the Works Council of
Effective Date, expected the Joint Operation in Stuttgart
to be December 9, 2021
The following description provides summaries of the curricula vitae of the current and future members of the
Supervisory Board and indicates their principal activities outside the Group to the extent those activities are
significant with respect to the Group.
Tim Zech
Tim Zech was born in 1971 in Stuttgart, Germany. He studied business economics at the Justus-Liebig-
University in Giessen, Germany. In 1997, he started his professional career at Arthur Andersen GmbH, a tax
consultant and auditing firm for domestic and foreign companies, as a tax consultant. He joined the Daimler
Group (as established before the Phase 1 Transactions) in 2001 and has assumed various functions in the
national and international area of the tax department. Since February 2018, he has been the Vice President and
Head of tax Daimler Group (as established before the Phase 1 Transactions) and is responsible for the tax
compliance of the Daimler Group (as established before the Phase 1 Transactions) worldwide. In connection
with his responsibilities, he is also entrusted with mandates in supervisory bodies of Daimler Group (as
established before the Phase 1 Transactions) companies.
Robert Köthner
Robert Köthner was born in 1960 in Lichtenfels, Germany. He studied economics at the University of Freiburg
in Breisgau, Saarland University in Saarbrücken, Germany, and Wayne State University in the city of Detroit,
Michigan, U.S., from 1982 to 1989. He was awarded a Master of Arts (Economics) and Business
Administration (Diplom-Kaufmann).
He joined the accounting division of the former Daimler Benz AG in 1989 and has been the chief accounting
officer for Daimler Group (as established before the Phase 1 Transactions) since 2001. He is responsible for
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accounting and financial reporting in compliance with IFRS as well as German trade (HGB) and stock
corporation law (AktG). In the past years, those responsibilities have been extended to include sustainability
reporting according to Corporate Social Responsibility guidelines, risk management reporting and the shared
services organization for Accounting & Finance. He has also been responsible for controlling and accounting
governance as well as performance reporting for Mercedes-Benz AG and the Daimler Group (as established
before the Phase 1 Transactions) since April 2020. In addition to his duties as the chief accounting officer for
Daimler Group (as established before the Phase 1 Transactions), he is a member of the supervisory and
management boards of several Daimler Group (as established before the Phase 1 Transactions) companies. In
2011, he was appointed to the governing board of the Accounting Standards Committee of Germany (DRSC).
From 2015 to 2017, he was a member of the IFRS Advisory Council of the International Accounting Standards
Board (IASB).
Joe Kaeser
Joe Kaeser was born in 1957 in Arnbruck, Germany. He holds a Diploma in Business Administration from the
Ostbayerische Technische Hochschule in Regensburg, Germany.
Joe Kaeser has over 40 years of experience at Siemens AG, where he has held a variety of leading management
positions in finance and strategy, both within and outside Germany. He began his career at Siemens in 1980 in
the field of components and semiconductors, where he also worked in Malaysia and the United States. From
1999 until 2006, Joe Kaeser took over leading management positions in the finance area as well as the position
as Chief Strategy Officer at Siemens AG. He became Siemens’ Chief Financial Officer in 2006 and served
from 2013 until 2021 as President and Chief Executive Officer of Siemens AG. Since 2021, Joe Kaeser has
been Chairman of the supervisory board of Siemens Energy AG and a member of the supervisory board of
Linde plc.
Michael Brecht
Michael Brecht was born in 1965 in Karlsruhe, Germany. He completed an apprenticeship as automotive fitter
at Daimler-Benz in Gaggenau and pursued a number of training programs, including as a work and motion
analyst. In 2011, he graduated from the extra-occupational Master of Management program of the Malik
Management Center in St. Gallen. From 1981 onwards, Michael Brecht was active as member of the Gaggenau
Works Council body representing young employees and trainees and was elected as Chairman of the general
youth and trainee representative body in 1985. Since 1990, he has been active as member of the Works Council
Committee in Gaggenau and became its Chairman in 1998. Since 2014, Michael Brecht is Chairman of the
General Works Council of Daimler AG. In addition to his activities as employee representative, he performs
various honorary functions in the local municipal and union organizations.
Michael Brosnan
Michael Brosnan was born in 1955 in Worcester, United States. He holds a Bachelor of Science in Business
Administration from the Northeastern University in Boston, United States. Michael Brosnan began his career
with KPMG LLP in 1978, spending 16 years with progressive responsibility in the assurance business with
specialties in manufacturing, banking, and government finance. He was elected to the US partnership in 1988.
He spent several years with consumer and industrial manufacturing companies in senior finance roles joining
Fresenius Medical Care AG & Co. KGaA in 1998 in the United States as Vice President of Finance and
Administration for its clinical laboratory business. Shortly thereafter, he became Vice President of Fresenius
Medical Care AG & Co. KGaA’s US dialysis products business and was appointed Chief Financial Officer of
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Fresenius Medical Care AG & Co. KGaA’s North American business in 2003. In January 2010, he relocated to
Germany and was appointed to the management board with responsibility as Chief Financial Officer for the
Fresenius Medical Care AG & Co. KGaA’s global business, based in Bad Homburg, Germany. He returned to
the United States in 2019 and is now retired.
Jacques Esculier
Jacques Esculier was born in 1959 in Suresnes, France. Jacques Esculier holds a Master of Science in General
Sciences from Ecole Polytechnique de Paris, France and a Master of Science in Aerospace from Institut
Supérieur de l’Aéronautique et de l’Espace in Toulouse, France. He later obtained an MBA from INSEAD in
Fontainebleau, France. Jacques Esculier started his career as a researcher at NASA in Mountain View,
California. He then came back to France in charge of all research programs on helicopters at the French
Ministry of Defense. In 1990, he became Chief Executive Officer of Mooney Aircraft, a manufacturer of
general aviation aircraft in Texas, U.S. From 1996 to 2001, he worked at AlliedSignal Aerospace, first as Vice-
President in charge of aftermarket services across Asia Pacific, based in Singapore. He then took over the
Aircraft Environmental and Electrical Systems Division at AlliedSignal Aerospace Inc. as Vice-President
General Manager, based in Los Angeles. In 2002 Jacques Esculier joined American Standard, initially as
President of European and Asian activities for the TRANE Air-conditioning division. In 2004, he became
President of WABCO, the Vehicle Control Systems division. Following the spin-off in 2007 from American
Standard, Jacques became the Chief Executive Officer of WABCO Holdings Inc., a role he held until 2020.
Akihiro Eto
Akihiro Eto was born in 1960 in Oita Prefecture, Japan. He joined Bridgestone Corporation in 1986, after
graduating with a Bachelor’s Degree in Law from the University of Tokyo, Japan. His career at Bridgestone
comprised corporate experiences across general management functions. He was the Chief Financial Officer
from 2010 to 2018. Akihiro Eto also served as Chief Compliance Officer and Director of Corporate
Communications and Motorsport in earlier positions. His leadership experience spans across multiple functions
and responsibilities at both, Bridgestone’s Tire business, which makes for about 85% of the companies’
revenues, and its other diversified businesses accounting for 15% of Bridgestone’s turnovers. In his role as
Executive Vice President and Executive Officer for the Japan Tire Business Unit, he was responsible for market
and corporate strategy. He also led and managed Bridgestone’s diversified businesses such as vehicle parts,
building materials and chemical products. In March 2019, Akihiro Eto became Member of the Board and
served as President, Chief Operating Officer and Representative Executive Officer. He expanded his responsible
areas to Europe, Middle East, Africa, Asia and Pacific. After retiring in June 2020, he served as Chairman of
the supervisory board of Bridgestone EMIA SBU (Europe, Russia, Middle East, India, and Africa / Strategic
Business Unit) until March 2021.
Laura Ipsen
Laura Ipsen was born in 1964 in Milwaukee, Wisconsin. She holds a Bachelor of Arts in International
Relations from the University of Virginia and studied Arabic at the Yarmouk University in Jordan. Laura Ipsen
joined Cisco Systems, Inc. in 1995 and spent more than a decade there. From 1995 until 2009 she served as
Senior Vice President for Worldwide Government Affairs where she established and led Cisco’s worldwide
government affairs division. In December 2009, Laura Ipsen became the Senior Vice President and General
Manager of Cisco’s Connected Energy Business Unit, a role she held until 2012. In February 2012, Laura Ipsen
became Corporate Vice President of Microsoft Corporation’s worldwide public sector organization where she
led a team of more than 2,000 sales and marketing professionals serving government, education, and non-
privatized healthcare customers in more than 100 countries. Following this, Laura Ipsen was General Manager
and Senior Vice President for the Oracle Corporation Marketing Cloud and led the Industry Solutions group
from September 2014 until December 2017. In December 2017, she became President and Chief Executive
Officer of Ellucian Company L.P. (listed), a leading education technology solutions provider for more than
2,700 higher education institutions in more than 50 countries.
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Renata Jungo Brüngger is a member of the management board of Daimler AG and of Mercedes-Benz AG. She
is also a member of the supervisory board of Daimler Truck AG and of Münchener Rückversicherungs-
Gesellschaft Aktiengesellschaft in München.
John Krafcik
John Krafcik was born in 1961 in Southington, United States. He holds a Bachelor of Science in Mechanical
Engineering from Stanford University in California, United States and a Master of Science in Management
from MIT Sloan School in Massachusetts, U.S. He began his career in the automobile and mobility sectors at
the General Motor & Toyota joint-venture, New United Motor Manufacturing, Inc., in Fremont, California, in
1984, as a manufacturing and quality control engineer. From 1990 until 2004, he worked at Ford Motor
Company holding various technical management positions, including chassis engineering manager and chief
engineer. John Krafcik joined Hyundai Motor America as vice president for product development and strategic
planning in 2004, then held the roles as President and Chief Executive Officer from 2008 until 2013. In 2014,
he joined TrueCar, Inc., a two-sided digital marketplace, as a member of the management board and president
before moving as Chief Executive Officer to Google LLC’s autonomous driving project in 2015. John Krafcik
led Waymo LLC, an independent company of Google’s parent company Alphabet, Inc., as Chief Executive
Officer from September 2015 until May 2021.
Marie Wieck
Marie Wieck was born in 1960 in New York, United States. She received a Bachelor of Science in Engineering
from The Cooper Union, a Master’s degree in Computer Science from Columbia University, and a Master of
Business Administration from New York University. Marie Wieck is an Executive Partner of Ethos Capital, a
private equity investment firm. She joined IBM in 1983 and held a variety of technical and executive roles in
IBM’s hardware, software, services and cloud units. Marie was the General Manager of several IBM divisions
since 2010 including their WebSphere, MobileFirst, Middleware, Hybrid Cloud and Blockchain divisions.
Harald Wilhelm
Harald Wilhelm was born in 1966 in Munich, Germany. After graduating from high school in 1985, he studied
business administration at Ludwig Maximilian University in Munich, graduating with a degree in business
administration in 1991. Subsequently, Harald Wilhelm joined the then group company Deutsche Aerospace AG
as a business management assistant in the finance/controlling department. Since 2000, he has held various
positions in the finance department of Airbus Group and, from June 2012, served as Chief Financial Officer of
Airbus Group and Commercial Aircraft.
He is a member of the management board of Daimler AG and Mercedes Benz AG and a member of the
supervisory board of Daimler Mobility AG and Daimler Truck AG.
Bruno Buschbacher
Bruno Buschbacher was born in 1978 in Great St. Nicholas (Großsanktnikolaus), Romania. He completed an
apprenticeship as an industrial mechanic specializing in production technology at Daimler-Benz in Mannheim.
This was followed by various further training measures, including training in MTM and Refa. In 2006, he
completed an in-service training as a mechanical engineer at the Werner-von-Siemens-Schule in Mannheim. In
2019, he attended the General Manager seminar at European School of Management and Technology in Berlin.
From 1996, Bruno Buschbacher was a member of the Mannheim Youth and Trainee Representative Council
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and was elected Deputy Chairman of the General Youth and Trainee Representative Council in 2000. Since
2002, he has been a member of the Mannheim Works Council and became Chairman on May 1, 2021. He has
been Chairman of EvoBus GmbH General Works Council since May 1, 2021. In addition to his activities as an
employee representative, he performs various honorary functions in the trade union sector.
Harald Dorn
Harald Dorn was born in 1971 in Rodalben, Germany. After completing his general university entrance
qualification and two years of training as a reserve officer in the German Armed Forces, he studied industrial
engineering in Kaiserslautern, majoring in mechanical engineering. Parallel to his studies, he worked, among
other things, on the staff of the university president. Mr. Dorn obtained his diploma in 1998 and joined the then
Daimler-Benz AG in the same year. After working as an assistant to the production manager at the Wörth site,
Mr. Dorn performed various management tasks in the truck division of Daimler AG. During his time at
Mercedes-Benz Special Trucks, he was a member of the management team. Since 2014, he has been
responsible for the AVW work preparation workshop for sites Wörth and Aksaray (Turkey) as the interface
between development and production. In addition, he is the elected chairman of the general spokesperson
committee of senior managers at Daimler Truck AG, a member of the group spokesperson committee at
Daimler AG and chairman of the spokesperson committee in Wörth/Germersheim. In addition to the activities
described above, he performs honorary functions, among others, in the non-profit association Star Care
Rheinland-Pfalz e.V. and as chairman of the affiliated foundation SternHilfe Rheinland-Pfalz e.V.
Jörg Köhlinger
Jörg Köhlinger was born in 1963 in Wetzler, Germany. After graduating from high school and working in
telecommunications at the German Federal Post Office (Deutsche Bundespost), he graduated from a business
high school and did his civilian service at the German Red Cross (Deutsches Rotes Kreutz).
After training as an industrial clerk and subsequently working in his learned profession at the Edelstahlwerken
Buderus AG in Wetzlar, Germany, he studied at the Academy of Labor at the University of Frankfurt,
Germany. He has been a member of IG Metall since 1987 and has been active in various trade union functions
on a voluntary basis. Since 1991, he has been union secretary of the IG Metall in the central district
management responsible for the states of Hesse, Rhineland-Palatinate, Saarland and Thuringia. He held several
positions in IG Metall-Bezirk Mitte (until 2012 Frankfurt District). In 1996, he worked as a youth education
officer. In 1998, he was promoted to District Secretary for trade union education work, vocational training and
youth. In 2008, he was promoted to District Secretary focusing on company policy, store stewards’ work,
introduction of ERA, collective bargaining movements in the metal and electrical industries, company
collective bargaining policy in Hesse and Thuringia, economic and structural policy. In 2012, he was promoted
to District Secretary with focus on political planning, coordination and communication. In 2014, he was
promoted to District Secretary, responsible for collective bargaining policy in the metal and electrical industry.
In 2015, he was promoted to district Manager of IG Metall Central District (Hesse, Rhineland-Palatinate,
Saarland, Thuringia).
Jörg Lorz
Jörg Lorz was born in 1972 in Volkmarsen, Germany. After graduating from a technical college in electrical
engineering, he began a training as an industrial electronics technician at Mercedes Benz plant in Kassel in
1994. This was followed by further training measures with graduation in 2009 as a certified human resources
specialist (IHK). In 2017, a contact study program at the University of Hamburg with graduation as a manager
in social economics followed by a qualification in General Management at the European School of
Management and Technology in Berlin in 2019. After his training, he first worked in the hardening shop as a
production employee and shortly afterwards in his learned profession in the maintenance department of the
Kassel plant. From 1994 to 2019, Jörg Lorz was employed by Daimler AG. On November 1, 2019, he was
elected as the chair of the works council. From 1995 to 1998, Jörg Lorz was the chair of the young employees’
and trainees’ representative council. From 1998 to 2014, he was deputy chairman of the representative council
for severely disabled employees. Since 2002, he has been a member of the works council of the plant in Kassel
and has since served on various specialist committees of the works council. The works council elected him as
its chairman in 2018. Since April 2018, he has been a member of Daimler AG’s general works council and has
been appointed chairman of the commission for education and training. He has been a member of the
supervisory board of Daimler Truck AG since November 2019. In addition to his activities as an employee
representative, he is a member of the collective bargaining commission and the negotiating commission of IG
Metall’s central district.
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Claudia Peter
Claudia Peter was born in 1963 in Hünfeld, Germany. After school and a voluntary social year, she studied
social pedagogy. She has worked for IG Metall in various positions since 1987. She was the trade union
secretary at IG Metall Offenburg in 1988. In 1989, she was the trade union secretary at IG Metall Heidelberg.
In 1998, she was the trade union secretary at IG Metall Pforzheim. In 2004, she was the second authorized
representative in Gaggenau and has been the first authorized representative in Gaggenau since 2014.
She has been on the supervisory board of Daimler Truck AG since 2019.
Roman Zitzelsberger
Roman Zitzelsberger was born in 1966 in Ettlingen, Germany. He began an apprenticeship as machine fitter at
the former Daimler-Benz plant in Gaggenau in 1984. Subsequently, he worked at the plant as measuring
technician and machine operator and obtained an advanced technical degree in mechanical engineering. During
his apprenticeship, he was already active as ombudsman and youth representative for IG Metall and
subsequently became union secretary in Gaggenau in 1989. In 1996, he was elected as Second Authorized
Representative and in December 2003 as Chief Authorized Representative of IG Metall in Gaggenau. In
addition to his job, he completed courses at the FernUniversität Hagen in Business Administration and a study
program at the Malik-Management-Center in St. Gallen with a Master’s Degree in Management in 2011.
Roman Zitzelsberger has been active as district manager of IG Metall Baden-Württemberg since
December 2013. In the 2015 and 2018 collective bargaining rounds he negotiated the pilot agreements for
the metal and electrical industry nationwide.
Thomas Zwick
Thomas Zwick was born in 1966 in Landau (Palatinate), Germany. He completed an apprenticeship as a car
mechanic at BMW in Landau, Palatinate (Germany). Various further training measures followed. In 2011 he
completed the “European Business Competence Licence (EBCL)” via the Wirtschaftsinstitut Wiesbaden. In
2019 he graduated as a general manager from the European School of Management and Technology in Berlin.
On 1 June 1989 he became an employee at the Wörth plant of Daimler-Benz AG. In 2002 he became a
member of the shop stewards’ committee (Vertrauenskörperleitung). Since 2008 he has been a member of the
Wörth/Germersheim works council, of which he became chairman in 2015. Since 2015 he has been a member
of the general works council and is the chairman of the logistics commission there. In addition to his activities
as an employee representative, he performs various honorary functions in the trade union field.
Andrea Reith
Andrea Reith was born in 1984 in Ulm, Germany. She did a double vocational course from 1993 to 2003 in
construction mechanics with specialization in sheet metal construction technology. She also graduated from the
University of Hamburg in 2020 with a degree from the faculty of Economics and Social Sciences.
As a part of her professional journey, she worked as construction mechanic with specialization in sheet metal
construction technology at EvoBus GmbH in the assembly department from 2003 to 2018. In April 2010, she
became a works councilor and since July 2018, she has worked as a works council member at EvoBus GmbH.
From 2014 to 2019, she was the honorary judge at the social court in Ulm, Germany. Since 2019, she has been
the honorary judge at the labor court in Ulm, Germany. As another voluntary initiative, she has worked as a
trade union shop steward at IG Metall from 2004 until present.
Carmen Klitzsch-Müller
Carmen Klitzsch-Müller was born in 1970 in Pforzheim, Germany. She received her high school diploma in
1990. During her studies, she did numerous internships and student traineeships in finance and human
resources at Bardusch GmbH & Co. KG and Siemens AG. From 1993 to 1998, she studied business with a
focus on human resource management at the University of Applied Sciences in Pforzheim, Germany. From
1997 to 1998, she also received a diploma in the human resources department at Siemens AG, Karlsruhe.
From 1990 to 1992, she did an apprenticeship as insurance saleswoman at Allianz Lebensversicherung AG,
Karlsruhe. In 1998, she worked as a consultant in personnel development at the Gesellschaft für
Datenverarbeitung der badischen Sparkassenorganisation mbH (Data Processing Company of the Baden
Savings Banks Organization with Limited Liability), Karlsruhe. In 1999, she worked as a trainee consultant and
trainer at Thuringia Versicherungs AG in Munich, Germany.
306
In 2000, she started working at Daimler AG as a human resources consultant in the Untertürkheim Plant,
Production Engines. From 2002 to 2006, she worked as a consultant in the area of organization, management
and personnel development, human resources headquarters at Daimler AG. From 2006 to 2007, she worked in
internal organizational change to Daimler corporate academy, corporate functions division at Daimler AG.
From 2007 to 2015, she was the Head of communication & transformation at the corporate business service
management at Daimler AG. From 2015 to 2017, she became a so-called “E4” manager real estate logistics at
Daimler AG. In 2017, she became the “E4” Head of change management real estate projects.
All members of the Supervisory Board may be reached at the Company’s offices at Fasanenweg 10, 70771
Leinfelden-Echterdingen (telephone: +49 711 8485 0).
The following overview lists all of the companies and enterprises in which the members of the Supervisory
Board currently hold seats or have held seats on administrative, management or supervisory boards, or
comparable German or foreign supervisory bodies, or of which they were partners during the last five years,
with the exception of the Company and companies within the Group:
307
• President, global Chief Operating Officer and Representative Executive
Officer of Bridgestone Corporation (2019-2020)
• Executive Vice President and Executive Officer of Bridgestone
Corporation (2016-2018)
Laura Ipsen . . . . . . . . . . . . Current seats:
• President and Chief Executive Officer of Ellucian Company, L.P
• Independent board member of Verisk Analytics, Inc.
Past seats:
• Oracle Marketing Cloud, SVP & GM of Oracle Corporation (2014-
2017)
• Independent board member of Monsanto Company (2010-2018)
Renata Jungo Brüngger . . . . . Current seats:
• Member of the management board of Daimler AG
• Member of the management board of Mercedes-Benz AG
• Member of the supervisory board of Munich RE
Past seats:
• None
John Krafcik . . . . . . . . . . . . Current seats:
• Advisor of Waymo LLC
Past seats:
• Board member at TrueCar, Inc. (2014-2020)
• Chief Executive Officer and board member of Waymo LLC (2015-
2021)
Prof. Dr. Martin Richenhagen . Current seats:
• Member of the board of Directors of Linde plc
• Member of the board of Directors of PPG Industries
• Member of the advisory board of Stihl Holding AG & Co. KG
Past seats:
• Chairman, President and Chief Executive Officer of AGCO
Corporation (2004-2020)
Marie Wieck . . . . . . . . . . . . Current seats:
• Member of the board of directors of Intapp Inc.
• Member of the board of Directors of Uptake Technologies Inc.
• Executive partner of Ethos Capital
• Founder of Moroquain LLC
• Chair of the Non-profit Board of Trustees of Charity Navigator
Past seats:
• General Manager at IBM Corporation (1983-2019)
• Co-chair of the National Association of Female Executives Roundtable
(2011-2020)
• Chair at AnitaB.org (2012-2020)
• Member of the Supervisory Board of Daimler AG (2018-2021)
Harald Wilhelm . . . . . . . . . . Current seats:
• Member of the management board of Daimler AG
• Member of the management board of Mercedes-Benz AG
• Chair of the supervisory board of Daimler Mobility AG
Past seats:
• None
Bruno Buschbacher . . . . . . . . Current seats:
• None
Past seats:
• None
Harald Dorn . . . . . . . . . . . . Current seats:
• None
Past seats:
• None
Jörg Köhlinger . . . . . . . . . . Current seats:
• Member of the supervisory board of SHS—Stahl-Holding-Saar
GmbH & Co. KGaA
308
• Member of the supervisory board of Aktien-Gesellschaft der Dillinger
Hüttenwerke (Société Anonyme des Forges et Aciéries de Dilling)
• Member of the supervisory board of DHS—Dillinger Hütte
Saarstahl AG
• Member of the supervisory board of Saarstahl Aktiengesellschaft
Past seats:
• Member of the supervisory board of ThyssenKrupp Rasselstein GmbH
(2005-2020)
• Member of the supervisory board of Fritz Winter Eisengießerei
GmbH & Co. KG (2013-2017)
Jörg Lorz . . . . . . . . . . . . . . Current seats:
• None
Past seats:
• None
Claudia Peter . . . . . . . . . . . Current seats:
• None
Past seats:
• None
Roman Zitzelsberger . . . . . . . Current seats:
• Member of the supervisory board of Daimler AG
• Member of the supervisory board of ZF Friedrichshafen AG
Past seats:
• Member of the supervisory board of Heidelberger Druckmaschinen
Aktiengesellschaft (2014-2018)
• Member of the supervisory board of Rolls-Royce Power Systems AG
(2018-2020)
• Member of the supervisory board of MTU Friedrichshafen GmbH
(2018-2020)
Thomas Zwick . . . . . . . . . . Current seats:
• None
Past seats:
• None
Andrea Reith .. .... .... . Current seats:
• None
Past seats:
• None
Carmen Klitzsch-Müller . . . . . Current seats:
• None
Past seats:
• None
309
16.3.3.2 Audit Committee
The tasks of the Audit Committee are predominantly matters of accounting and audit, monitoring of
governance functions (internal control system, risk management, internal audit and compliance) as well as the
preparation of respective resolutions of the Supervisory Board.
Pursuant to the future internal rules of procedure for the Audit Committee, the Audit Committee will consist of
six members. The designated members of the Audit Committee are Michael Brosnan, Michael Brecht, Akihiro
Eto, Thomas Zwick, Harald Wilhelm and Jörg Köhlinger.
16.3.4 Remuneration and other benefits of the members of the Supervisory Board
Pursuant to the current version of the Articles of Association, other than reimbursement of their costs, the
members of the Supervisory Board are only entitled to compensation if resolved upon by the Company’s
general meeting.
Pursuant to section 10 of the new version of the Articles of Association that will come into force on the
Amended Articles Effective Date, the members of the Supervisory Board of the Company will receive a fixed
annual compensation as follows: In addition to reimbursement of their expenses—including any value added
tax incurred—, each member of the Supervisory Board will receive a fixed remuneration which amounts to
EUR 120,000 per year for the individual member. An additional EUR 240,000 per year is paid for the
chairmanship of the Supervisory Board and an additional EUR 120,000 for the deputy chairmanship of the
Supervisory Board. The chairmanship of the Audit Committee is remunerated with an additional EUR 120,000,
and each other membership on the Audit Committee with EUR 60,000. Membership of the Presidential
Committee is remunerated with an additional EUR 50,000, and membership of other committees with
EUR 24,000. Furthermore, the members of the Supervisory Board and the committees receive an attendance fee
of EUR 1,100 for each Supervisory Board and committee meeting they attend as members, with the attendance
fee only being paid once for several meetings of the Supervisory Board and its committees in one calendar day.
The members of the Company’s Supervisory Board are insured in this function through the D&O insurance
policy of the Future Daimler Truck Group, which has yet to be taken out.
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16.4 Certain Information Regarding the Members of the Management Board and Supervisory Board
In the last five years, no member of the Management Board or Supervisory Board has been convicted of
fraudulent offences.
In the last five years, no member of the Management Board or Supervisory Board has been associated with any
bankruptcy, receivership or liquidation acting in its capacity as a member of any administrative, management or
supervisory body or as a senior manager.
Additionally, no official public incriminations and/or sanctions have been made by statutory or legal authorities
(including designated professional bodies) against the members of the Management Board or Supervisory
Board, nor have sanctions been imposed by the aforementioned authorities in the last five years.
No court has ever disqualified any of the members of either board from acting as a member of the
administrative, management, or supervisory body of an issuer, or from acting in the management or conduct of
the affairs of any issuer for at least the previous five years.
Beyond the service agreements of the members of the Management Board, there are no further agreements of
the members of the Management Board or the members of the Supervisory Board with a Group company that
provides for benefits upon termination of employment or office.
There are no family relationships between the members of the Management Board and the Supervisory Board,
either among themselves or in relation to the members of the other body.
The composition of the Supervisory Board will change upon the Demerger Transactions Effective Date (see
“16.3.2 Current and Future Members of the Supervisory Board”). Ms. Renata Jungo Brüngger and Mr. Harald
Wilhelm, who will become members of the Supervisory Board upon the Demerger Transactions Effective Date,
are also members of the management board of Daimler AG. Further, Mr. Michael Brecht and Mr. Roman
Zitzelsberger, who will become members of the Supervisory Board upon the Demerger Transactions Effective
Date, are also members of the supervisory board of Daimler AG. Mr. Martin Daum, the Chief Executive
Officer of the Company, is, as of the date of this Prospectus, also a member of the management board of
Daimler AG, but will resign from the management board of Daimler AG by the Demerger Transactions
Effective Date. See “1.5.2 Membership of the same individuals on boards of the Company and of the Daimler
Group as well as other relationships with the Daimler Group or companies of the Daimler Group may result in
conflicts of interest”.
Apart from the foregoing, there are no conflicts of interests or potential conflicts of interests between the
members of the Management Board and Supervisory Board as regards the Company on the one side and their
private interests, membership in governing bodies of companies, or other obligations on the other side.
311
Pursuant to the German Act on Reducing the Effects of the COVID-19 Pandemic in Civil, Insolvency and
Criminal Procedure Law (Gesetz zur Abmilderung der Folgen der COVID-19-Pandemie im Zivil-, Insolvenz-
und Strafverfahrensrecht) dated March 27, 2020 (the “COVID-19-Act”) as extended by Act on the
Establishment of a Special Fund “Reconstruction Assistance 2021” and on the Temporary Suspension of the
Obligation to File an Insolvency Petition Due to Heavy Rainfall and Floods in June 2021 and Other Acts of
September 10, 2021 (Gesetz zur Errichtung eines Sondervermögens “Aufbauhilfe 2021” und zur
vorübergehenden Aussetzung der Insolvenzantragspflicht wegen Starkregenfällen und Hochwasser im Juni
2021 sowie weiterer Gesetze vom 10.9.2021) dated September 14, 2021, the Management Board may decide,
with the approval of the Supervisory Board, to hold general meetings on or before August 31, 2022 as virtual
general meetings without physical attendance of the shareholders or their representatives, provided that the
following requirements are fulfilled:
• the entire general meeting is broadcast via audio and video transmission;
• shareholders may exercise their voting rights via electronic communication (absentee voting or
electronic participation) and by authorizing proxy representatives;
• shareholders are granted the right to ask questions via electronic communication; and
• shareholders who have exercised their voting rights are offered the opportunity to object to
resolutions of the general meeting without the requirement to attend in person at the general meeting.
Under the COVID-19-Act, the Management Board, with the consent of the Supervisory Board, may shorten
certain periods in connection with the convocation of, registration and providing evidence of shareholding for,
general meetings held on or before August 31, 2022. In particular, the general meeting may be convened as late
as on the 21st day prior to the day of the meeting.
Pursuant to the Articles of Association, all shareholders who have notified the Company at the address stated
for this purpose in the invitation in text form or via electronic media and are registered in the share register on
the day of the general meeting shall be submitted to attend the general meeting and to exercise their voting
rights. The registration for participation must be received by the Company at least six days prior to the general
meeting, unless a shorter period of time is set forth in the convening notice of the general meeting. When
calculating this period, the day of the receipt by the Company and the day of the general meeting will not be
included. The details of the registration will be published in the Federal Gazette (Bundesanzeiger) together with
the convening notice.
Voting rights may be exercised by proxy. The granting of a proxy, its revocation and the evidence of authority
to be provided to the Company must be in text form, unless the convening notice provides for a less strict
form. Section 135 of the German Stock Corporation Act (Aktiengesetz) remains unaffected. If a shareholder
authorizes more than one proxy, the Company can reject one or several of them. The Company may appoint
proxies to exercise shareholders’ voting rights in accordance with their instructions. Further details on the form
and deadlines for authorization, revocation and proof of proxies and for the voting instructions and amendments
to or revocation of voting instructions will be announced when a general meeting is convened.
The Management Board is authorized to make provision for shareholders to cast their votes in writing or by
electronic communication without attending the general meeting (postal ballot). The Management Board also
determines the details of such procedure and announces them when it convenes the general meeting.
The Management Board is authorized to make provisions such that the shareholders may also participate in the
general meeting without being physically present on site and without having to appoint a proxy, as well as to
exercise all or some of their rights, in whole or in part, by means of electronic communications.
The general meeting is chaired by the chairperson of the Supervisory Board or by another member of the
Supervisory Board determined by the chairperson of the Supervisory Board or, failing such appointment, by the
member elected by the shareholders’ representatives on the Supervisory Board in accordance with section 27
para. 3 of the German Co-Determination Act (Mitbestimmungsgesetz). If none of the aforementioned is present
or none agrees to chair the general meeting, the chairperson of the general meeting shall be elected by the
Supervisory Board. The chairperson of the general meeting will preside over the proceedings and determine the
order of items to be discussed and the manner of voting. The chairperson is entitled to appropriately limit the
time allowed for shareholders’ questions and statements.
Pursuant to section 15 para. 2 of the Articles of Association, resolutions of the general meeting are adopted by
the simple majority of the votes cast (einfache Stimmenmehrheit), unless otherwise required by mandatory
stipulations of the German Stock Corporation Act (Aktiengesetz) or by the Articles of Association. Where the
German Stock Corporation Act (Aktiengesetz) also requires that a resolution must be passed by a majority of
312
the registered share capital represented at the general meeting, a simple majority of the share capital
represented shall suffice to the extent permitted by applicable law. The dismissal of a member of the
Supervisory Board elected by the shareholders requires a majority of at least 75% of the votes cast. According
to the current version of the German Stock Corporation Act (Aktiengesetz), many resolutions of fundamental
importance (grundlegende Bedeutung) require both a majority of votes cast and a majority of at least 75% of
the registered share capital represented when the resolution is adopted. Such resolutions of fundamental
importance include, among others:
• the approval of contracts within the meaning of section 179a of the of the German Stock Corporation
Act (Aktiengesetz) (transfer of the entire assets of the company) and management actions of special
significance that require the approval of the general meeting in compliance with legal precedents;
• amendments to the object of the company;
• capital increases without subscription rights;
• creation of conditional or approved capital;
• ordinary or simplified capital reductions;
• liquidation of the company;
• continuation of the liquidated company after the resolution on liquidation or expiry of the time
period;
• approval to conclude or amend affiliation agreements (Unternehmensverträge); and
• measures within the meaning of the German Transformation Act (Umwandlungsgesetz).
Once the respective shares have been acquired in compliance with the applicable legal provisions, and subject
to ongoing compliance with such applicable legal provisions, including, for example, merger control and
foreign investment regulations, neither German law nor the Articles of Association limits the right of foreign
shareholders or shareholders not domiciled in Germany to hold shares or exercise the voting rights associated
therewith.
313
Management Board take into account, in particular, that the Company acts as the holding company of
Daimler Truck AG and that Mr. Daum, Mr. Götz and Mr. Hartwig have already been members of the
management board of Daimler Truck AG since October 1, 2019. The terms of appointment of the
other members of the Management Board are in compliance with the recommendation. Pursuant to
the RoP-SB which will be adopted on December 10, 2021, the initial term of appointment of
members of the Management Board shall in the future be for a maximum of three years.
• According to Recommendation C.4, a supervisory board member who is not a member of any
management board of a listed company shall not accept more than five supervisory board mandates in
non-group listed companies or comparable functions, with an appointment as chair of the supervisory
board counting twice. According to Recommendation C.5, members of the management board of
listed companies shall not accept in total more than two supervisory board mandates in non-group
listed companies or comparable functions and shall not accept the chairmanship of a supervisory
board in a non-group listed company. Instead of observing the recommended total number of
mandates for members of the management board and the supervisory board as a rigid upper limit, the
Company is generally of the view that it should be possible to consider each individual case in order
to assess whether the number of mandates held, which are relevant within the meaning of the Code,
appears appropriate. In this context, the individual workload to be expected as a result of the
mandates accepted will be taken into account, which may vary depending on the mandate.
• According to Recommendation D.13, a supervisory board shall assess, at regular intervals, how
effectively the supervisory board as a whole and its committees fulfill their tasks. The supervisory
board shall report in the Corporate Governance Statement (Entsprechungserklärung) if and how the
self-assessment was conducted. An efficiency review can meaningfully only take place once a co-
determined supervisory board has been constituted and has taken up its work. The Company’s co-
determined supervisory board will be constituted after the 2022 annual general meeting. In order to
be able to consider a sufficiently long period of time in the context of the efficiency review, the first
efficiency review is then planned to take place in the 2023 fiscal year.
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17 LISTING AGREEMENT
17.1 General
On November 26, 2021, the Company, the Existing Shareholder and BNP PARIBAS, Citigroup and Goldman
Sachs Bank Europe SE acting as Listing Agents and Deutsche Bank and J.P. Morgan acting as Financial
Advisors and Berenberg, BofA Securities and Landesbank Baden-Württemberg acting as Co-Advisors entered
into a listing agreement (the “Listing Agreement”), pursuant to which BNP PARIBAS, Citigroup and Goldman
Sachs Bank Europe SE act as the Listing Agents in connection with the Admission to Trading.
In the Listing Agreement, the Company and the Existing Shareholder committed themselves to certain
customary lock-up undertakings for the period commencing on the date of the Listing Agreement and ending
six months after the first day of trading of the Company’s Shares on the Frankfurt Stock Exchange (see for
details “3.4.6 Lock-Up, Limitations on Disposal”).
The Listing Agreement provides for certain customary representations and warranties by the Company and the
Existing Shareholder and subjects the Listing Agents’ obligation under the Listing Agreement to pursue and
uphold the application for the Admission to Trading to the satisfaction of certain customary conditions,
including, for example, the receipt of customary confirmations and legal opinions satisfactory to the
requirements of the Banks.
The Banks have provided, and may in the future provide, services to the Group in the ordinary course of
business and may extend credit to, and have regular business dealings with, the Group in their respective
capacities as financial institutions. For a description of the interests of the Banks in the Admission to Trading,
see “3.4.8 Interests of Parties Participating in the Admission.”
17.2 Fee
The Listing Agents will receive a fee from the Existing Shareholder in connection with the completion of the
Admission to Trading.
17.3 Indemnification
In the Listing Agreement, the Company and the Existing Shareholder each agreed to indemnify and hold
harmless each Bank from and against certain liabilities and obligations that may arise in connection with the
Admission to Trading. Internally, the Company and the Existing Shareholder have agreed to allocate certain
indemnification obligations between them in a ratio of 30% to 70% (meaning that 30% shall be borne by the
Company and 70% shall be borne by the Existing Shareholder).
315
18 TAXATION IN THE FEDERAL REPUBLIC OF GERMANY
Income received from the Shares of the Company is subject to taxation. In particular, the tax laws of any
jurisdiction with authority to impose taxes on the investor and the tax laws of the Company’s state of
incorporation, statutory seat and place of effective management, i.e., Germany, might have an impact on the
income received from the Shares of the Company.
The following section presents a number of key German taxation principles which generally are or can be
relevant to the acquisition, holding or transfer of shares by a shareholder (an individual, a partnership or
corporation) that has a tax domicile in Germany (that is, whose place of residence, habitual abode, registered
office or place of management is in Germany). The information is not exhaustive and does not constitute a
definitive explanation of all possible aspects of taxation that could be relevant for investors. In particular, this
summary does not provide a comprehensive overview on tax considerations that may be relevant to a
shareholder that is a tax resident of a jurisdiction other than Germany. The information is based on the tax
laws in force in Germany as of the date of the Prospectus (and their interpretation by administrative directives
and courts) as well as typical provisions of double taxation treaties that Germany has concluded with other
countries. Tax law can change, sometimes retrospectively. Moreover, it cannot be ruled out that the German tax
authorities or courts may consider an alternative interpretation or application to be correct that differs from
the one described in this section.
This section cannot serve as a substitute for tailored tax advice to individual potential investors. Potential
investors are therefore advised to consult their tax advisers regarding the individual tax implications of the
acquisition, holding or transfer of shares and regarding the procedures to be followed to achieve a possible
reimbursement of German withholding tax (Kapitalertragsteuer). Only such advisors are in a position to take
the specific tax relevant circumstances of individual investors into due account.
316
In principle, profits or losses derived from the sale of shares in another domestic and foreign corporation are
treated in the same way for trade tax purposes as for corporate income tax purposes (as described above).
Contrary to this, profit shares derived from domestic or foreign corporations are only effectively 95% exempt
from trade tax, if, at the beginning of the relevant assessment period for German trade tax purposes, the
Company held an interest of at least 15% in the share capital of the company making the distribution. In order
to implement a recent decision by the European Court of Justice (ECJ) dated September 20, 2018 (C-685/16),
as of the fiscal year 2020 (i.e. for profits distributed as from January 1, 2020), German law, in that respect, no
longer distinguishes between shares held in German or non-German corporations (including non-EU
corporations). If and to the extent the Company and its German subsidiaries form a tax group for corporate
income and trade tax purposes (ertragsteuerliche Organschaft), the profits and losses are generally effectively
consolidated and subject to German corporate income and trade tax at the level of the Company.
The provisions of the so-called interest barrier (Zinsschranke) limit the degree to which expenses for debt
financing are deductible from the tax base. Accordingly, as a general rule, interest (and other debt financing)
expenses exceeding interest income are not deductible to the extent such net expenses exceed 30% of the
EBITDA as determined for tax purposes in a given financial year, if the Company’s net interest expense is, or
exceeds, EUR 3 million (Freigrenze) and no other exceptions apply. Nondeductible interest expenses must be
carried forward to subsequent financial years. EBITDA that has not been fully utilized can, under certain
circumstances, be carried forward to subsequent years (for up to five years) and may be deducted subject to the
limitations set out above. If such EBITDA carry forward is not used within the five subsequent financial years,
it will be forfeited. For trade tax purposes, 25% of the interest expenses deductible after applying the interest
barrier are generally added when calculating the taxable trade profit. Therefore, for trade tax purposes, the
amount of deductible interest expenses is generally only 75% of the interest expenses deductible for purposes
of corporate income tax. The constitutionality of the interest barrier is currently under review by the Federal
Constitutional Court (Bundesverfassungsgericht).
Under certain conditions, negative income of the Company that has not been offset by current year positive
income can be carried forward or back into other assessment periods. Loss carry backs to the immediately
preceding assessment period are only permissible up to EUR 1 million (EUR 10 million for the assessment
period 2021 due to special Covid-19 provisions) for corporate income tax but not at all for trade tax purposes.
Negative income that has not been offset against current income and not carried back can be used to fully
offset taxable income for corporate income tax and trade tax purposes of up to an amount of EUR 1 million. If
the taxable income or the taxable trade profit exceeds this amount, only up to 60% of the excess amount may
be offset against tax loss carry forwards. The remaining 40% of the taxable income is subject to tax in any case
(minimum taxation—Mindestbesteuerung). Unused tax loss carry forwards can, as a general rule, be carried
forward indefinitely and deducted from future taxable income in accordance with this rule. However, if more
than 50% of the Company’s share capital or voting rights, respectively, is/are transferred to a purchaser or
group of purchasers within five years, directly or indirectly, or if a similar situation arises (harmful share
acquisition—schädlicher Beteiligungserwerb), the Company’s unutilized losses and interest carry forwards
(possibly also EBITDA carry forwards) will generally be forfeited in full and, subject to certain exceptions,
may not be offset against future profits. The Company’s unutilized losses and interest carry forwards are not
forfeited, if and to the extent the Company’s unutilized losses and interest carry forwards are covered by certain
built-in gains (stille Reserven) that are subject to domestic taxation. In addition, the Company’s unutilized
losses may, upon application and under certain conditions, not be forfeited based on the continuity of business
exemption (fortführungsgebundener Verlustvortrag). This exemption generally applies to harmful share
acquisitions (schädlicher Beteiligungserwerb) conducted after December 31, 2015. The constitutionality of the
change of ownership rule stipulating a full forfeiture of unused losses, loss carry forwards and interest carry
forwards is currently pending with the Federal Constitutional Court (Bundesverfassungsgericht).
317
18.2.2 Taxation of Dividends
18.2.2.1 Withholding Tax
As a general rule, the dividends distributed to the shareholder are subject to a withholding tax
(Kapitalertragsteuer) of 25% plus a solidarity surcharge (Solidaritätszuschlag—regarding any amendments
to the levy of solidarity surcharge as of 2021, see “18.2.8 Partial Abolition of the Solidarity Surcharge
(Solidaritätszuschlag) as of 2021”) of 5.5% thereon (i.e., 26.375% in total plus church tax (Kirchensteuer), if
applicable). This, however, will not apply if and to the extent that dividend payments are funded from the
Company’s contribution account for tax purposes (steuerliches Einlagekonto; section 27 of the German
Corporate Income Tax Act (Körperschaftsteuergesetz)); in this case, no withholding tax would be withheld.
However, these payments would reduce the acquisition costs of the shares and may, consequently, increase a
taxable gain upon the disposal of the shares. The assessment basis for the withholding tax is the dividend
approved by the general meeting.
As the Shares of the Company are admitted for collective custody by a securities custodian bank
(Wertpapiersammelbank) pursuant to section 5 of the German Act on Securities Accounts (Depotgesetz) and are
entrusted to such bank for collective custody (Sammelverwahrung) in Germany, the withholding tax is levied
for the account of the shareholders (i) by the domestic credit or financial services institution (inländisches
Kredit oder Finanzdienstleistungsinstitut) (including domestic branches of such foreign enterprises), by the
domestic securities trading company (inländisches Wertpapierhandelsunternehmen) or the domestic securities
trading bank (inländische Wertpapierhandelsbank) which keeps or administers the shares and disburses or
credits the dividends or disburses the dividends to a foreign agent, (ii) by the central securities depository
(Wertpapiersammelbank) to which the shares were entrusted for collective custody if the dividends are
disbursed to a foreign agent by such central securities depository (Wertpapiersammelbank), or (iii) by the
Company itself if and to the extent shares held in collective custody (girosammelverwahrt) by the central
securities depository (Wertpapiersammelbank) are, however, treated as so-called “abgesetzte Bestände” (stock
being held separately) (hereinafter in all cases, the “Dividend Paying Agent”).
The Company does not assume any responsibility for the withholding of taxes on distributions at source, in
accordance with the statutory provisions. This means that the Company is released from liability for the
violation of its legal obligation to withhold and transfer the taxes at source, if it provides evidence that it has
not breached its duties intentionally or gross negligently.
In general, the withholding tax must be withheld without regard as to whether and to which extent the dividend
is exempt from tax at the level of the shareholder and whether the shareholder is domiciled in Germany or
abroad.
However, withholding tax on dividends distributed to a parent company domiciled in another EU member state
within the meaning of Article 2 of the Council Directive 2011/96/EU of November 30, 2011, as amended (the
“Parent Subsidiary Directive”), may be refunded upon application and subject to further conditions. This also
applies to dividends distributed to a permanent establishment of such a parent company in another EU member
state or to a permanent establishment in another EU member state of a parent company that is subject to
unlimited tax liability in Germany, provided that the participation in the Company is actually part of such
permanent establishment’s business assets. The refund of withholding tax under the Parent Subsidiary Directive
further requires that the shareholder has directly held at least 10% of the Company’s registered share capital for
twelve months and that a respective application is filed with the German Federal Central Tax Office
(Bundeszentralamt für Steuern, Hauptdienstsitz Bonn-Beuel, An der Küppe 1, 53225 Bonn, Germany).
If, in the case of a holding of at least 10% of the Company’s registered share capital, shares held in collective
custody (girosammelverwahrt) by the central securities depository (Wertpapiersammelbank) are treated as so-
called “abgesetzte Bestände” (stock being held separately), the main paying agent (Hauptzahlstelle) of the
Company—upon presentation of an exemption certificate (Freistellungsbescheinigung) and of a proof that this
stock has been held separately—may be entitled in accordance with the view of the German tax authorities to
disburse the dividend without deducting withholding tax. An exemption certificate may be granted upon
application (using official application forms) with the German Federal Central Tax Office (Bundeszentralamt
für Steuern) at the address specified above, subject to the German anti-treaty shopping rules.
With respect to distributions made to other shareholders without a tax domicile in Germany, the withholding
tax rate can be reduced in accordance with the double taxation treaty if Germany has entered into a double
taxation treaty with the respective shareholder’s country of residence and if the shares neither form part of the
assets of a permanent establishment or a fixed place of business in Germany, nor form part of business assets
for which a permanent representative in Germany has been appointed. The withholding tax reduction is
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generally granted by the German Federal Central Tax Office (Bundeszentralamt für Steuern (at the address
specified above)) upon application in such a manner that the difference between the total amount withheld,
including the solidarity surcharge (Solidäritätszuschlag), and the reduced withholding tax actually owed under
the relevant double taxation treaty (generally 15%) is refunded by the German Federal Central Tax Office,
subject to the German anti-treaty shopping rules. A refund is not required if the Federal Central Tax Office has,
upon application on the officially prescribed form, issued an exemption certificate (Freistellungsbescheinigung)
which documents that the prerequisites for the application of the reduced withholding tax rates have been met.
Dividends covered by the exemption certificate of the shareholder are then only subject to the reduced
withholding tax rates stipulated in the exemption certificate. This requires, however, that the relevant shares are
treated as “abgesetzte Bestände” (stock being held separately).
Forms for the reimbursement and exemption from the withholding at source procedure are available at the
German Federal Central Tax Office (Bundeszentralamt für Steuern) at the address specified above or online at
http://www.bzst.de.
If dividends are distributed to corporations subject to non-resident taxation in Germany, i.e. corporations with
no registered office (Sitz) or place of management in Germany and if the shares neither belong to the assets of
a permanent establishment or fixed place of business in Germany nor are part of business assets for which a
permanent representative in Germany has been appointed, two-fifths of the tax withheld at the source can
generally be refunded even if not all of the prerequisites for a refund under the Parent Subsidiary Directive or
the relevant double taxation treaty are fulfilled, subject to the German anti-treaty shopping rules. The relevant
application forms are available at the German Federal Central Tax Office (Bundeszentralamt für Steuern at the
address specified above).
The aforementioned possibilities for an exemption from, or a refund of, withholding tax depend on certain
other conditions being met (particularly the fulfillment of so-called substance requirements—
Substanzerfordernisse). In addition, with respect to shares held as private or as business assets by
shareholders that are subject to income taxation, the aforementioned relief in accordance with an applicable
double taxation treaty may further depend on whether the prerequisites of the special rules on the restriction of
withholding tax credit are fulfilled.
The aforementioned credit of withholding tax described for shares held as private and as business assets (see
“18.2.2.2 Taxation of Dividends of Shareholders with a Tax Domicile in Germany” and “18.2.2.3 Taxation of
Dividends of Shareholders without a Tax Domicile in Germany”) is subject to the following three cumulative
prerequisites: (i) the shareholder has been the beneficial owner of the shares for a continuous period of at least
45 days during the period starting 45 days prior to the date when the dividend becomes due and ending 45 days
after such date (the “Minimum Holding Period”—Mindesthaltedauer), (ii) the shareholder has been exposed (if
taking into account counterclaims and claims against related parties) to at least 70% of the risk resulting from a
decrease in value of the shares during the Minimum Holding Period (the minimum change in value risk;
Mindestwertänderungsrisiko), and (iii) the shareholder is not obligated to forward (vergüten) these dividends,
directly or indirectly, in total or predominant to another person (the tests under (i) to (iii) above are together
described as the “Minimum Risk Test”). In case the shareholder does not meet the Minimum Risk Test, three-
fifths of the withholding tax levied on the dividends is not creditable, but may, upon application, be deducted
when determining the shareholder’s taxable income. Shareholders who do not meet the Minimum Risk Test but
who have, nevertheless, not suffered a withholding tax deduction on the dividends (e.g., due to the presentation
of a non-assessment certificate), or have already obtained a refund of the taxes withheld, are obligated to notify
their competent tax office thereof, declare withholding tax in the amount of 15% of the relevant dividends in
accordance with the statutory formal requirements and to make the payment of an amount corresponding to the
amount which would otherwise be withheld. As an exception to this rule, the Minimum Risk Test (and, if
applicable, a corresponding notification and (re)payment obligation) does not apply to an investor if either
(i) his or her amount of dividend income on shares (including shares from the Company) and certain profit
participation rights (Genussrechte) does not exceed an amount of EUR 20,000 in a given tax assessment period,
or if (ii) he or she has been, upon actual receipt of the dividend, the economic owner of the shares for a
continuous period of at least one year. Further to the statutory amendments, the German Federal Ministry of
Finance published a decree dated July 17, 2017 (BMF, Schreiben vom 17.7.2017—IV C 1—S 2252/15/
10030:05, DOK 2017/0616356) outlining the treatment of transactions where the statutory Minimum Risk Test
might not be applicable but in which a credit of withholding tax will nevertheless be denied as an anti-abuse
measure.
In the event that a shareholder not tax resident in Germany does not meet the requirements of the Minimum
Risk Test, a refund of the withholding tax pursuant to a double taxation treaty is not available. This restriction
only applies if (i) the applicable double taxation treaty provides for a tax reduction leading to an applicable tax
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rate of less than 15%, (ii) the shareholder is not a corporation that directly holds at least a participation of 10%
of the equity capital of the Company and is subject to tax on its income and profits in its state of residence
without being exempt and (iii) the shareholder has not been, upon actual receipt of the dividend, the beneficial
owner of the shares for a continuous period of at least one year.
Prospective holders of the shares are advised to seek their own professional advice in relation to the possibility
to obtain a tax credit or refund of withholding tax on dividends.
The Dividend Paying Agent which keeps or administrates the shares and pays or credits the capital income is
required to create so-called pots for the loss set-off (Verlustverrechnungstöpfe) to allow for setting off of
negative capital income with current and future positive capital income. A set-off of negative capital income at
a Dividend Paying Agent with positive capital income at a different Dividend Paying Agent is not possible and
can only be achieved in the course of the income tax assessment at the level of the respective investor. In this
case, the taxpayer has to apply for a certificate confirming the amount of losses not offset with the Dividend
Paying Agent where the pots for the loss set-off exists. The application is irrevocable and has to reach the
Dividend Paying Agent by December 15 of the respective year. Otherwise, the losses will be carried forward to
the following year by the Dividend Paying Agent.
Withholding tax will not be withheld by a Dividend Paying Agent if the taxpayer provides the Dividend Paying
Agent with an application for exemption (Freistellungsauftrag) to the extent the capital income does not exceed
the annual lump sum allowance (Sparer-Pauschbetrag) of EUR 801 (EUR 1,602 for married couples or
registered civil unions (eingetragene Lebenspartnerschaften) filing jointly) as outlined on the application for
exemption. Furthermore, no withholding tax will be levied if the taxpayer provides the Dividend Paying Agent
with a non-assessment certificate (Nichtveranlagungsbescheinigung) to be applied for with the competent tax
office of the investor.
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special expense (Sonderausgabe) in the course of the tax assessment, but the Dividend Paying Agent may
reduce the withholding tax (including the solidarity surcharge (Solidaritätszuschlag)) by 26.375% of the church
tax (Kirchensteuer) to be withheld on the dividends. If the shareholder has filed a blocking notice and no
church tax (Kirchensteuer) is withheld by a Dividend Paying Agent, a shareholder subject to church tax
(Kirchensteuer) is obligated to declare the dividends in his or her income tax return. The church tax
(Kirchensteuer) on the dividends is then levied by way of a tax assessment.
Shareholders who are subject to German tax residents’ taxation and hold their shares as non-business assets
may be paid the dividends without deduction of withholding tax if certain prerequisites are met, in particular, if
the shareholder has provided a non-assessment certificate (Nichtveranlagungs-Bescheinigung) or an exemption
instruction (Freistellungsauftrag) and the exempt amount indicated therein has not yet been exhausted.
As an exemption, dividend payments that are funded from the Company’s contribution account for tax purposes
(steuerliches Einlagekonto) and are paid to shareholders with a tax domicile in Germany whose shares are held
as non-business assets, do—contrary to the above—not form part of the shareholder’s taxable income. Dividend
payments funded from the Company’s contribution account for tax purposes (steuerliches Einlagekonto; section
27 of the German Corporate Income Tax Act (Körperschaftsteuergesetz)) would reduce the shareholder’s
acquisition costs or, if the dividend payment funded from the Company’s contribution account for tax purposes
(steuerliches Einlagekonto) exceeds the shareholder’s acquisition costs, negative acquisition costs will arise.
Both can result in a higher capital gain in case of the shares’ disposal (see “18.2.3 Taxation of Capital Gains”
below). This would not apply if (i) the shareholder or, in the event of a gratuitous transfer, its legal predecessor,
or, if the shares have been gratuitously transferred several times in succession, one of his or her legal
predecessors at any point during the five years preceding the (deemed, as the case may be) disposal directly or
indirectly held at least 1% of the share capital of the Company (a “Qualified Holding”), and (ii) the dividend
payment funded from the Company’s contribution account for tax purposes (steuerliches Einlagekonto; section
27 of the German Corporate Income Tax Act (Körperschaftsteuergesetz)) exceeds the acquisition costs of the
shares. In such aforementioned case, a dividend payment funded from the Company’s contribution account for
tax purposes (steuerliches Einlagekonto; section 27 of the German Corporate Income Tax Act
(Körperschaftsteuergesetz)) is deemed a sale of the shares and is taxable as a capital gain. In this case, the
taxation corresponds with the description in “18.2.3 Taxation of Capital Gains” made with regard to
shareholders maintaining a Qualified Holding.
Corporations
If the shareholder is a corporation with a tax domicile in Germany, the dividends are in general 100% exempt
from corporate income tax and the solidarity surcharge (Solidaritätszuschlag). However, 5% of the dividends
are treated as a nondeductible business expense and are therefore subject to corporate income tax (plus the
solidarity surcharge (Solidaritätszuschlag)) at a total tax rate of 15.825%, having the effect that dividends and
other profit shares are effectively 95% exempt from corporate income tax (and solidarity surcharge
(Solidaritätszuschlag) thereon). In other respects, business expenses actually incurred in direct relation to the
dividends may be deducted. However, dividends that the shareholder receives are no longer exempt from
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corporate income tax (including solidarity surcharge (Solidaritätszuschlag) thereon), if the shareholder only
held (or holds) a Portfolio Participation at the beginning of the calendar year. Participations of at least 10%
acquired during a calendar year are deemed to have been acquired at the beginning of the calendar year.
Participations which a shareholder holds through a partnership (including those that are co- entrepreneurships
(Mitunternehmerschaften)) are attributable to the shareholder only on a pro rata basis at the ratio of the interest
share of the shareholder in the equity of the relevant partnership.
Dividends (after deducting business expenses economically related to the dividends) are subject to trade tax in
the full amount, unless the shareholder held an interest of at least 15% in the share capital of the Company at
the beginning of the relevant assessment period. In this latter case, the dividends are not subject to trade tax;
however, trade tax is levied on the amount considered to be nondeductible business expenses (amounting to 5%
of the dividend). The average trade tax rate in Germany amounts to approximately 15% (with a statutory
minimum rate of 7%) of the taxable trade profit but the (blended) trade tax rate applying to the respective
shareholder might be lower or higher depending on the municipal trade tax multiplier applied by the relevant
municipal authority in which the shareholder maintains its operations or permanent establishments.
Sole Proprietors
If the shares are held as business assets by a sole proprietor with a tax domicile in Germany, only 60% of the
dividends are subject to progressive income tax (plus the solidarity surcharge (Solidäritätszuschlag)) at a total
tax rate of up to approximately 47.5% (plus church tax (Kirchensteuer), if applicable), the so-called partial
income method (Teileinkünfteverfahren). Correspondingly, only 60% of the business expenses economically
related to the dividends are tax deductible. If the shares belong to a domestic permanent establishment in
Germany of a business operation of the shareholder, the dividend income (after deducting business expenses
economically related thereto) is not only subject to income tax but is also fully subject to trade tax, unless the
prerequisites of the trade tax participation exemption privilege are fulfilled. In this latter case, the net amount of
dividends, i.e. after deducting directly related expenses, is exempt from trade tax. As a general rule, trade tax
can be credited against the shareholder’s personal income tax, either in full or in part, by means of a lump sum
tax credit method, depending on the level of the municipal trade tax multiplier and certain individual tax-
relevant circumstances of the taxpayer.
Partnerships
If the shareholder is a partnership, the income or corporate income tax is not levied at the level of the
partnership but at the level of the respective partner. The taxation for every partner depends on whether the
partner is a corporation or an individual. If the partner is a corporation, the dividends contained in the profit
share of the shareholder will be taxed in accordance with the principles applicable for corporations (see
“Corporations” above). If the partner is an individual, the taxation of the partner is generally in line with the
principles described for sole proprietors (see “Sole Proprietors” above). Upon application and subject to further
conditions, an individual as a partner can have his or her personal income tax rate lowered for earnings not
withdrawn from the partnership.
In addition, if the partnership is a commercially active or commercially tainted partnership (co-
entrepreneurship) with a tax domicile in Germany, the dividends are generally subject to trade tax in the
full amount at the partnership level if the shares are attributed to a German permanent establishment of the
partnership. If a partner of the partnership is an individual, the portion of the trade tax paid by the partnership
pertaining to his or her profit share will generally be credited, either in full or in part, against his or her
personal income tax by means of a lump sum method—depending on the level of the municipal trade tax
multiplier and certain individual tax relevant circumstances of the taxpayer. If the partnership fulfills the
prerequisites for the trade tax exemption privilege at the beginning of the relevant assessment period, the
dividends (after the deduction of business expenses economically related thereto) should generally not be
subject to trade tax. However, in this case, trade tax should be levied on 5% of the dividends to the extent they
are attributable to the profit share of a corporation which is a partner of such partnership and to whom at least
10% of the Shares in the Company are attributable on a look-through basis, since such portion of the dividends
should be deemed to be nondeductible business expenses. The remaining portion of the dividend income
attributable to other than such specific corporation as partner of such partnership (which includes individual
partners and should, under a literal reading of the law, also include any corporation as partner of such
partnership to whom, on a look-through basis, only Portfolio Participations are attributable) should not be
subject to trade tax. Due to a lack of case law and administrative guidance, the application of the rules for the
taxation of Portfolio Participations is, however, unclear. Consequently, shareholders are strongly recommended
to consult their own tax advisors.
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Financial and Insurance Sector
Special rules apply to companies operating in the financial and insurance sectors, as well as to pension funds
(see “18.2.4 Special Treatment of Companies in the Financial and Insurance Sectors and Pension Funds”).
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solidarity surcharge (Solidaritätszuschlag) thereon) plus church tax (Kirchensteuer), if any, will be applied to
30% of the gross sales proceeds unless the previous account bank is entitled and able to verify the actual
acquisition cost. In any case, the shareholder is entitled to demonstrate the actual acquisition costs of the shares
in the annual tax return.
The shareholder can apply for his or her total capital investment income together with his or her other taxable
income to be subject to the progressive income tax rate as opposed to the uniform tax rate on investment
income, if this results in a lower tax liability (Günstigerprüfung). This request may only be exercised
consistently for all capital investment income and be exercised jointly in the case of married couples or
registered civil unions (eingetragene Lebenspartnerschaften) assessed jointly. In this case, the withholding tax
would be credited against the progressive income tax and any resulting excess amount would be refunded;
limitations on offsetting losses are applicable. Further, pursuant to the current view of the German tax
authorities (which has been confirmed by a decision of the German Federal Tax Court (Bundesfinanzhof)),
income-related expenses are nondeductible, except for the annual lump sum deduction.
If the withholding tax or, if applicable, the church tax (Kirchensteuer) on capital gains is not withheld by a
Domestic Paying Agent, the shareholder is required to declare the capital gains in his or her income tax return.
The income tax and any applicable church tax (Kirchensteuer) on the capital gains will then be collected by
way of assessment. Generally however, an automatic procedure for deducting church tax (Kirchensteuer)
applies unless the shareholder has filed a blocking notice (Sperrvermerk) with the German Federal Central Tax
Office (Bundeszentralamt für Steuern (at the above address)) and church tax (Kirchensteuer) on capital gains is
withheld by the Domestic Paying Agent and is deemed to have been paid when the tax is deducted. A
deduction of the withheld church tax (Kirchensteuer) as a special expense is not permissible, but the
withholding tax to be withheld (including the solidarity surcharge (Solidaritätszuschlag)) is reduced by
26.375% of the church tax (Kirchensteuer) to be withheld on the capital gains.
Regardless of the holding period and the time of acquisition, gains from the disposal of shares are not subject
to a uniform withholding tax but to progressive income tax in the case of a Qualified Holding. In this case, the
partial income method applies to gains on the disposal of shares, which means that only 60% of the capital
gains are subject to German income tax and only 60% of the losses on the disposal and expenses economically
related thereto are tax deductible. Even in case withholding tax is actually withheld by a Domestic Paying
Agent in the case of a Qualified Holding, this does not satisfy the tax liability of the shareholder. Consequently,
a shareholder must declare his or her capital gains in his or her income tax returns. The withholding tax
(including the solidarity surcharge (Solidaritätszuschlag) and church tax (Kirchensteuer), if applicable)
withheld and paid will be credited against the shareholder’s income tax on his or her tax assessment (including
the solidarity surcharge (Solidaritätszuschlag) and any church tax (Kirchensteuer), if applicable) or refunded in
the amount of any excess.
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(ii) Sole Proprietors: If the shares are held as business assets by a sole proprietor with a tax domicile in
Germany, only 60% of the gains on the disposal of the shares are subject to progressive income tax
(plus the solidarity surcharge (Solidaritätszuschlag)) at a total tax rate of up to approximately 47.5%,
and, if applicable, church tax (Kirchensteuer) (partial income method). Correspondingly, only 60% of
the losses on the disposal and expenses economically related thereto are tax deductible. If the shares
belong to a German permanent establishment of a business operation of the sole proprietor, 60% of
the gains of the disposal of the shares are, in addition, subject to trade tax.
As a general rule, trade tax can be credited towards the shareholder’s personal income tax, either in full or in
part, by means of a lump sum tax credit method—depending on the level of the municipal trade tax multiplier
and certain individual tax relevant circumstances of the taxpayer.
(iii) Partnerships: If the shareholder is a partnership, the income or corporate income tax is not levied at
the level of the partnership but at the level of the respective partner. The taxation depends on whether
the partner is a corporation or an individual. If the partner is a corporation, the gains on the disposal
of the shares as contained in the profit share of the partner will be taxed in accordance with the
principles applicable for corporations (see “(i) Corporations” above). For capital gains in the profit
share of a partner that is an individual, the principles outlined above for sole proprietors apply to the
relevant partners accordingly (partial income method, see above under “(ii) Sole Proprietors”). Upon
application and subject to further conditions, an individual as a partner can obtain a reduction of his
or her personal income tax rate for earnings not withdrawn from the partnership.
In addition, if the partnership is a commercially active or commercially tainted partnership (co-
entrepreneurship) with a tax domicile in Germany, gains on the disposal of shares are subject to trade tax at
the level of the partnership, if the shares are attributed to a domestic permanent establishment of a business
operation of the partnership: generally, at 60% as far as they are attributable to the profit share of an individual
as the partner of the partnership, and, currently, at 5% as far as they are attributable to the profit share of a
corporation as the partner of the partnership. Losses on disposals and other profit reductions in connection with
the shares are currently not recognized for the purposes of trade tax if they are (i) attributable to the profit share
of a corporation or (ii) taken into account at a ratio of 60% already in the context of the income determination
of an individual. If the partner of the partnership is an individual, the portion of the trade tax paid by the
partnership attributable to his or her profit share will generally be credited, either in full or in part, against his
or her personal income tax by means of a lump sum method—depending on the level of the municipal trade tax
multiplier and certain individual tax-relevant circumstances of the taxpayer.
Special rules apply to companies operating in the financial and insurance sectors, as well as to pension funds
(see “18.2.4 Special Treatment of Companies in the Financial and Insurance Sectors and Pension Funds”).
Withholding Tax
In the case of a Domestic Paying Agent, the gains of the sale of shares held as business assets are in general
subject to withholding tax in the same way as shares held as non-business assets by a shareholder (see
“18.2.3.1.1 Shares Held as Non-Business Assets” in “18.2.3.1 Taxation of Capital Gains of Shareholders with a
Tax Domicile in Germany”). However, the Dividend Paying Agent will not withhold the withholding tax, if
(i) the shareholder is a corporation, association of persons or estate with a tax domicile in Germany, or (ii) the
shares belong to the domestic business assets of a shareholder, and the shareholder declares so to the Domestic
Paying Agent using the designated official form and certain other requirements are met. If withholding tax is
nonetheless withheld by a Domestic Paying Agent, the withholding tax (including the solidarity surcharge
(Solidaritätszuschlag) and church tax (Kirchensteuer), if applicable) withheld and paid would generally be
credited against the income or corporate income tax liability (including the solidarity surcharge
(Solidaritätszuschlag) and church tax (Kirchensteuer), if applicable) or would generally be refunded in the
amount of any excess.
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in Germany and neither maintains a permanent establishment nor has appointed a permanent representative in
Germany. The German tax authorities have adopted this view.
In the case of a Qualified Holding, if the shareholder is a private individual, only 60% of the gains of the
disposal of the shares are subject to progressive income tax plus the solidarity surcharge (Solidaritätszuschlag)
(partial income method); however, most double taxation treaties provide for exemption from German taxation
and assign the right of taxation to the shareholder’s country of residence. According to the tax authorities, there
is no obligation to withhold withholding tax at source in the case of a Qualified Holding if the shareholder
submits to the Domestic Paying Agent a certificate of domicile issued by a foreign tax authority.
If the selling shareholder has a Qualified Holding in the Company and the selling shareholder is a corporation,
which is not protected under a double taxation treaty, which exempts any capital gain from taxation in
Germany, any capital gain of such shareholder is nevertheless fully tax exempt under German domestic rules.
With regard to gains or losses of the disposal of shares belonging to a domestic permanent establishment or
fixed place of business or which are part of business assets for which a permanent representative in Germany
has been appointed, the abovementioned provisions pertaining to shareholders with a tax domicile in Germany
whose shares are business assets apply mutatis mutandis (see “18.2.3.1.2 Shares Held as Business Assets” in
“18.2.3.1 Taxation of Capital Gains of Shareholders with a Tax Domicile in Germany”). The Domestic Paying
Agent can refrain from deducting the withholding tax if the shareholder declares to the Domestic Paying Agent
on an official form that the shares form part of domestic business assets and certain other requirements are met.
18.2.4 Special Treatment of Companies in the Financial and Insurance Sectors and Pension Funds
As an exception to the aforementioned rules, dividends paid to, and capital gains realized by, certain companies
in the financial and insurance sector are fully taxable. Since January 1, 2017, the aforementioned exclusions of
(partial) tax exemptions for corporate income tax and trade tax purposes apply to shares which, in the case of
credit institutions or financial services institutions, are to be allocated to the trading portfolio (Handelsbestand)
within the meaning of the German Commercial Code (Handelsgesetzbuch). As a consequence, such credit
institutions or financial services institutions cannot benefit from the partial income method and are not entitled
to the effective 95% exemption from corporate income tax, solidarity surcharge and trade tax. Therefore,
dividend income and capital gains are fully taxable. The same applies to shares held by finance companies
where (i) credit institutions or financial services institutions hold, directly or indirectly, a participation of more
than 50% in the respective finance company, and (ii) the finance company must disclose the shares as current
assets (Umlaufvermögen) as of the time they are initially recognized as business assets. The preceding sentence
applies accordingly for shares held in a permanent establishment in Germany by financial institutions, financial
service institutions and financial institutions tax resident in another EU Member State or in other signatory
states of the Treaty on the EEA. Likewise, the tax exemption described earlier afforded to corporations for
dividend income and capital gains from the sale of shares does not apply to shares that qualify as a capital
investment in the case of life insurance and health insurance companies, or those which are held by pension
funds.
However, an exemption to the foregoing, and thus a 95% effective tax exemption, applies to dividends obtained
by the aforementioned companies, to which the Parent Subsidiary Directive applies.
In addition, relief of withholding tax may be available under an applicable double taxation treaty, subject to
certain prerequisites, e.g., substance requirements and holding periods, being met.
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The fair market value of the shares represents the tax assessment base. This is in general the stock exchange
price of the shares. Different tax rates apply dependent on the degree of relationship between the decedent or
donor and the recipient.
The small number of double taxation treaties in respect of inheritance and gift tax which Germany has
concluded to date usually provide for German inheritance or gift tax only to be levied in the cases under
(i) and, subject to certain restrictions, in the cases under (ii). Special provisions apply to certain German
nationals living outside of Germany and to former German nationals.
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19 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of certain U.S. federal income tax consequences to a U.S. Holder (as defined
below) of the Spin-Off and of owning and disposing of New Shares or ADRs that are received by a
U.S. Holder pursuant to the Spin-Off. This summary deals only with U.S. Holders receiving their New Shares
or ADRs pursuant to the Spin-Off that will hold the New Shares or ADRs as capital assets. The discussion
below does not cover all aspects of U.S. federal income taxation that may be relevant to, or the actual tax effect
that any of the matters described herein will have on, the acquisition, ownership or disposition of New Shares
or ADRs by particular investors (including consequences under the alternative minimum tax or net investment
income tax), and does not address state, local, non-U.S. or other tax laws (such as estate or gift tax laws). This
summary also does not address tax considerations applicable to investors that own (directly, indirectly or by
attribution) 5% or more of the shares of the Company by vote or value, nor does this summary discuss all of
the tax considerations that may be relevant to certain types of investors subject to special treatment under the
U.S. federal income tax laws (such as financial institutions, insurance companies, individual retirement
accounts and other tax-deferred accounts, tax-exempt organizations, dealers in securities or currencies, investors
that will acquire, hold or dispose of the New Shares or ADRs as part of straddles, hedging transactions, wash
sales, or conversion transactions for U.S. federal income tax purposes, persons that have ceased to be
U.S. citizens or lawful permanent residents of the United States, investors holding the New Shares or ADRs in
connection with a trade or business conducted outside of the United States, U.S. citizens or lawful permanent
residents living abroad or investors whose functional currency is not the U.S. dollar).
As used herein, the term “U.S. Holder” means a beneficial owner of New Shares or ADRs that is, for
U.S. federal income tax purposes, (i) an individual citizen or resident of the United States, (ii) a corporation
created or organized under the laws of the United States, any state thereof or the District of Columbia, (iii) an
estate the income of which is subject to U.S. federal income tax without regard to its source or (iv) a trust if a
court within the United States is able to exercise primary supervision over the administration of the trust and
one or more U.S. persons have the authority to control all substantial decisions of the trust, or the trust has
validly elected to be treated as a domestic trust for U.S. federal income tax purposes.
The U.S. federal income tax treatment of a partner in an entity or arrangement treated as a partnership for
U.S. federal income tax purposes that holds New Shares or ADRs will depend on the status of the partner and
the activities of the partnership. Prospective purchasers that are entities or arrangements treated as partnerships
for U.S. federal income tax purposes and partners thereof should consult their tax advisers concerning the
U.S. federal income tax consequences to them and their partners of the acquisition, ownership and disposition
of New Shares or ADRs by the partnership.
Except as otherwise noted, the summary assumes that the Company is not a passive foreign investment
company (a “PFIC”) for U.S. federal income tax purposes. The Company’s possible status as a PFIC must be
determined annually and therefore may be subject to change. If the Company were to be a PFIC in any taxable
year during which a U.S. Holder holds New Shares or ADRs, materially adverse consequences could result for
such U.S. Holder. See “—Passive Foreign Investment Company Considerations” below.
This summary is based on the tax laws of the United States, including the U.S. Internal Revenue Code of 1986,
as amended (the “Code”), its legislative history, existing and proposed regulations thereunder, published rulings
and court decisions, all as of the date hereof and all subject to change at any time, possibly with retroactive
effect.
THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FOR
GENERAL INFORMATION ONLY. ALL PROSPECTIVE PURCHASERS SHOULD CONSULT
THEIR TAX ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE
SPIN-OFF, OWNING AND DISPOSING OF THE NEW SHARES OR ADRS, INCLUDING THE
APPLICABILITY AND EFFECT OF STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS AND
POSSIBLE CHANGES IN TAX LAW.
328
dividend will equal the fair market value of the New Shares or ADRs on the date of the Spin-Off, and a
U.S. Holder will have a tax basis in the New Shares or ADRs equal to that fair market value.
The dividend will be foreign-source and U.S. Holders will not be eligible for the dividends-received deduction
generally available to U.S. corporations under the Code. The dividend generally will be taxable to a non-
corporate U.S. Holder at the reduced rate normally applicable to long-term capital gains, provided Daimler AG
qualifies for the benefits of the income tax treaty between the United States and Germany (the “Treaty”), and
certain other requirements are met. Daimler AG currently believes that it qualifies for the benefits of the Treaty.
U.S. Holders should consult their tax advisers regarding the specific tax consequences of the Spin-Off to them
in light of their particular circumstances, including the applicability of federal, state, local, non-U.S. and other
tax laws. Holders of existing Daimler AG ADRs under unsponsored ADR programs should consult their own
tax advisers with respect to the appropriate U.S. federal tax treatment of the Spin-Off if the applicable
depositary converts all or a portion of the New Shares or ADRs that they would otherwise receive in the Spin-
Off into cash.
19.3 Dividends
General. Subject to the PFIC rules discussed below, distributions paid by the Company out of current or
accumulated earnings and profits (as determined for U.S. federal income tax purposes), before reduction for
any German withholding tax with respect thereto, generally will be taxable to a U.S. Holder as ordinary
dividend income and will not be eligible for the dividends received deduction allowed to corporations.
Distributions in excess of current and accumulated earnings and profits will be treated as a non-taxable return
of capital to the extent of the U.S. Holder’s basis in the New Shares and thereafter as capital gain. However,
the Company does not maintain calculations of its earnings and profits in accordance with U.S. federal income
tax accounting principles. U.S. Holders should therefore assume that any distribution by the Company with
respect to New Shares will be reported as ordinary dividend income. U.S. Holders should consult their own tax
advisers with respect to the appropriate U.S. federal income tax treatment of any distribution received from the
Company.
Dividends paid by the Company generally will be taxable to a non-corporate U.S. Holder at the reduced rate
normally applicable to long-term capital gains, provided the Company qualifies for the benefits of the Treaty, is
not treated as a PFIC in the taxable year in which the dividends are received or in the preceding taxable year,
and certain other requirements are met. The Company believes that it is currently eligible for the benefits of the
Treaty and it therefore expects that dividends that it distributes on the New Shares will be qualified dividend
income, but there can be no assurance that it will continue to be eligible for the benefits of the Treaty.
A U.S. Holder generally will be entitled, subject to certain limitations, to a credit against its U.S. federal
income tax liability, or a deduction in computing its U.S. federal taxable income, for German income taxes
withheld by the Company or the Company’s paying agent. Dividends paid by the Company will generally
constitute non-U.S. source income and be treated as “passive category income” for foreign tax credit limitation
purposes. The rules governing foreign tax credits are complex. Prospective purchasers should consult their tax
advisers concerning the foreign tax credit implications of German withholding taxes.
Dividends Paid in Non-U.S. Currency. Dividends paid in non-U.S. currency will be included in income in a
U.S. dollar amount calculated by reference to the exchange rate in effect on the day the dividends are received
by the U.S. Holder or the depositary (in the case of ADRs), regardless of whether the non-U.S. currency is
converted into U.S. dollars at that time. If dividends received in non-U.S. currency are converted into
U.S. dollars on the day they are received, the U.S. Holder generally will not be required to recognize foreign
currency gain or loss in respect of the dividend income.
329
19.4 Sale or Other Taxable Disposition
Subject to the PFIC rules discussed below, upon a sale or other taxable disposition of New Shares or ADRs, a
U.S. Holder generally will recognize capital gain or loss for U.S. federal income tax purposes equal to the
difference, if any, between the amount realized on the sale or other taxable disposition and the U.S. Holder’s
adjusted tax basis in the New Shares or ADRs, in each case as determined in U.S. dollars. This capital gain or
loss will be long-term capital gain or loss if the U.S. Holder’s holding period in the New Shares or ADRs, as
applicable, exceeds one year. Non-corporate U.S. Holders are subject to tax on long-term capital gain at
reduced rates. The deductibility of capital losses is subject to limitations. U.S. Holders should consult their own
tax advisers about how to account for amounts received on the sale or other taxable disposition of New Shares
or ADRs that are not paid in U.S. dollars.
Any gain or loss recognized from the sale or other taxable disposition of New Shares or ADRs generally will
be U.S. source. Therefore, a U.S. Holder may have insufficient foreign source income to utilize foreign tax
credits attributable to any German withholding tax imposed on such sale or disposition. However, if the
U.S. Holder qualifies for the benefits of the Treaty, it would generally be eligible to treat any gain upon which
German withholding tax is imposed as foreign source. The rules governing foreign tax credits are complex.
Prospective purchasers should consult their tax advisers as to the availability of and limitations on any foreign
tax credit attributable to the German withholding taxes.
330
20 FINANCIAL INFORMATION
Audited Combined Financial Statements of the Daimler Truck Business as of and for the fiscal
years ended December 31, 2020, 2019 and 2018 in accordance with International Financial
Reporting Standards (IFRS, as adopted by the EU) . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2
Combined Statement of Income of Daimler Truck Business . . . . . . . . . . . . . . . . . . . . . . . . . F-5
Combined Statement of Comprehensive Income/Loss of Daimler Truck Business . . . . . . . . . . . . F-6
Combined Statement of Financial Position of Daimler Truck Business . . . . . . . . . . . . . . . . . . F-7
Combined Statement of Cash Flows of Daimler Truck Business . . . . . . . . . . . . . . . . . . . . . . F-8
Combined Statement of Changes in Equity of Daimler Truck Business . . . . . . . . . . . . . . . . . . F-9
Notes to the Combined Financial Statements of Daimler Truck Business . . . . . . . . . . . . . . . . . F-11
Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-115
Unaudited Condensed Interim Combined Financial Statements of the Daimler Truck Business
as of and for the nine months ended September 30, 2021 in accordance with IFRS applicable to
interim financial reporting (IAS 34) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-118
Combined Statement of Income of Daimler Truck Business Q1-3 . . . . . . . . . . . . . . . . . . . . . F-120
Combined Statement of Comprehensive Income/Loss of Daimler Truck Business Q1-3 . . . . . . . . F-121
Combined Statement of Financial Position of Daimler Truck Business . . . . . . . . . . . . . . . . . . F-122
Combined Statement of Cash Flows of Daimler Truck Business . . . . . . . . . . . . . . . . . . . . . . F-123
Combined Statement of Changes in Equity of Daimler Truck Business . . . . . . . . . . . . . . . . . . F-124
Notes to the Condensed Combined Interim Financial Statements of Daimler Truck Business . . . . F-126
Audited Unconsolidated Financial Statements of Daimler Truck Holding AG as of and for the
stub period from March 25, 2021 to September 30, 2021 in accordance with IFRS (as adopted
by the European Union) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-159
Statement of comprehensive income of Daimler Truck Holding AG, Stuttgart, for the stub period
March 25 to September 30, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-161
Statement of Financial Position of Daimler Truck Holding AG, Stuttgart, as at September 30, 2021 . F-162
Statement of Cash Flows of Daimler Truck Holding AG, Stuttgart, for the stub period March 25 to
September 30, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-163
Statement of Changes in Equity of Daimler Truck Holding AG, Stuttgart, for the stub period
March 25 to September 30, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-164
Notes to the financial statements of Daimler Truck Holding AG, Stuttgart . . . . . . . . . . . . . . . . F-165
Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-175
F-1
Audited Combined Financial Statements of the Daimler Truck Business as of and for the fiscal years ended
December 31, 2020, 2019 and 2018 in accordance with International Financial Reporting Standards (IFRS,
as adopted by the EU)
F-2
Combined Financial Statements
as of and for the fiscal years ended
December 31, 2020, 2019 and 2018
in accordance with
International Financial Reporting Standards
(IFRS, as adopted by the EU)
Daimler Truck Business
F-3
Combined Financial Statements of Daimler
Truck Business – Contents
F-4
Combined Statement of Income of
Daimler Truck Business
The accompanying notes are an integral part of these Combined Financial Statements.
F-5
Combined Statement of Comprehensive
Income/Loss1 of Daimler Truck Business
2020 2019 2018
In millions of euros
1 See Note 22. Equity for other information on the Combined Statement of Comprehensive Income/Loss.
The accompanying notes are an integral part of these Combined Financial Statements.
F-6
Combined Statement of Financial Position of
Daimler Truck Business
At December 31,
Note 2020 2019 2018
In millions of euros
Assets
Intangible assets 12 1,682 1,839 1,772
Property, plant and equipment 13 7,879 8,619 7,008
Equipment on operating leases 14 3,746 4,143 4,213
Equity-method investments 15 534 547 527
Receivables from financial services 16 8,318 9,334 8,401
Marketable debt securities and similar investments 17 27 2 2
Other financial assets 18 804 827 680
Deferred tax assets 11 1,258 1,109 1,612
Other assets 19 328 529 410
Total non-current assets 24,576 26,949 24,625
Inventories 20 6,278 7,551 7,725
Trade receivables 21 3,487 4,061 4,449
Receivables from financial services 16 6,951 9,345 7,989
Cash and cash equivalents 1,663 1,094 548
Marketable debt securities and similar investments 17 5,814 4,727 2,910
Other financial assets 18 448 601 410
Other assets 19 772 1,039 1,316
Total current assets 25,413 28,418 25,347
Total assets 49,989 55,367 49,972
The accompanying notes are an integral part of these Combined Financial Statements.
F-7
Combined Statement of Cash Flows1 of
Daimler Truck Business
The accompanying notes are an integral part of these Combined Financial Statements.
F-8
Combined Statement of Changes in Equity1 of
Daimler Truck Business
Other reserves
items that
may be reclassified
in profit/loss
Invested
equity Equity
attributable instruments/
to Daimler Currency debt
Group translation instruments
In millions of euros
The accompanying notes are an integral part of these Combined Financial Statements.
F-9
Total Invested
invested Equity
equity attributable
attributa- to
Derivative ble Non-
financial to Daimler controlling Total
instruments Group interests equity
In millions of euros
The accompanying notes are an integral part of these Combined Financial Statements.
F-10
Notes to the Combined Financial Statements
of Daimler Truck Business
F-11
of Stuttgart under No. HRB 778600. Daimler Truck Hold- However, immediately after the spin-off and the hive-
ing AG will be the issuer of the new shares and the ulti- down, DTHAG will issue additional new shares to Daim-
mate parent company of the new stand-alone Daimler ler Verwaltungsgesellschaft für Grundbesitz mbH,
Truck Group, with Daimler Truck AG, Stuttgart (also Schönefeld (“Daimler Grund”), a direct and fully owned
referred as to “DTAG”), as a subsidiary and being the lead subsidiary of Daimler AG, in exchange for a capital con-
operating company that bundles the Daimler Truck Busi- tribution in kind by Daimler Grund into DTHAG, that is a
ness at the time of the spin-off. contribution of its shareholding in Daimler Truck AG as
further discussed in Note 2. Basis of Preparation – Spe-
Accordingly, the separation and formation of the two cial Considerations.
independently operating companies after the balance
sheet date December 31, 2020 is intended to be executed Accordingly, DTHAG will be the issuer of the new shares.
in two phases. The shares are to be admitted to trading on the regulated
market segment (regulierter Markt) of the Frankfurt
• The first phase includes reorganization Stock Exchange (Frankfurter Wertpapierbörse), Germa-
measures and transfers of legal entities and operations of ny, with simultaneous admission to the sub-segment of
Daimler Trucks & Buses and Daimler Trucks Financial the regulated market with additional post-admission
Services to DTAG and to subsidiaries of DTAG that will be obligations (Prime Standard) of the Frankfurt Stock
executed by the time of the spin-off, that is, the date at Exchange.
which the legal demerger becomes effective i.e. the date
at which the demerger will have been entered into the According to the Commission Delegated Regulation (EU)
commercial register of Daimler AG at the District Court of 2019/980 (the "Regulation"), an issuer must present
Stuttgart, planned to be early December 2021. From the audited historical financial information covering the
date of the spin-off Daimler Truck Group constitutes a latest three financial years in a securities prospectus for
stand-alone group in accordance with IFRS 10. At the the contemplated listing on the stock exchange. Given
same time, Daimler Group will lose control of the Daim- that the Daimler Truck Business was not a group in ac-
ler Truck Group. cordance with IFRS 10 prior to the completion of the
legal reorganization and due to the significant restructur-
• The second phase includes reorganization ing in the context of the legal reorganization, DTHAG has
measures and transfers of certain remaining legal enti- a “Complex Financial History” according to the Regula-
ties and operations of Daimler Trucks & Buses and Daim- tion as there is no historical financial information for the
ler Trucks Financial Services to DTAG that will be im- Daimler Truck Group as of and for the fiscal years ended
plemented after the planned listing of Daimler Truck December 31, 2020, 2019 and 2018 that reflects the
Holding AG. Accordingly, only legal entities and opera- entire operations of Daimler Truck Group.
tions transferred in the first phase will be part of the
Daimler Truck Group at the time of the spin-off and stock Therefore, Daimler AG’s management has prepared
exchange listing. Combined Financial Statements as of and for the fiscal
years ended December 31, 2020, 2019 and 2018 (the
Further details on the legal reorganization under com- “Combined Financial Statements”), which in general
mon control of Daimler AG up until the spin-off are pro- reflect the Daimler Truck Business, i.e. Daimler Trucks &
vided in Note 2. Basis of preparation and Note 42. Events Buses and Daimler Trucks Financial Services, that will
after the reporting period. The respective transfers are have been transferred to DTAG and its subsidiaries by
referred to as “Phase 1” transfers, whereas transfers that the time of the spin-off (Phase 1). The legal entities and
shall be conducted effectively after the listing, and as operations of Daimler Trucks & Buses and Daimler
such then constitute third party transactions, are re- Trucks Financial Services that will be transferred after
ferred to as “Phase 2” transfers. spin-off and listing (Phase 2) are not reflected in the
Combined Financial Statements. Detailed information on
The listing on the stock exchange is contemplated to take the scope of combination is given in Note 2. Basis of
place immediately after the legal demerger in early De- preparation, Note 42. Events after the reporting period
cember 2021 and is dependent on the ability to resolve and in Note 43. Scope of combination.
possible actions for avoidance taken by shareholders.
The demerger will be conducted by way of a spin-off and The Combined Financial Statements comprise the Com-
a simultaneous hive-down of DAG’s shareholding in bined Statement of Financial Position as of December 31,
DTAG into Daimler Truck Holding AG (Abspaltung und 2020, 2019 and 2018, Combined Statement of Income,
Ausgliederung zur Aufnahme), with the (i) issuance of Combined Statement of Comprehensive Income, Com-
new shares in Daimler Truck Holding AG to the share- bined Statement of Changes in Equity, Combined State-
holders of Daimler AG (Abspaltung) and the (ii) issuance ment of Cash Flows and the Notes to the Combined Fi-
of new shares in Daimler Truck Holding AG to DAG (Aus- nancial Statements for the fiscal years 2020, 2019 and
gliederung) in exchange for the transfer of the invest- 2018, prepared on a going concern basis.
ment.
The Combined Financial Statements are presented in
Spin-off and hive-down are to be approved by the share- Euros. Amounts are stated in millions of Euros, except
holders’ meetings of Daimler AG on October 1, 2021 and where otherwise indicated. Rounding differences may
of DTHAG scheduled for early November, 2021. The arise when individual amounts or percentages are added
subject of the demerger will be the shares in Daimler together.
Truck AG held by Daimler AG.
F-12
The Combined Financial Statements were prepared and part of the restructuring of the Daimler Group in 2018
authorized for issuance on August 9, 2021 by the Boards and 2019, and to a smaller extent in 2020 and early 2021
of Management of Daimler AG and Daimler Truck AG. (in the following referred to as “Project Future”), by
transferring Dedicated entities as well as separating and
Description of the Daimler Truck Group transferring Daimler Trucks & Buses operations in Mixed
Entities, including commercial vehicle activities in Daim-
Daimler Trucks & Buses develops, manufactures and ler AG, to DTAG or Dedicated entities. In this context, the
distributes trucks and buses and provides services to its hive-down of investments held by Daimler AG and of
customers. Trucks are distributed under the brand certain other assets to DTAG in 2019 represented the
names Mercedes-Benz, Freightliner, FUSO, Western Star central step in the restructuring process. As of December
and BharatBenz. Furthermore, buses under the brands 31, 2017, Daimler Truck AG did not yet hold any material
SETRA, Mercedes-Benz, Thomas Built Buses and FUSO investments in subsidiaries or other entities.
are included in the product range of Daimler Trucks &
Buses which sells its buses either completely built-up as 2. Basis of preparation
well as the bus chassis only.
Scope of combination
Daimler Trucks Financial Services supports the sales of
the Daimler Truck Group brands worldwide with tailored The scope of combination for the Combined Financial
financial services. These services range from customized Statements of Daimler Truck Group for the fiscal years
leasing, financing and insurance packages to flexible 2018 to 2020 was determined based on the legal reor-
rental models and other dynamic customer solutions for ganization concept. That is, the Combined Financial
business customers. Statements generally reflect all entities, operations, as-
sets and liabilities which, as a result of the legal reorgani-
For the reporting periods under consideration, activities zation under common control of Daimler AG (Project
of Daimler Trucks & Buses and Daimler Trucks Financial Future and Phase 1 transfers), will be part of the Daimler
Services have been conducted in a variety of legal enti- Truck Group by the date of the demerger. This approach
ties, many of which also conducted other business activi- is based on the fact that the economic activities that form
ties than Daimler Truck Business operations (the “Mixed the Daimler Truck Group were not commonly managed
Entities”) and many of which solely conducted Daimler in the past, but the entities and operations in scope will
Truck Business operations (the “Dedicated entities”), but be legally bound together through a reorganization that
have not been subsidiaries of DTAG. will happen simultaneously with a proposed spin-off.
In the IFRS consolidated financial statements of Daimler A certain exception to this principle approach with re-
AG for the fiscal year ended December 31, 2020 Daimler spect to liabilities from Daimler Trucks Financial Ser-
Trucks & Buses has been generally included in the re- vices as described in Note 1. General information about
portable segment “Daimler Trucks & Buses”. For the the refinancing is discussed further below in section
fiscal years ended December 31, 2019 and 2018, Daimler Special Considerations – Daimler Trucks Financial Ser-
Trucks & Buses has been mainly included in the reporta- vices entities, along with the respective rationale. The
ble segments “Daimler Trucks” and “Daimler Buses”. basic concept is described in the following.
Daimler Trucks Financial Services has been generally
included in the reportable segment “Daimler Mobility” Dedicated entities and operations conducted in Mixed
for the fiscal years 2019 and 2020 and “Daimler Financial Entities, which constitute a business as defined in ac-
Services” for the fiscal year 2018 in the IFRS consolidat- cordance with IFRS 3 “Business Combinations”, that have
ed financial statements of Daimler AG. However, for all been transferred during Project Future or will be trans-
periods under consideration certain assets and liabilities, ferred to the Daimler Truck Group during Phase 1 are
that are also attributable to Daimler Truck Business included with their respective assets and liabilities (his-
given the approach for the preparation of the Combined torical carrying amounts extracted from the IFRS consol-
Financial Statements as further discussed below, histori- idated financial statements of Daimler AG) as well as
cally have been reported as reconciliation items outside income and expenses in the Combined Financial State-
the total of the reportable segments in the IFRS consoli- ments for all reporting periods presented. This also ap-
dated financial statements of Daimler AG (e.g., certain plies to former Mixed Entities, which at the date of the
litigation provisions, certain investments and joint ven- spin-off represent Dedicated entities due to transfers of
tures). non-Daimler Truck Business operations to remaining
Daimler Group companies up until the spin-off (“Re-
As discussed above, in order to complete the formation versed Carve-out”). Businesses acquired from a third
of Daimler Trucks & Buses and Daimler Trucks Financial party during the reporting periods of the Combined
Services as a stand-alone group, independent from Daim- Financial Statements were included from the date at
ler Group, Daimler Group is now undergoing and con- which the Daimler Group gained control based on fair
templating Phase 1 reorganization measures to establish values in accordance with IFRS 3.
the Daimler Truck Group for the spin-off on December 1,
2021, as well as Phase 2 reorganization measures subse- Entities and operations that are not already included and
quent to the spin-off and listing. will not be transferred to Daimler Truck Group up until
the demerger are not reflected in the Combined Finan-
Initial Phase 1 steps to bundle Daimler Trucks & Buses cials Statements. That also applies for all entities and
into a subgroup led by DTAG were already executed as
F-13
operations that will be transferred in Phase 2 after Daim- AG. The Combined Financial Statements have been pre-
ler Group loses control of the Daimler Truck Group. pared in accordance with International Financial Report-
ing Standards and the interpretations of the IFRS Inter-
Assets and liabilities that were or will be transferred, i.e. pretations Committee as adopted by the European Union
acquired or disposed of between Daimler Group compa- ("IFRS").
nies and Daimler Truck Group companies during the
reporting periods and up until the demerger, but do not Since IFRS do not provide specific guidance for the prep-
constitute a business in accordance with IFRS 3, are aration of Combined Financial Statements, in accordance
included or derecognized from the date of the respective with IAS 8 "Accounting policies, changes in accounting
transaction. Particularly, this applies to investments estimates and errors" management uses judgement in
attributed to Daimler Truck Group and are accounted for developing and applying an accounting policy, which
at fair value. produces information that is relevant to users, reliable
and free from bias, and complete in all material respects.
The transfers of operations that constitute a business as In doing so, IAS 8.12 requires consideration of recent
defined in IFRS 3 have been or will be executed as either pronouncements by other standard-setting bodies, other
share deals, which mostly is the case for the Dedicated accounting pronouncements and accepted industry prac-
entities, or by way of an asset deal, which mainly applies tices.
to the operations in Mixed Entities.
For the preparation of these Combined Financial State-
Refer to Note 43. Scope of combination, for an overview ments the predecessor accounting approach has been
of the entities and operations that are in scope of combi- applied, i.e. the Combined Financial Statements are con-
nation for the respective reporting periods presented in sidered to be an extract from the consolidated financial
the Combined Financial Statements. For further infor- statements of the parent company Daimler AG ("Extrac-
mation on the legal reorganization of Phase1 also refer to tion Method") and reflect the activities attributable to
Note 42. Events after the reporting period. Daimler Truck Business as they have been historically
included in the IFRS Consolidated Financial Statements
In general, Dedicated entities have been reflected in the of Daimler AG. Hence, Daimler Truck Business is pre-
Combined Financial Statements in their entirety. For sented using the carrying amounts and historical costs
Mixed Entities, the attribution of long lived assets and that are also included in the IFRS consolidated financial
liabilities is based on the executed legal transfer or in- statements of Daimler AG. In general, the same account-
tended legal transfer concept as of the date of the de- ing policies are applied by the entities in the scope of
merger, or in case such assets and liabilities were already combination as they were used for the preparation of the
derecognized in periods prior to the legal transfer, based IFRS consolidated financial statements of Daimler AG.
on whether such assets or liabilities were directly at- However, adjustments were made to the extent neces-
tributable to Daimler Truck Business. Short-term assets sary to present Daimler Truck Business as a separate,
and liabilities were presented in the Combined Financial stand-alone reporting entity, particularly with no inter-
Statements if they were directly attributable to Daimler company elimination made between Daimler Truck
Truck Business. Short-term assets and liabilities that Business and the remaining Daimler Group. This ap-
were not directly attributable to Daimler Truck Business proach is recognized for the preparation of Combined
were excluded, unless such items were expected to be Financial Statements with respect to reporting in a secu-
legally transferred to Daimler Truck Business. Income rities prospectus.
and expenses for Mixed Entities are presented based on
the concept of reflecting all costs of doing business by By applying this approach, the carrying amounts are
direct attribution or allocation of the costs historically extracted from the IFRS consolidated financial state-
incurred for Daimler Truck Business. For the purpose of ments of Daimler AG for the preparation of the Combined
cost allocation reasonable keys have been used and ap- Financial Statements and therefore include historical
plied consistently during the periods under considera- amounts for acquired intangible assets, step ups from
tion. For periods following the transfer to a Dedicated purchase price allocation and goodwill, that are attribut-
entity, income and expenses were reported as incurred able to the Daimler Truck Business.
and at arm’s length basis.
Furthermore, as discussed above in section Scope of
For further details on carve-out specific accounting prin- combination, the transfers of Dedicated entities and
ciples refer to section Special Considerations within this operations conducted in Mixed Entities constitute trans-
Note. actions under common control of Daimler AG and there-
fore are reflected retrospectively in the Combined Finan-
Compliance with IFRS cial Statements.
During the reporting periods presented, Daimler Truck The predecessor accounting approach for transactions
Business has not been a group of entities under the con- under common control does not apply for transfers of
trol of a parent company as defined by IFRS 10 “Consoli- assets and liabilities that do not constitute a business as
dated Financial Statements” and has historically not defined in IFRS 3 and that will be reflected prospectively
prepared consolidated financial statements for internal from the date of the transaction (see above). Such trans-
or external reporting purposes. Management has pre- actions are accounted for at fair values.
pared these Combined Financial Statements for the
planned stock exchange listing of Daimler Truck Holding
F-14
New IFRS accounting standards were applied in the of the Phase 1 transfers. Daimler Grund will contribute
Combined Financial Statements of Daimler Truck Busi- its participations in four real estate management part-
ness in fiscal years 2018 through 2020 (see Note 3. Sig- nerships (the “Gamma OHGs”) into DTAG in exchange for
nificant accounting policies) in accordance with the same new shares in DTAG issued to Daimler Grund. According-
respective dates of first-time adoption of Daimler AG. ly, the Gamma OHGs have been included in the scope of
the Combined Financial Statements, because the underly-
Specifically, for IFRS 15 “Revenues from Contracts with ing real estate is dedicated to Daimler Truck Business. By
Customers” (replacing IAS 18 “Revenues”, IAS 11 “Con- the date of the contribution estimated to be effective by
struction Contracts” and IFRIC 13 “Customer Loyalty December 1, 2021, the transferred participation will be a
Programs”) and IFRS 9 “Financial Instruments” (replac- majority share, but a non-controlling share of 10.1% will
ing IAS 39 “Financial Instruments: Recognition and remain with a remaining Daimler Group company not in
Measurement”), Daimler AG adopted the standards for scope of the Combined Financial Statements. The non-
the first time in fiscal year 2018, leading to the fact that controlling share results from a capital increase by cash
both standards are applied for all fiscal years presented contribution the remaining Daimler Group company is
as part of the Combined Financial Statements consistent- executing subsequent to December 31, 2020. For the
ly. periods under consideration, such minority share has not
been reflected retrospectively in the Combined Financial
For IFRS 16 “Leases” (replacing IAS 17 “Leases”), Daim- Statements as it is the result of an additional contribution
ler AG adopted the standard for the first time in fiscal and will be accounted for under IAS 32 as a financial
year 2019, not adjusting the prior-year figures in compli- instrument at fair value.
ance with the transition regulations. The accumulated
transitional effects have been presented in retained Daimler Trucks Financial Services entities
earnings. In consequence, for the Combined Financial
Statements leases have been accounted for in accordance The Combined Financial Statements reflect the Daimler
with the regulations of IAS 17 for the fiscal year ended Trucks Financial Services business that will transfer
December 31, 2018 and in line with the regulations of during Phase 1 to the Daimler Trucks Group via share
IFRS 16 for the fiscal years ended December 31, 2019 deals in Mexico, Brazil and Japan (following a demerger)
and 2020, respectively. Please refer to Note 3. Significant and asset deals in USA, Canada, Australia and South Afri-
Accounting Policies for further details on the first-time ca. Except for the USA, the lease portfolio as well as the
adoption of IFRS 16 and the corresponding transitional wholesale and retail loan portfolio will be transferred as
effects. part of asset deals. Liabilities for the Mixed Entities are
included in the Combined Financial Statements in case
All combined entities included in the Combined Financial they were directly attributable, and the liabilities were
Statements prepare their separate financial statements either settled at the time of spin-off or transferred (e.g.
as of December 31. liabilities connected to asset-backed securities). However
for Mixed Entities, the Daimler Trucks Financial Services
Transactions between Daimler Truck Business and the refinancing (towards external or related parties), such as
remaining Daimler Group are accounted for and classi- bank financing will not legally be transferred to the
fied as related party transactions in accordance with Daimler Truck Group. Therefore, this Daimler Trucks
IFRS as further descripted in Note 40. Related party Financial Services refinancing was allocated based on the
disclosures. Based on their character related party re- economic link between the assets from financial ser-
ceivables and payables are included as a component in vices/operating leases and the respective entities financ-
the respective line item in the Combined Statement of ing to reflect a meaningful presentation of the financial
Financial Position. All intercompany balances, income services operations including its financing in the Com-
and expenses, and unrealized gains and losses resulting bined Financial Statements. The allocation was based on
from transactions within Daimler Truck Business are a target equity ratio per jurisdiction that was applied on
generally eliminated, except for gains or losses from the actual historical equity of the respective legal entity
foreign exchange translation. of each year, as the terms of the financial services refi-
nancing would typically not allow for a transfer to a new
The periods for recognizing adjusting events in the Com- entity. The target equity ratio was calculated as of De-
bined Financial Statements are identical to the respective cember 31, 2020 and considers the specific economical
periods of the IFRS consolidated financial statements of risks of the respective portfolios as well as regulatory
Daimler AG. and legal requirements, tax regulations and internal
guidelines for the relevant entities as well as the future
Special considerations financing structure of the mixed entities as of “Day One”
(December 1, 2021), the operative start of the Daimler
Gamma Offene Handelsgesellschaften (OHGs) Truck Financial Services business. The target equity
ratios calculated in 2020 have also been applied for the
As discussed further above in Note 1. General infor- allocation of equity and refinancing for the periods be-
mation – Background, Daimler Grund is to contribute its fore 2020 as the risk structure of the respective underly-
shareholdings in Daimler Truck AG into DTHAG. Such ing portfolio did not materially change over time.
6.57% investment will - except for 1,000 Daimler Truck
shares issued in February 2021 and to be contributed In the USA, the asset deal excludes the transfer of the
into Daimler Grund by Daimler AG in October 2021 - existing lease portfolio, related assets, liabilities, as well
result from a previous contribution in kind in the course as income and expenses aside from a service fee charge
F-15
to remaining Daimler Group as only the related employ- ed in the line item “Transactions with Daimler Group” in
ees and net assets to service the lease portfolio were the Combined Statement of Changes in Equity.
transferred. Therefore, the lease portfolio and related net
assets are not included in the Combined Financial State- The changes in “Invested equity attributable to Daimler
ments. However, the employees and related net assets to Group” that result from transactions deemed to be im-
service the lease portfolio, as well as an income for the mediately settled through equity and as such treated as
servicing are included in the Combined Financial State- contribution or withdrawal by shareholders are also
ments. included in the line item “Transactions with Daimler
Group”, net of tax. Those contributions or withdrawals
With respect to the dedicated financing (e.g. liabilities relate to carve-out specific considerations, such as the
connected to asset-backed securities) the interest charg- allocation of corporate costs, tax expenses calculated on
es and financing fees historically incurred are included in separate tax return basis, and the attribution of assets
the Combined Statement of Income. In relation to the and liabilities (net assets) for Mixed Entities.
allocated financing liabilities reasonable interest charges
and financing fees have been allocated consistently to the For further information on changes in equity refer to
allocation of Daimler Trucks Financial Services refinanc- Note 22. Equity and Note 40. Related party disclosures.
ing as described above. The allocated interest charge and
financing fees may not be indicative of future perfor- Financing and Statement of Cash Flows
mance of Daimler Truck Group and do not necessarily
reflect what interest charge and financing fees would Besides the product portfolio provided by Daimler
have been had Daimler Truck Business operated as an Trucks Financial Services that is reflected in the Com-
independent standalone group during the periods pre- bined Financial Statements as discussed further above,
sented. financing of Daimler Trucks & Buses historically was
made available by cash pooling agreements and loans
For Dedicated entities that transfer via share deals, all within the Daimler Group and externally with banks and
liabilities that existed in the respective periods will be through financing vehicles (e.g. asset-backed security
transferred and therefore were included in the Combined structures). Information on the respective financial re-
Financial Statements. ceivables and liabilities to the remaining Daimler Group
companies are disclosed in Note 40. Related party disclo-
Transactions between Daimler Truck Business and Daim- sures. In the Combined Statement of Cash Flows, changes
ler Trucks Financial Services outside the Daimler Truck in receivables or liabilities from cash pooling as well as
Group, mainly relating to sales financing (leasing, loans) proceeds from and repayments of loans with remaining
of truck and bus sales, have been presented as transac- Daimler Group companies are presented on a gross basis
tions with related parties based on the criteria for as- as cash flows from investing or financing activities within
sessing leases and revenue from contracts with custom- “Proceeds from sales of marketable debt securities and
ers and third parties (e.g., amount of the repurchase similar investments” and “Transactions with Daimler
price, amount of return rates, repurchase obligations and Group”, respectively.
control, and taking into account inventory risk, etc.).
Interest income and expense on cash pooling deposits
Presentation of equity and borrowings and on loans are typically based on
country-specific market interest rates that, when taken
The Combined Statement of Changes in Equity presents together, reflect interest rates that management believes
the changes in equity attributable to Daimler Group and are comparable to the rates charged by third-party
attributable to non-controlling interests with respect to banks. For more information see Note 40. Related party
Daimler Truck Business. In the periods under considera- disclosures.
tion, Daimler Truck Business did not constitute a group
with a parent company in accordance with IFRS 10 “Con- Furthermore, transactions with remaining Daimler
solidated Financial Statements”. Therefore, “Invested Group that are treated as contributions or withdrawals,
equity attributable to Daimler Group” (including actuari- hence directly posted through equity and presented as
al gains and losses from remeasurement of postemploy- changes in "Invested Equity attributable to Daimler
ment benefits) is shown in lieu of share capital, reserves Group" in the line item “Transactions with Daimler
and retained earnings, and “Invested Equity attributable Group” in the Combined Statement of Changes in Equity,
to Non-controlling Interests” is presented accordingly. are presented on a gross basis in the Combined State-
Exchange differences on currency translation of foreign ment of Cash Flows. Such transactions particularly result
operations and other comprehensive income/loss from from the allocation of expenses or income for the pur-
equity and debt instruments, hedge accounting for deriv- pose of the Combined Financial Statements (e.g. corpo-
ative financial instruments under IFRS 9, and treasury rate cost allocation, taxes calculated for the activities in
shares, net of tax, are reported separately under “Other Mixed Entities, charges for usage of shared assets, etc.),
reserves” in accordance with IAS 1 “Presentation of Fi- for which no payable or receivable has been attributed to
nancial Statements”. the Combined Statement of Financial Position, as such
payable or receivable will be settled by companies of the
The effects of the profit or loss transfer agreements with remaining Daimler Group and hence are deemed to be
Daimler AG (see further below) as well as any dividend immediately settled by parent. Accordingly, cash flows
distributions to the remaining Daimler Group are includ- from financing activities include contributions and with-
drawals as “Transactions with Daimler Group”, with the
F-16
respective expenses deemed to be cash used or received partially allocated to the CGU comprising the reportable
in operating activities. segment “Financial Services” in the Combined Financial
Statements, using the relative fair value approach as well.
For further information on the Combined Statement of
Cash Flows refer to Note 32. Combined Statement of Cash Mercedes-Benz brand
Flows.
In the periods presented in the Combined Financial
Profit or loss transfer agreements Statements the Daimler Truck Business was using the
Mercedes-Benz brand with the segments Mercedes-Benz
For the periods under consideration of the Combined and Daimler Buses under a licensing agreement for no
Financial Statements receivables and liabilities to Daim- consideration. As for these periods no amortization in-
ler AG in connection with profit or loss transfer agree- curred for the Mercedes-Benz brand at any Daimler
ments (Gewinnabführungsvertrag) are presented as Group company, no expense to reflect a usage charge had
other financial assets and other financial liabilities, re- to be allocated for the purpose of the Combined Financial
spectively, in the Combined Statement of Financial Posi- Statements, accordingly. Contemplated in September
tion. The corresponding impact of the profit transfer or 2021, Daimler Truck Business will enter into a new li-
loss absorption is directly recognized in equity and is cense agreement with the remaining Daimler Group for
reflected as a withdrawal or contribution in the line item the right to use the Mercedes-Benz brand for an indefi-
“Transactions with Daimler Group”, respectively, in the nite period in exchange for no consideration. The trans-
Combined Statement of Changes in Equity. The subse- action will be reflected as a contribution at fair value
quent settlement of such receivables and liabilities is upon the effective date of the agreement in 2021. The
presented in the financing activities in the line item recognized intangible asset will be subject to an annual
“Transactions with Daimler Group” of the Combined impairment test.
Statement of Cash Flows.
Other trademarks, patents and intellectual property
The control and profit or loss transfer agreement be-
tween Daimler AG and DTAG will be spun off and trans- Certain intellectual property was directly attributable to
ferred from Daimler AG to DTHAG at the date of the Daimler Truck Business and will be transferred as part of
demerger. All other historic profit or loss transfer the legal reorganization. Those properties are recognized
agreements between legal entities in scope of the Com- with their respective book value (if any). Licenses to
bined Financial Statements and remaining Daimler intellectual property that did not exist through the track
Group companies have been terminated or transferred to period are only recognized prospectively from the com-
DTAG effective for fiscal years 2020, 2019 or 2018. mencement date of the license period.
Historically, goodwill reported in the Daimler AG IFRS Shared assets, mainly consisting of fixed assets that his-
consolidated financial statements was consistently allo- torically have been used by Daimler Truck Business and
cated to the cash-generating units that are expected to remaining Daimler Group that will not have been legally
benefit from the synergies of the respective acquisitions. transferred to the Daimler Truck Group by the spin-off
The goodwill included in the Combined Financial State- date, are not included in the Combined Statement of
ments is based on the goodwill attributable to the com- Financial Position. However, for such assets an appropri-
panies or businesses transferred to Daimler Truck Busi- ate usage charge has been allocated as an expense in the
ness during the legal reorganization. Combined Statement of Income in the respective report-
ing periods. Shared assets that will have been transferred
During the periods presented, goodwill was tested for to the Daimler Truck Group by the spin-off date, are
impairment based on the cash-generating unit structure included in the Combined Statement of Financial Posi-
used at that time by Daimler Group to monitor goodwill tion. The respective usage by the remaining Daimler
as Daimler Truck Business and the new reporting struc- Group is reflected by an appropriate usage charge allo-
ture did not exist in the past. cated as an income to the Combined Statement of Income
in the respective reporting periods. Depending on the
Therefore, in a first step, goodwill historically allocated arrangement, e.g. IT services, Daimler AG charges certain
to the cash-generating units (CGUs) “Daimler Trucks” expenses on at arm’s length basis to its subsidiaries
and “Daimler Buses”, in the IFRS consolidated financial while other headquarter expenses are allocated at cost
statements of Daimler AG, has been attributed to the based on certain allocation keys. The usage charges are
CGUs representing the reportable segments based on the generally calculated as a proportion of the historical
new reporting structure “Mercedes-Benz”, “Trucks North incurred amortization or depreciation of the underlying
America” and “Trucks Asia”, and “Daimler Buses” that asset. Allocated amounts are deemed to be settled imme-
was implemented in July 2021, in the Combined Finan- diately by the parent and as such accounted for as a
cial Statements. With the exception of “Daimler Mobility” contribution or withdrawal. Accordingly, the impact of
segment, the goodwill of all reportable segments have the expense or income allocated through profit or loss,
been generally allocated using the relative fair value net of tax, is reflected directly in equity as “Transactions
approach. In a second step, goodwill that historically was with Daimler Group”.
allocated to the CGU which was equal to the Daimler
Group reportable segment “Daimler Mobility”, has been
F-17
Leases ness hedged those risks on its own with Daimler AG as its
counterparty.
Lease agreements between Daimler Truck Business and
remaining Daimler Group are accounted for in accord- For purposes of the Combined Financial Statements,
ance with IAS 17 for the fiscal year ended December 31, derivatives were included in the opening balance sheet
2018 and in line with IFRS 16 for the fiscal years ended as of January 1, 2018 and the balance sheet as of Decem-
December 31, 2019 and 2020, respectively. Lease ac- ber 31, 2018 in case those derivatives were either trans-
counting is discussed in Note 3. Significant accounting ferred to Daimler Truck Business on January 1, 2019 or
policies. Explanations and disclosures on transactions settled by January 1, 2019. For balance sheets as of De-
with remaining Daimler Group are provided in 40. Relat- cember 31, 2019 and December 31, 2020 derivatives
ed party disclosures. were included in the Combined Financial Statements in
line with how Daimler Truck Business entered into those.
Income taxes and deferred taxes
From an income statement perspective, the hedging
Income taxes include current and deferred taxes and are effects as resulted from the hedging activities of Daimler
determined on the assumption that the Dedicated enti- for Daimler Truck Business until December 31, 2018 or
ties and operations comprising Daimler Truck Business Daimler Truck Business on its own starting from January
are separate taxable entities (separate tax return ap- 1, 2019 were included to present Daimler Truck Busi-
proach). If Dedicated entities and operations comprising ness’ results with the hedging that was in place in the
Daimler Truck Business form a tax group, the tax group respective years.
as a whole is deemed to be the separate taxable entity.
Pensions and similar obligations
The separate tax return approach is particularly relevant
to Daimler Truck Business activities in Mixed Entities for The Combined Financial Statements include the pension
which current and deferred taxes have to be calculated obligations and plan assets attributable to Daimler Truck
independently from the non-Daimler Truck Business. Business based on the legal reorganization concept dis-
cussed further above.
Current tax assets or tax liabilities are recognized in an
entity that is legally enforced to claim the tax assets from Provisions for pensions and other post-employment
or settle the tax liabilities to the taxation authorities. benefits of Dedicated entities have been included in the
Otherwise, current tax assets or tax liabilities are re- Combined Financial Statements for active and non-active
versed against equity. employees. Hence, for entities that are fully dedicated for
the periods under consideration historically reported
Current tax income or expense resulting from Daimler figures for pension obligations as well as the respective
Truck Business activities in Mixed Entities is recognized plan assets are also used for the purpose of the Com-
in the Combined Statement of Income while, in a tradi- bined Financial Statements.
tional carve-out, the respective current tax asset or liabil-
ity is reversed against equity. This is because the tax For the activities in Mixed Entities that have become fully
asset or liability is deemed to be settled immediately by Dedicated entities in fiscal year 2018 through fiscal year
the Mixed legal entity and, as such, is accounted for as a 2020, the benefit obligations for the years prior to full
contribution or withdrawal and presented on a gross dedication to Daimler Truck Group are principally based
basis in the cash flow statement. Likewise, deferred tax on employees dedicated to the legal entity (whether
income or expense from tax losses and tax credits is active or non-active) and actuarial reports using Daimler
recognized in the Combined Statement of Income while Truck Business specific actuarial assumptions (if neces-
the respective deferred tax asset, in a traditional carve- sary). The plan assets for years prior to full dedication
out, is reversed against equity. Tax loss carryforwards are allocated on a pro rata basis consistent with the
which are expected to expire or forfeit due to the change allocation of benefit obligations.
in ownership caused by the legal reorganization are not
included in the tax positions. In 2021 a separation of central and mandated functions
is planned. This includes a transfer of employees from
For more details on income taxes, please refer to Note 3. Daimler Group to Daimler Truck Business before the
Significant accounting policies, Note 4. Accounting esti- spin-off date. The pension obligations and plan assets of
mates and management judgments and Note 11. Income these employees are allocated to the Daimler Truck
taxes. Management considers that applying the separate Business for the purpose of the Combined Financial
tax return approach is reasonable, but not necessarily Statements. The allocation is valued on a pro rata basis
indicative of the costs that would have been incurred if that is based on best estimate of expected employee
Daimler Truck Business were a stand-alone group of transfers as of July 2021 and the historical funding ratio
separately taxable entities including entities in tax of the pension obligation.
groups.
Other employee related assets and liabilities
Hedge Accounting
For Dedicated entities, other employee related assets and
Until December 31, 2018, Daimler AG hedged for Daimler liabilities have been included for the periods presented
Truck Business commodity, interest and foreign ex- as part of the Combined Financial Statements. In case of
change risks. From January 1, 2019, Daimler Truck Busi- Mixed Entities, only such other employee related assets
F-18
and liabilities have been included, that relate to employ- Segments
ees that are expected to be assigned to Daimler Truck
Group by the spin-off date based on employee target In accordance with the management approach required
structure and also include fully dedicated employees that by IFRS 8 “Operating Segments”, the segment reporting
have left the Mixed Entities. presented in the Combined Financial Statements is based
on the internal organizational and reporting structure of
Share-based payment Daimler Truck Business that was implemented in July
2021. During the reporting periods under consideration
Employees of Daimler Truck Business participated in there was no chief operating decision maker (CODM)
share-based compensation programs of the Daimler who regularly reviewed the operating results of Daimler
Group. These are classified as cash-settled in line with Truck Business in its composition as described in Note 1.
the specific requirements for share-based payment General information. As such, the segment reporting in
transactions among group entities. The expenses and the Combined Financial Statements reflects the internal
obligations arising from share-based compensation were organization and reporting structure that was estab-
historically recognized and reported in the financial lished after the fiscal year ended December 31, 2020. For
statements of those companies, which incurred the per- more details see Note 37. Segment reporting.
sonnel expenses and also settled the obligations for their
employees. For more details see Note 24. Share-based Management judgment and estimation uncertainties
payment.
These Combined Financial Statements have been pre-
Accordingly, for Dedicated entities expenses and liabili- pared on a carve-out basis from the IFRS consolidated
ties are included in the Combined Financial Statements financial statements of Daimler AG for the fiscal years
as historically reported for the purpose of Daimler AG ended December 31 2020, 2019 and 2018 using histori-
consolidated financial statements and no changes to the cal results of operations, assets and liabilities attributa-
classification of the programs are made. ble to Daimler Truck Business based on the legal reor-
ganization up until the spin-off (Phase 1), include alloca-
For Mixed Entities expenses and liabilities are included tions of income and expenses from Daimler Group for the
in the Combined Financial Statements for employees that periods presented, and excludes activities that will trans-
are expected to be assigned to Daimler Truck Group by fer to Daimler Truck Group after the spin-off (Phase 2).
the spin-off date. No changes to the classification of the The Combined Financial Statements therefore may not
programs are made. In addition, the Combined Financial be indicative of future performance of Daimler Truck
Statements also include an allocation of share-based Group and do not necessarily reflect what its net assets,
compensation expenses at Mixed Entities in order to financial position, results of operations, capital structure
reflect all costs of doing business. and cash flows would have been had Daimler Truck
Business operated as an independent standalone group
Treatment of corporate costs during the periods presented.
Daimler AG as well as other Daimler Group companies, Moreover, the capital structure of Daimler Truck Group
such as Daimler Mobility AG, Daimler Greater China Ltd. at the time of the spin-off will differ from the capital
and Daimler North America Corporation, provided vari- structure presented in the Combined Financial State-
ous central services such as but not limited to account- ments due to the fact that the Phase 1 transfers, including
ing, human resources, information technology, legal, tax, the consideration paid or agreed on, as well as certain
risk management and treasury services to Daimler Truck capital measures contemplated after the balance sheet
Business which will either be transferred to Daimler date and up until the spin-off, are not reflected in the
Truck Business as part of the legal reorganization or will Combined Financial Statements. With respect to the
be provided as a service under transitional service transfers and measures completed between the balance
agreements subsequent to the legal reorganization. The sheet date and the issuance of the Combined Financial
respective costs for such services that historically have Statements refer to Note 42. Events after the reporting
been already recharged to the Daimler Truck Business period.
companies, have been included in profit or loss with their
historical amounts. Costs for such services that histori- Also, in addition to the matters discussed in Note 4. Ac-
cally have not been recharged to Daimler Truck Business counting estimates and management judgments in pre-
companies are allocated to the Combined Financial paring the Combined Financial Statements, additional
Statements using reasonable allocation keys, the most assumptions and estimates were made, particularly in
prominent of which is the headcount key. Allocation is connection with the attribution of assets and liabilities
based on historical costs incurred and allocated amounts for operations to be transferred, the allocation of ex-
are deemed to be settled immediately by parent and as penses for services provided by remaining Daimler
such accounted for as a contribution. Accordingly, the Group companies and the income taxes calculated apply-
impact of the expense allocated through profit or loss, ing the separate tax return approach. These assumptions
net of tax, is reflected directly in equity as “Transactions and related estimates affect the amounts and the report-
with Daimler Group”. Management considers allocations ing of recognized assets and liabilities, income and ex-
to be a reasonable reflection of the utilization of services penses and contingent liabilities. The actual amounts
provided, but not necessarily indicative of future costs may vary from these estimates.
for such services.
Further significant management assumptions relate to:
F-19
• The ability to complete the intended reorgani- • The execution of the legal transfer concept at
zation measures and transfer of legal entities Mixed Entities for assets and liabilities to be
and operations of Daimler Trucks & Buses and transferred to Daimler Truck Business sub-
Daimler Trucks Financial Services to Daimler sequent to the authorization of these Combined
Truck AG or to subsidiaries of Daimler Truck Financial Statements is consistent with the at-
AG as well as the execution of the hive-down as tribution and allocation principles applied in
described in the Background section of Note 1. the preparation of the Combined Financial
General information by the time of the legal Statements.
demerger of Daimler Truck Holding AG. Please • The final employee transfer concept at Mixed
refer to Note 43. Scope of Combination for legal Entities does not materially differ from the em-
entities and operations that have been included ployee target structure that was assumed in de-
in the scope of combination of the Combined termining the attribution of employee related
Financial Statements, but whose legal transfer liabilities and expenses.
to Daimler Truck AG has not been completed as • The execution of a new license agreement with
of the date the Combined Financial Statements remaining Daimler Group for the right to use
were prepared and authorized for issuance. the Mercedes-Benz brand for an indefinite pe-
riod in exchange for no consideration.
F-20
3. Significant accounting policies
Accounting policies date. In subsequent periods, assets and liabilities denomi-
nated in foreign currency are translated using period-end
Investments in associated companies, joint ventures or exchange rates; gains and losses from this measurement are
joint operations recognized in profit or loss (except for gains and losses
resulting from the translation of equity instruments meas-
An associated company is an entity over which Daimler ured at fair value through other comprehensive income,
Truck Business has significant influence. Significant influ- which are recognized in other comprehensive income/loss).
ence is the power to participate in the financial and operat-
ing policy decisions of the investee. Associated companies Assets and liabilities of foreign companies for which the
are generally accounted for using the equity method. functional currency is not the euro are translated into euros
using period-end exchange rates. The translation adjust-
For entities over which Daimler Truck Business has joint ments are presented in other comprehensive income/loss.
control together with a partner (joint arrangements), it is The components of equity are translated using historical
necessary to differentiate whether a joint operation or a rates. The Statements of Income and Cash Flows are trans-
joint venture exists. In a joint venture, the parties that have lated into euros using the yearly average exchange rates
joint control of the arrangement have rights to the net assets during the respective periods.
of the arrangement. For joint ventures, the equity method
has to be applied. A joint operation exists when the jointly The exchange rates of the US dollar, the Brazilian real, and
controlling parties have direct rights to the assets and obli- the Japanese yen – the most significant foreign currencies
gations for the liabilities. In this case, the prorated assets for Daimler Truck Business – are as shown in table D.06.
and liabilities and the prorated in-come and expenses are
generally to be recognized (proportionate consolidation). Hyperinflation
Joint operations that have no significant impact on the Com-
bined Financial Statements are generally accounted for To determine whether a country is to be considered as in
using the equity method. hyperinflation, Daimler Truck Business refers to the list
published by the International Practices Task Force (IPTF),
Entities measured at amortized cost the Center of the Audit Quality and other relevant interna-
tional publications. If a country is in hyperinflation, IAS 29
Subsidiaries, associated companies, joint ventures and joint Financial Reporting in Hyperinflationary Economies has to
operations whose business is non-active or of low volume be applied from the beginning of the respective reporting
and that individually and in sum are not material for Daim- period, i.e., from January 1 of the respective reporting year.
ler Truck Business and the fair presentation of profitability,
liquidity and capital resources and financial position are As a consequence of the assessment that Argentina is in
generally measured at amortized cost in the Combined hyperinflation, Daimler Truck Business applies IAS 29 to its
Financial Statements. Argentinian business since January 1, 2018. This application
does not have a material impact on Daimler Truck Business’
Foreign currency translation profitability, liquidity and capital resources and financial
position. The accounting impact is included in retained
Transactions in foreign currency are translated at the rele- earnings within the line item “Other” of the Combined
vant foreign exchange rates prevailing at the transaction Statement of Changes in Equity.
Exchange rates
F-21
Revenue recognition historical information. A loss on these contracts is recog-
Revenue from sales of vehicles, service parts and other nized in the current period if the expected costs for out-
related products is recognized when control of the goods is standing services under the contract exceed unearned reve-
transferred to the customer. This generally occurs at the nue. Usually, those contracts are paid in advance or in equal
time the customer takes possession of the products. instalments over the contract term.
Generally, payment from sales of vehicles, service parts and For multiple-element arrangements, such as when vehicles
other related products is made when the customer obtains are sold with free or reduced-in-price maintenance pro-
control of these products. grams or with free online services, Daimler Truck Business
generally allocates revenue to the various elements based
Dealers may finance their vehicle inventory by means of on their estimated relative stand-alone selling prices. To
dealer inventory financing provided by Financial Services, determine stand-alone selling prices, Daimler Truck Busi-
as described in Note 37. Segment reporting. Furthermore, ness primarily uses price lists with consideration of average
end-customers may be credit financed by Financial Services. price reductions granted to its customers.
Receivables from sales financing with end-customers and
dealers are presented in receivables from financial services. Vehicles may be initially sold to non-Group dealers. Subse-
Further information is provided in Note 16. Receivables quently a customer decides to enter into a leasing contract
from financial services. with Financial Services regarding such a vehicle. The vehicle
is therefore sold by the non-Group dealer to Financial Ser-
Revenue recognition from the sale of vehicles for which vices and a leasing contract is entered into with the custom-
Daimler Truck Business enters into a repurchase obligation er. When control of the vehicle is transferred to the non-
is dependent on the form of the repurchase agreement: Group dealer Daimler Truck Business recognizes revenue
from the sale of the vehicle.
− Sales of vehicles by which Daimler Truck Business is
obliged to repurchase the vehicles in the future are ac- The incremental cost of obtaining contracts is recognized as
counted for as operating leases. This also applies to a call an expense when incurred if the amortization period would
option that only grants Daimler Truck Business the right be no longer than one year.
to repurchase;
Daimler Truck Business does not adjust the promised
− Sales of vehicles including a put option (an entity’s obliga- amount of consideration for the effects of a significant fi-
tion to repurchase the asset at the customer’s request) are nancing component if at contract inception it is expected
reported as operating leases if the customer has a signifi- that the period between the transfer of a promised good or
cant economic incentive to exercise that right at contract service to a customer and payment by the customer will be
inception. Otherwise, a sale with a right of return is re- no longer than one year.
ported. Daimler Truck Business considers several factors
when assessing whether the customer has a significant Revenue also includes revenue from the rental and leasing
economic incentive to exercise his right. Amongst others, business as well as interest from the financial services busi-
these are the relation between the agreed repurchase ness at Financial Services. Revenue generated from operat-
price and the expected future market value (at the time of ing leases is recognized on a straight-line basis over the
repurchase) of the asset, or historical return rates. periods of the contracts. In addition, sales revenue is gener-
ated at the end of lease contracts from the subsequent sale
Arrangements such as when Daimler Truck Business pro- of the vehicles. Revenue from receivables from financial
vides customers with a guaranteed minimum resale value services is recognized using the effective interest method.
that they receive on resale (residual-value guarantee) do not
constraint the customers in their ability to direct the use of, Daimler Truck Business uses a variety of sales promotion
and obtain substantially all of the benefits from, the asset. At programs dependent on various market conditions in indi-
contract inception of a sale with a residual-value guarantee, vidual countries as well as the respective product life cycles
revenue therefore has to be recognized, reduced by a poten- and product-related factors (such as amounts of discounts
tial compensation payment to the customer (revenue defer- offered by competitors, excess industry production capacity,
ral). the intensity of market competition and consumer demand
for the products). These programs comprise cash offers to
Under a contract manufacturing agreement, Daimler Truck dealers and customers as well as lease subsidies or loans at
Business sells assets to a third-party manufacturer from reduced interest rates which are reported as follows:
which Daimler Truck Business buys back the manufactured
products after completion of the commissioned work. If the − Revenue is recognized net of sales reductions such as cash
legal sale of the assets is not accompanied by the transfer of discounts and sales incentives granted.
control to the third-party manufacturer, no revenue is rec-
ognized under IFRS 15. − When loans are issued below market rates, related receiv-
ables are recognized at present value (using market rates)
Daimler Truck Business offers extended, separately priced and revenue is reduced for the interest incentive granted.
warranties for certain products as well as service and
maintenance contracts. Revenue from these contracts is − If subsidized leasing fees are agreed upon in connection
deferred insofar as a customer has made an advance pay- with finance leases, revenue from the sale of a vehicle is
ment and is generally recognized over the contract period in reduced by the amount of the interest incentive granted.
proportion to the costs expected to be incurred based on
F-22
Research and non-capitalized development costs struments related to the financial services business are
Expenditure for research and development that does not disclosed under revenue and cost of sales respectively.
meet the conditions for capitalization according to IAS 38
Intangible Assets is expensed as incurred. Income taxes
Income taxes comprise of current income taxes and de-
Borrowing costs ferred taxes and are determined on the assumption that the
Borrowing costs are expensed as incurred unless they are Daimler Truck Business entities and business operations are
directly attributable to the acquisition, construction or pro- separate taxable entities (separate tax return approach).
duction of a qualifying asset and are therefore part of the This assumption implies that the current and deferred taxes
cost of that asset. Depreciation of the capitalized borrowing of all companies and business operations within Daimler
costs is presented within cost of sales. Truck Business are calculated separately. If entities were
historically part of a tax group and will not change their tax
Government grants status as part of the carve-out, current and deferred taxes
Government grants related to assets are deducted from the are continued to be determined on the basis of a tax group
carrying amount of the asset and are recognized in earnings under the separate tax return approach.
over the life of a depreciable asset as a reduced depreciation
expense. Government grants which compensate Daimler Current tax assets or tax liabilities are recognized in an
Truck Business for expenses are recognized as other operat- entity that is legally enforced to claim the tax assets from or
ing income in the same period as the expenses themselves. settle the tax liabilities to the taxation authorities. Other-
wise, current tax assets or tax liabilities are reversed against
Profit/loss on equity-method investments equity.
This item includes all income and expenses in connection
with investments accounted for using the equity method. In For fully dedicated truck and bus legal entities, current tax
addition to the prorated profits and losses from financial expense or income is recognized and calculated based on
investments, it also includes profits and losses resulting the local taxable income of this legal entity. For Mixed Enti-
from the sale of equity interests or the remeasurement of ties carving out a truck and bus business in a traditional
equity interests following a loss of significant influence or carve-out where the business carved-out did not historically
joint control. Daimler Truck Business’ share of dilution gains constitute a separate income tax payer, current tax expense
and losses resulting from Daimler Truck Business’ non- or deferred tax income for the truck and bus business is
participation or under-proportionate participation in capital recognized as non-cash contribution or withdrawal by
measures of companies in which shares are held and are Daimler Group in the year in which such taxes arose. For
accounted for using the equity method are also included in Mixed Entities carving out a cars and vans business in a
profit/loss on equity-method investments. This item also reverse carve-out, current tax expense or deferred tax in-
includes impairment losses and/or gains on the reversal of come from the business carved-out is reversed against equi-
such impairments of equity-method investments. ty.
Other financial income/expense, net If it is probable that a taxation authority will not accept an
Other financial income/expense, net includes all income and uncertain tax treatment, tax expense or income for uncer-
expense from financial transactions which are included tain income taxes is recognized. The amount is based on the
neither in interest income nor in interest expense, and best estimate of the expected tax payment (expected value
which Financial Services are included neither in revenue nor or most likely amount).
in cost of sales. For example, expense from the compound-
ing of interest on provisions for other risks is recorded in In all reporting periods, current tax liabilities were present-
this line item. ed in income tax liabilities including those that had been
presented as provisions for income taxes prior to the IFRIC
Furthermore, income and expenses from equity interests clarification in 2019.
are included in other financial income/expense, net, if such
in-come or expenses are not presented under equity- Deferred tax assets or liabilities are calculated on the basis
method investments. of temporary differences between the tax basis and the
financial reporting of assets and liabilities including differ-
Interest income and interest expense ences from consolidation, on unused tax loss carryforwards
Interest income and interest expense include interest in- and unused tax credits. Deferred tax assets on tax loss car-
come from investments in securities and from cash and cash ryforwards and tax credits are recognized in the Combined
equivalents as well as interest expense from liabilities. Fur- Financial Statements to the extent that it is probable that
thermore, interest and changes in fair values related to there will be future taxable income of the relevant entities
interest rate hedging activities as well as income and ex- or business activities against which the losses can be offset.
pense resulting from the allocation of premiums and dis- Tax loss carryforwards that are expected to expire or forfeit
counts are included. The interest components of defined due to the change in ownership caused by the legal reorgan-
benefit pension obligations and other similar obligations as ization are not included in the tax positions of Daimler
well as of the plan assets available to cover these obligations Truck Group. Deferred tax assets resulting from tax losses
and interest on supplementary income tax payments or from Mixed Entities carving out the truck and bus business
reimbursements are also presented in this line item. are not recognized but treated as non-cash withdrawals
from Daimler Group, because the future tax deductions will
For the Financial Services segment interest income and remain with Daimler Group. Deferred tax assets resulting
expense and gains or losses from derivative financial in- from tax losses of the cars and vans business in a Mixed
F-23
Entity carving out the cars and vans business are recognized In connection with obtaining control, non-controlling inter-
as a non-cash contribution from Daimler Group. est in the acquiree is principally recognized at the propor-
tionate share of the acquiree’s identifiable assets, which are
Measurement is based on the tax rates expected to be effec- measured at fair value.
tive in the period in which an asset is recognized or a liabil-
ity is settled. For this purpose, the tax rates and tax rules are Property, plant and equipment
used which have been substantially enacted at the reporting Property, plant and equipment are measured at acquisition
date. or manufacturing costs less accumulated depreciation. If
necessary, accumulated impairment losses are recognized.
Changes in deferred tax assets and liabilities are generally
recognized through profit or loss in deferred taxes in the The costs of internally produced equipment and facilities
Combined Statement of Income, except for changes recog- include all direct costs and allocable overheads. Acquisition
nized in other comprehensive income or expense or directly or manufacturing costs include the estimated costs, if any, of
in equity. dismantling and removing the item and restoring the site.
Deferred tax assets and liabilities are generally presented as Property, plant and equipment are depreciated over the
non-current items. useful lives as shown in table D.07.
Intangible assets The Daimler Truck Business has been confronted with
Intangible assets are measured at acquisition or manufac- worldwide competitive pressure and technological changes.
turing cost less accumulated amortization. If necessary, Our continuous efforts to increase efficiency include im-
accumulated impairment losses are recognized. proving the utilization of our production facilities. Within
the context of the regular review of useful lives, the useful
Intangible assets with indefinite useful lives are reviewed lives for scheduled depreciation of property, plant and
annually to determine whether indefinite-life assessment equipment were reassessed and partially extended at the
continues to be appropriate. If not, the change in the useful- end of 2020. This change in estimates will be applied from
life assessment from indefinite to finite is made on a pro- January 1, 2021 and is expected to have a positive impact on
spective basis. earnings before interest and taxes (EBIT) of €0.1 billion and
€0.1 billion in the years 2021 and 2022.
Development costs for vehicles and components are recog-
nized if the conditions for capitalization according to IAS 38 Leasing
are met. Subsequent to initial recognition, the asset is car- Leases include all contracts that transfer the right to use a
ried at cost less accumulated amortization and accumulated specified asset for a stated period of time in exchange for
impairment losses. Capitalized development costs include consideration, even if the right to use such asset is not ex-
all direct costs and allocable overheads and are amortized plicitly described in the contract. Daimler Truck Business is
on a straight-line basis over the expected product life cycle a lessee mainly of real estate properties and a lessor of its
(a maximum of ten years). Amortization of capitalized de- products.
velopment costs is an element of manufacturing costs and is
allocated to those vehicles and components by which they Daimler Truck Business as lessee
were generated and is included in cost of sales when the Until December 31, 2018, it was analyzed on the basis of the
inventory (vehicles) is sold. risks and rewards of a leased asset according to IAS 17
whether the economic ownership of the leased asset is at-
Other intangible assets with finite useful lives are generally tributed to the lessee (so-called finance lease) or to the
amortized on a straight-line basis over their useful lives lessor (so-called operating lease).
(three to ten years). The amortization period for intangible
assets with finite useful lives is reviewed at least at each In the case of an operating lease, the lease payments or
year-end. Changes in expected useful lives are treated as rental payments were expensed on a straight-line basis in
changes in accounting estimates. The amortization expense the Combined Statement of Income.
on intangible assets with finite useful lives is recorded in
functional costs. Assets carried as finance leases were measured at the be-
ginning of the (lease) contract at the lower of the present
With acquisitions of businesses, goodwill represents the value of the minimum lease payments and the fair value of
excess of the consideration transferred over the fair values the leased object, and in the following periods less accumu-
assigned to the identifiable assets proportionally acquired lated depreciation and other accumulated impairment loss-
and liabilities assumed. Goodwill is accounted for at the es. Depreciation was on a straight-line basis; residual values
subsidiaries in the functional currency of those subsidiaries. of the assets were given due consideration. Payment obliga-
F-24
tions resulting from future lease payments were discounted
and disclosed under financing liabilities. Reconciliation to lease liabilities in accordance with IFRS 16
F-25
Lease payments are discounted at the rate implicit in the Operating leases, i.e., by which economic ownership of the
lease if that rate can readily be determined. Otherwise, vehicle remains at Daimler Truck Business, relate to vehi-
discounting is at the incremental borrowing rate. The in- cles that Daimler Truck Business produces itself and leases
cremental borrowing rate, which is mainly applied at Daim- to third parties. Additionally, an operating lease may have to
ler Truck Business, is based on risk-adjusted interest rates be reported with sales of vehicles for which Daimler Truck
and determined for the respective lease terms and curren- Business enters into a repurchase obligation:
cies. As the cash flow pattern of the reference interest rates
(bullet bonds) does not correspond to the cash flow pattern − Sales of vehicles by which Daimler Truck Business is
of a lease contract (annuity), we use a duration adjustment obliged to repurchase the vehicles in the future, are ac-
in order to account for that difference. counted for as operating leases.
A right-of-use asset is subsequently measured at cost less − Sales of vehicles including a put option (an entity’s obliga-
any accumulated depreciation and, if necessary, any accu- tion to repurchase the asset at the customer’s request) are
mulated impairment. If the lease transfers ownership of the reported as operating leases if the customer has a signifi-
underlying asset to the lessee at the end of the lease term or cant economic incentive to exercise that right. Otherwise,
if the cost of the right-of-use asset reflects that the lessee a sale with a right of return is reported. Daimler Truck
will exercise a purchase option, the right-of-use asset is Business considers several factors when assessing wheth-
depreciated to the end of the useful life of the underlying er a customer has a significant economic incentive to ex-
asset. Otherwise, the right-of-use asset is depreciated to the ercise his right at contract inception. Amongst others
end of the lease term. these are the relation between repurchase price and the
expected future market value (at the time of repurchase)
In the subsequent measurement of a lease liability, the car- of the asset or historical return rates.
rying amount is increased to reflect interest on the lease
liability and reduced (through other comprehensive in- As part of the residual-value management process, especial-
come) to reflect the lease payments made. ly for operating lease contracts, certain assumptions are
regularly made at local and corporate levels regarding the
According to IFRS 16, the depreciation of right-of-use assets expected level of prices, based upon which the vehicles to be
is recognized within functional costs. The interest due on returned in the leasing business are evaluated. If changing
the lease liability is a component of interest expense. market developments lead to a negative deviation from
assumptions, there is a risk of lower residual values of used
Extension and termination options are part of a number of vehicles. Depending on the region and the current market
leases particularly of real estate. Such contract terms offer situation, the measures taken generally include continuous
Daimler Truck Business the greatest possible flexibility. In market monitoring as well as, if required, price-setting
determining the lease term, all facts and circumstances strategies or sales-promotion measures designed to regulate
offering economic incentives for exercising extension op- vehicle inventories. The quality of market forecasts is veri-
tions or not exercising termination options are taken into fied by regular comparisons of internal and external
account. In determining the lease term, those options are sources, and, if required, the determination of residual val-
only considered if they are reasonably certain. ues is adjusted and further developed with regard to meth-
ods, processes and systems.
Sale and leaseback
In a sale and leaseback transaction, the requirements of In the case of accounting as an operating lease, these vehi-
IFRS 15 are applied to ascertain whether the transfer of an cles are capitalized at (depreciated) cost of production un-
asset has to be accounted for as a sale. der leased equipment and are depreciated over the contract
term on a straight-line basis with consideration of the ex-
If the transfer of an asset does not satisfy the requirements pected residual values. Changes in the expected residual
of IFRS 15 to be accounted for as a sale of the asset, the values lead either to prospective adjustments of the sched-
transferred asset is still recognized, and a financial liability uled depreciation or, if necessary, to an impairment loss.
is recognized equal to the transfer proceeds in accordance The vehicles are allocated to the segment, which bears sub-
with IFRS 9. stantially all of the residual-value risk.
If the transfer of an asset is accounted for as a sale, the les- Operating leases also relate to vehicles, primarily Daimler
see accounting principles described above apply to those Truck Business products that Financial Services acquires
sold assets if Daimler Truck Business leases them back from from non-group dealers or other third parties and leases to
the buyer. Accordingly, only the amount of any gain or loss end customers. These vehicles are presented at (amortized)
that relates to the rights transferred to the buyer-lessor is cost of acquisition under leased equipment in the Financial
recognized. Services segment. If these vehicles are Daimler Truck Busi-
ness products and are subsidized, the subsidies are deduct-
Daimler Truck Business as lessor ed from the cost of acquisition. After revenue is received
Based on the risk and rewards associated with a leased from the sale to independent dealers, these Daimler Truck
asset, it is assessed whether economic ownership of the Business products generate revenue from lease payments
leased asset is transferred to the lessee (so-called finance and subsequent resale on the basis of the separate leasing
leases) or remains with the lessor (so-called operating leas- contracts. The revenue received from the sale of Daimler
es). Truck Business products to the dealers is estimated by
Daimler Truck Business as being of the magnitude of the
respective addition to leased equipment at Financial Ser-
F-26
vices. In 2020, additions to leased equipment from these asset may be impaired or whether there was an indication
vehicles at Financial Services amounted to €101 million that a previously recognized impairment loss may be re-
(2019: €194 million, 2018: €200 million). versed. If such indication existed, Daimler Group estimated
the recoverable amount of the asset. The recoverable
In the case of finance leases, Daimler Truck Business pre- amount is determined for each individual asset unless the
sents the receivables under receivables from financial ser- asset generates cash inflows that are not largely independ-
vices in an amount corresponding to the net investment of ent of those from other assets or groups of assets (cash-
the lease agreements. The net investment of a lease agree- generating units). Goodwill and other intangible assets with
ment is the gross investment (future lease payments and indefinite useful lives were tested at least annually for im-
non-guaranteed residual value) discounted at the rate upon pairment; this took place at the level of the cash-generating
which the lease agreement is based. The existence of a bar- units. If the carrying amount of an asset or of a cash-
gain purchase option leads to the accounting treatment as generating unit exceeds the recoverable amount, an im-
finance lease within Daimler Truck Business. pairment loss is recognized for the difference.
Equity-method investments The recoverable amount is the higher of fair value less cost
On the date of acquisition, a positive difference between cost of disposal and value in use. For cash-generating units,
of acquisition and Daimler Truck Business’ share of the fair Daimler Truck Business in a first step determines the re-
values of the identifiable assets and liabilities of the associ- spective recoverable amount as value in use and compares it
ated company or joint venture is determined and recognized with the respective carrying amount (including goodwill).
as investor level goodwill. The goodwill is included in the
carrying amount of the equity-method investment. If an Goodwill and other intangible assets with indefinite useful
equity interest in an existing associated company is in- lives were tested for impairment based on the cash-
creased without change in significant influence, goodwill is generating unit structure used at that time by Daimler
determined only for the additionally acquired interest; the Group to monitor goodwill and other intangible assets with
previous investment is not remeasured at fair value. indefinite useful lives, given the fact that Daimler Truck
Business and the new reporting structure did not exist in
Daimler Truck Business reviews on each reporting date the past. The cash-generating units of Daimler Group tested
whether there is any objective indication of impairments or for impairment in the years 2018 to 2020 were Mercedes-
impairment reversals of equity-method investments. If such Benz Cars, Mercedes-Benz Vans, Daimler Trucks, Daimler
indications exist, Daimler Truck Business determines the Buses and Daimler Mobility.
impairment loss or reversal to be recognized. If the carrying
amount exceeds the recoverable amount of an investment, Value in use is measured by discounting expected future
the carrying amount is written down to the recoverable cash flows from the continuing use of the cash-generating
amount. The recoverable amount is the greater of fair value units using a risk-adjusted interest rate. Future cash flows
less costs to sell and value in use. An impairment reversal is are determined on the basis of the long-term planning,
carried out if there is objective evidence for an impairment which is approved by management and which is valid at the
reversal. If such an assessment is made, the recoverable date when the impairment test is conducted. This planning,
amount is remeasured. An impairment reversal is recog- which covers a five-year period (2019 and 2018: seven-year
nized to the extent that the recoverable amount has in- period and therefore mainly covering the product life cycles
creased subsequent to the impairment and is limited to the of the automotive business), is based on expectations re-
amount by which an asset has been impaired. garding future market shares, the general development of
respective markets as well as the products’ profitability.
Gains or losses (to be eliminated) from transactions with Furthermore, in determining value in use, a risk assessment
companies accounted for using the equity method are rec- is performed. The planning premises are checked for plausi-
ognized through profit or loss with corresponding adjust- bility with regard to the historical development as well as
ments of the investments’ carrying amounts. Gains or losses external sources of information. The rounded risk-adjusted
from the contribution of interests in subsidiaries to invest- interest rates used to discount cash flows, which are calcu-
ments which are measured using the equity method are also lated for each cash-generating unit, are the same for all
subject to elimination adjustments to the carrying amount three periods at 8% after taxes for the cash-generating units
of the investment. of the automotive business. For the cash-generating unit
Daimler Mobility, a risk-adjusted interest rate of 9% after
Impairment of non-current non-financial assets taxes is applied for all three periods. Whereas the discount
There was no reporting on the level of Daimler Truck Busi- rate for the cash-generating unit Daimler Mobility repre-
ness in the past, but Daimler Truck Business formed part of sents the cost of equity, the risk-adjusted interest rate for
the Daimler Group. These Combined Financial Statements the cash-generating units of the automotive business is
were extracted from the Consolidated Financial Statements based on the weighted average cost of capital (WACC). This
of Daimler AG. Therefore, Daimler Truck Business has not is calculated based on the capital asset pricing model
performed any impairment test for any period shown in this (CAPM), taking into account current market expectations. In
Combined Financial Statements. Impairment assessment calculating the risk-adjusted interest rate for impairment-
procedures for the Daimler Trucks and Buses Business were test purposes, specific peer group information is used for
performed exclusively by Daimler AG during the periods beta factors, capital-structure data and cost of debt. Periods
under consideration. not covered by the forecast are taken into account by recog-
nizing a residual value (terminal value), which does not
During the periods presented Daimler Group assessed at include any growth rates. In addition, several sensitivity
each reporting date whether there is an indication that an analyses are conducted. These show that even in the case of
F-27
more unfavorable premises for main influencing factors (financial assets measured at amortized cost, financial as-
with respect to the original planning, no need for impair- sets measured at fair value through other comprehensive
ment exists. If value in use is lower than the carrying income and financial assets measured at fair value through
amount, fair value less costs of disposal is additionally calcu- profit or loss). Transaction costs directly attributable to
lated to determine the recoverable amount. acquisition or issuance are considered when determining
the carrying amount if the financial instruments are not
An assessment for assets other than goodwill is made at measured at fair value through profit or loss. A trade receiv-
each reporting date as to whether there is any indication able without a significant financing component is initially
that previously recognized impairment losses may no longer measured at the transaction price.
exist or may be reversed. If this is the case, Daimler Truck
Business records a partial or entire reversal of the impair- Financial assets
ment; the carrying amount is thereby increased to the re- Financial assets primarily comprise receivables from finan-
coverable amount. However, the increased carrying amount cial services, trade receivables, receivables from banks, cash
may not exceed the carrying amount that would have been on hand, derivative financial assets, marketable securities
determined (net of depreciation) if no impairment loss had and similar investments and financial investments. The
been recognized in prior years. classification of financial instruments is based on the busi-
ness model in which these instruments are held and on their
Non-current assets held for sale and disposal groups contractual cash flows.
Daimler Truck Business classifies non-current assets or
disposal groups as held for sale if the carrying amount will The determination of the business model is carried out at
be recovered principally through a sale transaction rather the portfolio level and is based on management’s intention
than through continuing use. In this case, the assets or dis- and past transaction patterns. Assessments of the contrac-
posal groups are no longer depreciated but measured at the tual cash flows are made on an instrument-by-instrument
lower of carrying amount and fair value less costs to sell. basis.
Immediately before classification as held for sale, the carry-
ing amount of the asset is determined in accordance with Financial assets at fair value through profit or loss. Financial
the applicable individual requirements. If fair value less assets at fair value through profit or loss include financial
costs to sell subsequently increases, any impairment loss assets with cash flows other than those of principal and
previously recognized is reversed. This reversal is restricted interest on the nominal amount outstanding. Furthermore,
to the impairment loss previously recognized for the assets financial assets that are held in a business model other than
or disposal group concerned. Daimler Truck Business gen- “hold to collect” or “hold to collect and sell” are included
erally discloses these assets or disposal groups separately in here.
the Combined Statement of Financial Position.
In addition, derivatives, including embedded derivatives
Inventories separated from the host contract, which are not classified as
Inventories are measured at the lower of acquisition or hedging instruments in hedge accounting, as well as finan-
manufacturing cost and net realizable value. The net realiz- cial assets acquired for the purpose of selling in the short
able value is the expected sales price less estimated costs of term that are classified as held for trading, are included
completion and estimated costs to sell. The acquisition or here. Gains or losses on these financial assets are recognized
manufacturing costs of inventories are generally based on in profit or loss.
the specific identification method and include costs incurred
in acquiring the inventories and bringing them to their Financial assets at amortized cost. Financial assets at amor-
present location and condition. Acquisition or manufactur- tized cost are non-derivative financial assets with contrac-
ing costs for large numbers of inventories that are inter- tual cash flows that consist solely of payments of principal
changeable are allocated under the average cost formula. In and interest on the nominal amount outstanding and which
the case of manufactured inventories and work in progress, are held with the aim of collecting the contractual cash
manufacturing cost also includes production overheads flows, such as receivables from financial services, trade
based on normal capacity. receivables or cash and cash equivalents (business model
“hold to collect”). Cash and cash equivalents consist primari-
Financial instruments ly of cash on hand, checks and demand deposits at banks, as
A financial instrument is any contract that gives rise to a well as debt instruments and certificates of deposits with a
financial asset of one entity and a financial liability or equity remaining term when acquired of up to three months, which
instrument of another entity. Financial instruments in the are not subject to any material value fluctuations. Cash and
form of financial assets and financial liabilities are generally cash equivalents correspond with the classification in the
presented separately. Financial instruments are recognized Combined Statement of Cash Flows.
as soon as Daimler Truck Business becomes a party to the
contractual provisions of the financial instrument. In the After initial recognition, financial assets at amortized cost
case of purchases or sales of financial assets through the are subsequently carried at amortized cost using the effec-
regular market, Daimler Truck Business uses the transaction tive interest method less any loss allowances. Gains and
date as the date of initial recognition or derecognition. losses are recognized in the Combined Statement of Income
when the financial assets at amortized cost are impaired or
Upon initial recognition, financial instruments are generally derecognized. Interest effects on the application of the effec-
measured at fair value. For the purpose of subsequent tive interest method are also recognized in profit or loss as
measurement, financial instruments are allocated to one of well as effects from foreign currency translation.
the categories mentioned in IFRS 9 Financial Instruments
F-28
Financial assets at fair value through other comprehensive The determination of whether a financial asset has experi-
income. Financial assets at fair value through other compre- enced a significant increase in credit risk is based on an
hensive income are non-derivative financial assets with assessment of the probability of default, which is made at
contractual cash flows that consist solely of payments of least quarterly, incorporating external credit rating infor-
principal and interest on the nominal amount outstanding mation as well as internal information on the credit quality
and which are held to collect the contractual cash flows as of the financial asset. For debt instruments that are not
well as to sell the financial assets, e.g. to achieve a defined receivables from financial services, a significant increase in
liquidity target (business model “hold to collect and sell”). credit risk is assessed mainly based on past-due information
This category also includes equity instruments not held for or the probability of default.
trading for which the option to present changes in the fair
value of the instrument within other comprehensive income A financial asset is migrated to stage 2 if the asset’s credit
has been applied. risk has increased significantly compared to its credit risk at
initial recognition. The credit risk is assessed based on the
After initial measurement, financial assets at fair value probability of default. For trade receivables, the simplified
through other comprehensive income are measured at fair approach is applied whereby all trade receivables are allo-
value, with unrealized gains or losses being recognized in cated to stage 2 initially. Hence, no determination of signifi-
other comprehensive income/loss. Upon disposal of debt cant increases in credit risk is necessary.
instruments, the accumulated gains and losses recognized in
other comprehensive income/loss resulting from measure- Daimler applies the low credit risk exception to the stage
ment at fair value are recognized in profit or loss. Interest allocation to quoted debt instruments with investment-
earned on financial assets at fair value through other com- grade ratings. These debt instruments are always allocated
prehensive income is generally reported as interest income to stage 1.
using the effective interest method. Changes in the fair value
of equity instruments measured at fair value through other In stage 1 and 2, the effective interest revenue is calculated
comprehensive income are not recycled to profit or loss but based on gross carrying amounts. If a financial asset be-
reclassified to retained earnings upon disposal. Dividends comes credit impaired in stage 3, the effective interest reve-
are recognized in profit or loss when the right to payment nue is calculated based on its net carrying amount (gross
has been established. carrying amount adjusted for any loss allowance).
Impairment of financial assets Measurement of expected credit losses. Expected credit losses
At each reporting date, a loss allowance is recognized for are measured in a way that reflects:
financial assets, loan commitments and financial guarantees
other than those to be measured at fair value through profit a) the unbiased and probability-weighted amount;
or loss reflecting expected losses for these instruments.
Expected credit losses are allocated using three stages: b) the time value of money and
Stage 1: expected credit losses within the next twelve c) reasonable and supportable information (if availa-
months ble without undue cost or effort) at the reporting
date about past events, current conditions and
Stage 1 includes all contracts with no significant increase in forecasts of future economic conditions.
credit risk since initial recognition and usually includes new
acquisitions and contracts with fewer than 31 days past due Expected credit losses are measured as the probability-
date. The portion of the lifetime expected credit losses re- weighted present value of all cash shortfalls over the ex-
sulting from default events possible within the next 12 pected life of each financial asset. For receivables from fi-
months is recognized. nancial services, expected credit losses are mainly calculat-
ed with a statistical model using three major risk parame-
Stage 2: expected credit losses over the lifetime – not credit ters: probability of default, loss given default and exposure
impaired at default.
If a financial asset has a significant increase in credit risk The estimation of these risk parameters incorporates all
since initial recognition but is not yet credit impaired, it is available relevant information, not only historical and cur-
moved to stage 2 and measured at lifetime expected credit rent loss data, but also reasonable and supportable forward-
loss, which is defined as the expected credit loss that results looking information reflected by the future expectation
from all possible default events over the expected life of a factors. This information includes macroeconomic factors
financial instrument. (e.g., gross domestic product growth, unemployment rate,
cost performance index) and forecasts of future economic
Stage 3: expected credit losses over the lifetime – credit conditions. For receivables from financial services, these
impaired forecasts are performed using a scenario analysis (basic
scenario, optimistic scenario and pessimistic scenario). The
If a financial asset is defined as credit-impaired or in default, impairment amount for trade receivables is predominantly
it is transferred to stage 3 and measured at lifetime ex- determined on a collective basis.
pected credit loss. Objective evidence for a credit-impaired
financial asset includes 91 days past due date and other A financial instrument is written off when there is no rea-
information about significant financial difficulties of the sonable expectation of recovery, for example, at the end of
borrower.
F-29
insolvency proceedings or after a court decision of uncol- If the requirements for hedge accounting set out in IFRS 9
lectibility. are met, Daimler Truck Business designates and documents
the hedge relationship from the date a derivative contract is
Significant modification of financial assets (e.g. with a entered into as a fair value hedge or a cash flow hedge. In a
change in the present value of the contractual cash flows of fair value hedge, the changes in the fair value of a recog-
10%) also leads to derecognition of the financial assets with nized asset or liability or an unrecognized firm commitment
a simultaneous recognition of new financial assets. This is are hedged. In a cash flow hedge, the variability of cash
estimated to be rare and immaterial for receivables from flows to be received or paid from expected transactions
financial services. If the terms of a contract are renegotiated related to a recognized asset or liability or a highly probable
or modified and this does not result in derecognition of the forecast transaction is hedged. The documentation of the
contract, then the gross carrying amount of the contract has hedging relationship includes the objectives and strategy of
to be recalculated and a modification gain or loss has to be risk management, the type of hedging relationship, the na-
recognized in profit or loss. ture of the risk being hedged, the identification of the eligi-
ble hedging instrument and the eligible hedged item, as well
Offsetting of financial instruments as an assessment of the effectiveness requirements compris-
Financial assets and financial liabilities are offset and the ing the risk mitigating economic relationship, the absence of
net amount is presented in the Combined Statement of Fi- deteriorating effects from credit risk and the appropriate
nancial Position provided that an enforceable right current- hedge ratio. Hedging transactions are regularly assessed to
ly exists to offset the amounts involved, and there is an determine whether the effectiveness requirements are met
intention either to carry out the offsetting on a net basis or while they are designated.
to settle a liability when the related asset is sold.
Changes in fair value of non-designated derivatives are
Financial liabilities recognized in profit or loss. For fair value hedges, changes in
Financial liabilities primarily include trade payables, liabili- the fair value of the hedged item and the derivative are
ties to banks, derivative financial liabilities and other liabili- recognized in profit or loss. For cash flow hedges, fair value
ties. changes in the effective portion of the hedging instrument
are recognized after tax in other comprehensive income.
Financial liabilities measured at amortized cost. After initial
recognition, financial liabilities are subsequently measured Under IFRS 9, for cash flow hedges in procurement transac-
at amortized cost using the effective interest method. tions expected with a high degree of probability, designation
can be made for separable risk components of these non-
Financial liabilities at fair value through profit or loss. Finan- financial hedged items.
cial liabilities at fair value through profit or loss include
financial liabilities held for trading. Derivatives (including Under IFRS 9, with cash flow hedges, amounts recognized in
embedded derivatives separated from the host contract) other comprehensive income as effective hedging gains or
which are not used as hedging instruments in hedge ac- losses from hedging instruments are removed from the
counting are classified as held for trading. Gains or losses on reserves for derivative financial instruments and directly
liabilities held for trading are recognized in profit or loss. included in the initial cost or carrying amount of the hedged
item at initial recognition if the hedged item, e.g., forecast
Derivative financial instruments and hedge accounting transaction, results in the recognition of a non-financial
Daimler Truck Business uses derivative financial instru- asset or non-financial liability.
ments exclusively for hedging financial risks that arise from
its operating or financing activities or liquidity management. For other cash flow hedges, the accumulated hedging gains
These are mainly currency risks, interest rate risks and or losses from hedging instruments are reclassified from the
commodity price risks. reserves for derivative financial instruments to the Com-
bined Statement of Income when the hedged item affects
Embedded derivatives are principally separated from the profit or loss. The ineffective portions of fair value changes
host contract and recognized separately. However, embed- are recognized directly in profit or loss. For derivative in-
ded derivatives are not separated from the host contract if struments designated in a hedge relationship, certain com-
that host contract is a financial asset, if Daimler Truck Busi- ponents can be excluded from designation and the changes
ness chooses to measure a hybrid contract at fair value in these components’ fair value are then deferred in other
through profit or loss, or if the embedded derivative is close- comprehensive income under IFRS 9. This may apply for
ly related to the host contract. example to the time value of options, the forward element of
a forward contract or cross currency basis spreads.
Derivative financial instruments are measured at fair value
upon initial recognition and at each subsequent reporting Hedge relationships are to be discontinued prospectively if a
date. The fair value of listed derivatives is equal to their particular hedge relationship ceases to meet the qualifying
positive or negative market value. If a market value is not criteria for hedge accounting under IFRS 9. Instances that
available, fair value is calculated using standard financial require discontinuation of hedge accounting are, among
valuation models such as discounted cash flow or option- others, changes to the designated hedged item, loss of the
pricing models. Derivatives are presented as assets if their economic relationship between the hedged item and the
fair value is positive and as liabilities if the fair value is nega- hedging instrument, disposal or termination of the hedging
tive. instrument, or a revision of the documented risk manage-
ment objective of a particular hedge relationship. Accumu-
lated hedging gains and losses from cash flow hedges are
F-30
retained and are reclassified from equity as described at outflow upon settlement is not unlikely, the item is to be
maturity if the hedged future cash flows are still expected to presented as a contingent liability, insofar as it is adequately
occur. Otherwise, accumulated hedging gains and losses are measurable. The amount disclosed as a contingent liability
immediately reclassified to profit or loss. represents the best estimate of the possible obligation at the
reporting date. Provisions and contingent liabilities are
If derivative financial instruments do not or no longer quali- regularly reviewed and adjusted as further information
fy for hedge accounting because the qualifying criteria for becomes available or circumstances change.
hedge accounting are not or are no longer met, the deriva-
tive financial instruments are classified as held for trading A provision for expected warranty costs is recognized when
and are measured at fair value through profit or loss. a product is sold or when a new warranty program is initi-
ated. Estimates for accrued warranty costs are primarily
Pensions and similar obligations based on historical experience.
The measurement of defined benefit plans for pensions and
other post-employment benefit obligations (medical care) in Restructuring provisions are set up in connection with pro-
accordance with IAS 19 Employee Benefits is based on the grams that materially change the scope of business per-
projected unit credit method. Plan assets invested to cover formed by a segment or business unit or the manner in
defined benefit pension obligations and other post- which business is conducted. In most cases, restructuring
employment benefit obligations (medical care) are meas- expenses include termination benefits and compensation
ured at fair value and offset against the corresponding obli- payments due to the termination of agreements with suppli-
gations. ers and dealers. Restructuring provisions are recognized
when Daimler Truck Business has a detailed formal plan
The balance of defined benefit plans for pensions and other that has either commenced implementation or been an-
post-employment benefit obligations and plan assets (net nounced.
pension obligation or net pension assets) accrues interest at
the discount rate used as a basis for the measurement of the Contract and refund liabilities
gross pension obligation. The resulting net interest expense Contract liabilities. A contract liability is an entity’s obliga-
or income is recognized in profit or loss under interest ex- tion to transfer goods or services to a customer for which
pense or interest income in the Combined Statement of the entity has received consideration (or the amount is due)
Income. The other expenses resulting from pension obliga- from the customer.
tions and other post-employment benefit obligations (medi-
cal care), which mainly result from entitlements acquired Contract liabilities occur at Daimler Truck Business espe-
during the year under review, are taken into consideration cially from prepaid service and maintenance contracts and
in the functional costs in the Combined Statement of Income. extended warranties.
Differences between the assumptions made and actual de-
velopments as well as changes in actuarial assumptions for Refund liabilities. A refund liability occurs if Daimler Truck
the measurement of defined benefit plans and similar obli- Business receives consideration from a customer and ex-
gations result in actuarial gains and losses, which have a pects to refund some or all of that consideration to the cus-
direct impact on the Combined Statement of Financial Posi- tomer. A refund liability is measured at the amount of con-
tion and are recognized in Other Comprehensive Income. sideration received for which Daimler Truck Business does
not expect to be entitled and is thus not included in the
The discount factors used to calculate the present values of transaction price.
defined benefit pension obligations are to be determined –
with maturities and currencies matching the pension pay- Refund liabilities occur at Daimler Truck Business especially
ments – by reference to market yields at the end of the re- in the following circumstances:
porting period on high-quality corporate bonds in the re-
spective markets. For very long maturities, there are no − Obligations from sales transactions (especially perfor-
high-quality corporate bonds available as a benchmark. The mance bonuses, discounts and other price concessions) in
respective discount factors are estimated by extrapolating the scope of IFRS 15, and
current market rates along the yield curve.
− Sales with the right of return and residual-value guaran-
Gains or losses on the curtailment or settlement of a defined tees.
benefit plan are recognized in profit or loss when the cur-
tailment or settlement occurs. Share-based payment
Share-based payment comprises cash-settled share-based
Provisions for other risks payments.
A provision is recognized when a liability to third parties
has been incurred, an outflow of resources is probable, and Cash-settled liabilities awards are measured at fair value at
the amount of the obligation can be reasonably estimated. each balance sheet date until settlement and are classified
The amount recognized as a provision represents the best as provisions under consideration of vesting conditions. The
estimate of the obligation at the reporting date. Provisions profit or loss of the period equals the addition to and/or the
with an original maturity of more than one year are dis- reversal of the provision during the reporting period and
counted to the present value of the expenditures expected to the dividend equivalent paid during the period and is in-
settle the obligation at the end of the reporting period. If the cluded in the functional costs.
criteria of the regulations on recognition and measurement
of provisions are not fulfilled and the possibility of a cash
F-31
Presentation in the Combined Statement of Cash Flows Income Tax Treatments was endorsed by the European
Operating transactions of the Daimler Truck Business with Union. IFRIC 23 has to be applied to annual reporting peri-
the remaining Daimler Group will be presented on a gross ods beginning on or after January 1, 2019. Early adoption is
basis. This means that the underlying expense is presented permitted. Daimler Truck Business has chosen to apply
as an operating cash outflow, and simultaneously a deemed IFRIC 23 at December 31, 2018. The application does not
contribution by the remaining Daimler Group is presented have any material impact on Daimler Truck Business’ profit-
as a financing cash inflow. Transactions with Daimler Group ability, liquidity and capital resources and financial position
also include cash inflows and outflows in connection with as the former Daimler Truck Business accounting policy was
profit or loss transfer agreements between Daimler Truck very close to IFRIC 23.
Business and remaining Daimler Group companies, divi-
dends paid to remaining Daimler Group, and other financing 4. Accounting estimates and management
transactions. judgments
Interest paid as well as interest and dividends received are In the Combined Financial Statements, to a certain degree,
classified as cash provided by/used for operating activities. estimates and management judgments have to be made
The cash flows from short-term marketable debt securities which can affect the amounts and reporting of assets and
with high turnover rates and significant amounts are offset liabilities, the reporting of contingent assets and liabilities
and presented within cash provided by/used for investing on the balance sheet date, and the amounts of income and
activities. expense reported for the period. The combined financial
information presented herein does not necessarily reflect
IFRS issued, EU endorsed and initially adopted in the the net assets, financial position, results of operations and
reporting period capital structure that would have occurred if the Daimler
In the second quarter of 2020, the International Accounting Truck Business had existed as a separate, stand-alone group
Standards Board published an amendment to IFRS 16 in the reporting periods under consideration. The fact that
(“Covid-19-Related Rent Concessions”), in which they the Daimler Truck Business did not historically exist there-
provide an accounting policy choice to lessees to apply fore limits the validity of the combined financial infor-
practical relief for rent concessions arising because of the mation. It also means that the combined financial infor-
covid-19 pandemic. Daimler Truck Business does not apply mation cannot be used to forecast the future development of
this practical expedient for lessees. the operations that have been combined to form the Daimler
Truck Group.
IFRS issued but neither EU endorsed nor yet adopted
In May 2017, the IASB issued IFRS 17 Insurance Contracts. In preparing the Combined Financial Statements, additional
IFRS 17 will replace the currently applicable IFRS 4. It estab- assumptions and estimates were made, particularly in con-
lishes more transparency and comparability with regard to nection with (i) legal entities and operations to be trans-
the recognition, measurement, presentation and disclosure ferred and the execution of the demerger (ii) the execution
of insurance contracts with the insurer. The application of of the legal transfer concept at Mixed Entities, (iii) final
IFRS 17 is mandatory for reporting periods beginning on or employee transfer concept, (iv) funding of Daimler Truck AG
after January 1, 2023. Early adoption is permitted. Daimler contractual trust arrangements and (v) the execution of a
Truck Business currently does not expect any material im- new license agreement relating to the Mercedes-Benz brand
pacts on the Daimler Truck Business’ profitability, liquidity as further discussed in the section Management judgment
and capital resources or financial position due to the appli- and estimation uncertainties in Note 2. Basis of preparation.
cation of IFRS 17. Early adoption is not currently planned. Further assumptions relating to the attribution of assets,
liabilities and income and expenses in the Combined Finan-
In August 2020 the IASB published amendments to IFRS 9, cial Statements are disclosed in Note 2. Basis of preparation.
IAS 39, IFRS 7, IFRS 4 and IFRS 16 (Interest Rate Benchmark These assumptions and estimates affect the amounts and
Reform – Phase 2: Amendments to IFRS 9, IAS 39, IFRS 7, the reporting of recognized assets and liabilities, income and
IFRS and IFRS 16). The amendments address issues related expenses and contingent liabilities. The actual amounts
to the application of the reform and its effects on financial therefore may vary from these estimates.
reporting for lease contracts, hedges and other financial
instruments caused by replacing existing interest-rate Accounting estimates and management judgements due
benchmarks with alternative benchmark rates. to the covid-19 pandemic (only applicable to the fiscal
year ended December 31, 2020)
Application is mandatory for reporting periods beginning on Due to the global consequences of the covid-19 pandemic,
or after January 1, 2021. Daimler Truck Business has not especially the accounting estimates and management
opted for early adoption and no significant impact is ex- judgements regarding the reporting of assets and liabilities
pected. are subject to increased uncertainty.
In addition, further standards and interpretations have been With the update of the accounting estimates and manage-
approved which are not expected to have a material impact ment judgements, available information on the expected
on Daimler Truck Business’ profitability, liquidity and capi- economic developments and country-specific governmental
tal resources and financial position. counter measures has been included.
Application of IFRIC 23 Uncertainty over Income Tax This information was included in the analysis of the recov-
Treatments. In October 2018, IFRIC 23 Uncertainty over erability and collectability of financial assets, especially of
receivables from financial services and equity-method in-
F-32
vestments, as well as in impairment tests for the cash- mated fair values and adequacy of collaterals. In addition to
generating units. With regard to hedge accounting, esti- historical and current information on losses, appropriate
mates were updated concerning whether forecast transac- and reliable forward-looking information on factors is also
tions can still be assumed to be highly likely to occur. Fur- included. This information includes macroeconomic factors
thermore, estimates of future residual values of leased vehi- (e.g. GDP growth, unemployment rate, cost-performance
cles, the measurement of provisions for residual-value guar- index) and forecasts of future economic conditions. For
antees and the measurement of the net realizable value of receivables from financial services, these forecasts are de-
inventories have been updated to include the expected termined using a scenario analysis (baseline scenario, opti-
consequences of the covid-19 pandemic. mistic and pessimistic scenario). Further external infor-
mation, e.g. in connection with the covid-19 pandemic,
Recoverable amounts of cash-generating units and equi- which cannot be depicted in the scenarios, is - as far as nec-
ty-method investments essary - included in the assessment through subsequent
In the context of impairment tests for non-financial assets, adjustments. Changes to the estimation and assessment of
estimates have to be made to determine the recoverable these factors influence the allowance for credit losses with a
amounts of cash-generating units. Assumptions have to be resulting impact on the Daimler Truck Business’ net profit.
made in particular with regard to future cash inflows and See also Note 16. Receivables from financial services and
outflows for the planning period and the following periods. Note 36. Management of financial risks for further infor-
The estimates include assumptions regarding future market mation.
shares and the growth of the respective markets, as well as
regarding the products’ profitability. On the basis of the Product warranties
impairment tests carried out in 2020, 2019 and 2018, the The recognition and measurement of provisions for product
recoverable amounts are substantially larger than the net warranties is generally connected with estimates.
assets of the Daimler Group cash-generating units applica-
ble for the Daimler Truck Business. For more details refer to The Daimler Truck Business provides various types of
section Impairment of non-current non-financial assets in product warranties depending on the type of product and
Note 3 Significant accounting policies. market conditions. Provisions for product warranties are
generally recognized when vehicles are sold or when new
When objective evidence of impairment or impairment warranty programs are initiated. Based on historical war-
reversal is present, estimates and assessments also have to ranty-claim experience, assumptions have to be made on the
be made to determine the recoverable amount of an equity- type and extent of future warranty claims and customer
method investment. The determination of the recoverable goodwill, as well as on possible recall campaigns. These
amount is based on assumptions regarding future business assessments are based on experience of the frequency and
developments for the determination of the expected future extent of vehicle faults and defects in the past. In addition,
cash flows of that financial investment. the estimates also include assumptions on the amounts of
potential repair costs per vehicle and the effects of possible
Recoverable amount of equipment on operating leases time or mileage limits. The provisions are regularly adjusted
Daimler Truck Business regularly reviews the factors de- to reflect new information. Further information on provi-
termining the values of its leased vehicles. In particular, it is sions for other risks is provided in Note 26. Provision for
necessary to estimate the residual values of vehicles at the other risks.
end of their leases, which constitute a substantial part of the
expected future cash flows from leased assets. In this con- Liability and litigation risks and regulatory proceedings
text, assumptions are made regarding major influencing Various legal proceedings, claims and governmental investi-
factors, such as the expected number of returned vehicles, gations are pending against legal entities that are included
the latest remarketing results and future vehicle model in the scope of combination of the Combined Financial
changes. Those assumptions are determined either by quali- Statements on a wide range of topics. If the outcome of such
fied estimates or by publications provided by expert third legal proceedings is detrimental to Daimler Truck Business,
parties; qualified estimates are based, as far as publicly Daimler Truck Business may be required to pay substantial
available, on external data with consideration of internally compensatory and punitive damages, to undertake service
available additional information such as historical experi- actions or recall campaigns, to pay fines or to carry out
ence of price developments and recent sale prices. The re- other costly actions. Litigation and governmental investiga-
sidual values thus determined serve as a basis for deprecia- tions often involve complex legal issues and are connected
tion; changes in residual values lead either to prospective with a high degree of uncertainty. Accordingly, the assess-
adjustments of the depreciation or, in the case of a signifi- ment of whether an obligation exists on the balance sheet
cant decline in expected residual values, to an impairment. If date as a result of an event in the past, and whether a future
depreciation is prospectively adjusted, changes in estimates cash outflow is likely and the obligation can be reliably
of residual values do not have a direct effect but are equally estimated, largely depends on estimations by the manage-
distributed over the remaining periods of the lease con- ment. Daimler Truck Business regularly evaluates the cur-
tracts. rent stage of legal proceedings, also with the involvement of
external legal counsel. It is therefore possible that the
Collectability of receivables from financial services amounts of provisions for pending or potential litigation will
Daimler Truck Business regularly estimates the risk of de- have to be adjusted due to future developments. Changes in
fault on receivables from financial services. Many factors are estimates and premises can have a material effect on the
taken into consideration in this context including historical Daimler Truck Business’ future profitability. It is also possi-
loss experience, the size and composition of certain portfo- ble that provisions recognized for some legal proceedings
lios, current economic events and conditions and the esti- may turn out to be insufficient once such proceedings have
F-33
ended. Legal entities that are included in the scope of com- 5. Composition of the Daimler Truck Busi-
bination of the Combined Financial Statements may also ness
become liable for payments in legal proceedings for which
no provisions were established. Although the final resolu- Composition of Daimler Truck Business
tion of any such proceedings could have a material effect on A detailed list of the operations and legal entities as well as
Daimler Truck Business’ operating results and cash flows investments included in the scope of combination of the
for a particular reporting period, Daimler Truck Business Combined Financial Statements and of the equity invest-
believes that it should not materially affect Daimler Truck ments of Daimler Truck Business is provided in Note 43.
Business’ financial position. Further information on liability Scope of combination.
and litigation risks and regulatory proceedings is provided
in Note 33. Legal proceedings. The aggregate totals in the Statement of Financial Position
of the legal entities, operations, associated companies, joint
Pensions and similar obligations ventures and joint operations accounted for at amortized
The calculation of provisions for pensions and similar obli- cost whose business is non-active or of low volume and
gations and the related pension cost are based on various which are not material for Daimler Truck Business and the
actuarial valuations. The calculations are subject to various fair presentation of its profitability, liquidity and capital
assumptions on matters such as current actuarially devel- resources, and financial position would amount to approxi-
oped probabilities (e.g. discount factors and cost-of-living mately 1% of Daimler Truck Business’ total assets; the ag-
increases), future fluctuations with regard to age and period gregate revenue and the aggregate net profit would amount
of service, and experience with the probability of occurrence to approximately 1% of Daimler Truck Business’ revenue
of pension payments, annuities or lump sums. As a result of and net profit.
changed market or economic conditions, the probabilities
on which the influencing factors are based, may differ from Structured entities
current developments. The financial effects of deviations of The structured entities of Daimler Truck Business are rental
the main factors are calculated with the use of sensitivity companies and asset-backed-securities (ABS) companies.
analyses. See Note 25. Pensions and similar obligations for The purpose of the rental companies is primarily the acqui-
further information. sition, renting-out and management of assets. The ABS com-
panies are primarily used for Daimler Truck Business’ refi-
Income taxes nancing. The assets transferred to structured entities usual-
The calculation of income taxes is based on the legislation ly result from Daimler Truck Business’ leasing and sales
and regulations applicable in the various countries. Due to financing business. Those entities refinance the purchase
their complexity, tax items presented in the Combined Fi- price by issuing securities.
nancial Statements may be subject to different interpreta-
tions by taxpayers on the one hand and local tax authorities At the reporting date, Daimler Truck Business has business
on the other. Different interpretations can occur especially relationships with 2 (2019: 2, 2018: 1) controlled structured
in connection with the recognition and measurement of entities. In addition, Daimler Truck Business has relation-
balance sheet items as well as in connection with the ships with 7 (2019: 7, 2018: 6) non-controlled structured
judgement of expenses and income. To account for deferred entities.
taxes, assumptions have to be made regarding future taxa-
ble income and the timing of future tax benefits. In this Assets and liabilities held for sale (only applicable to
context, Daimler Truck Business takes into consideration, the fiscal year ended December 31, 2020)
among other things, the projected earnings from business
operations, the effects on earnings of the reversal of taxable Joint venture between Volvo Group and Daimler Truck AG
temporary differences, and realizable tax strategies. As (cellcentric GmbH & Co. KG)
future business developments are uncertain and sometimes In November 2020, the Volvo Group and Daimler Truck AG
beyond Daimler Truck Business’ control, the assumptions signed a binding agreement on the establishment of a joint
made for the accounting of income taxes may include a venture for fuel-cell activities. Therefore, in 2020 the Daim-
substantial degree of uncertainty. ler Group placed the assets and liabilities of fuel-cell-
activities in the company Daimler Truck Fuel Cell GmbH &
On each balance sheet date, Daimler Truck Business carries Co. KG, a wholly owned subsidiary of Daimler Truck AG. In
out impairment tests on deferred tax assets on the basis of the first quarter of 2021, the Volvo Group acquired 50% of
the planned taxable income in future financial years. De- the shares in Daimler Truck Fuel Cell GmbH & Co. KG for
ferred tax assets are only recognized if it is probable that €639 million. The two parties agreed to rename the compa-
future tax advantages can be realized. ny into cellcentric GmbH & Co. KG (cellcentric) with its
principal place of business in Nabern, Germany. Upon com-
pletion of the transaction on March 1, 2021, a positive in-
come before taxes of €1,215 million, of which €624 million
was accounted for in particular by the remeasurement of
the interest in cellcentric that is still held by Daimler Truck
Business, and a cash inflow of €634 million were recognized
at Daimler Truck AG.
F-34
to common control guidance described in Note 2. Basis of Revenue that is expected to be recognized within three
preparation. Due to its minor importance for the financial years related to performance obligations that are unsatis-
position of the Daimler Truck Business, the assets and liabil- fied (or partially unsatisfied) amounted to €2,708 million at
ities held for sale were not presented separately in the December 31, 2020 (2019: €2,766 million; 2018: €2,558
Combined Statement of Financial Position. million). This revenue is mainly derived from long-term
service and maintenance contracts and extended warran-
6. Revenue ties. It does not include performance obligations from cus-
tomer contracts that have initial expected durations of one
Revenue disclosed in the Combined Statement of Income year or less. Long-term performance obligations of minor
includes revenue from contracts with customers and other importance to the overall contract value of a bundled con-
revenue not in the scope of IFRS 15. tract are not considered in assessing the initial duration of
the bundled contract.
Revenue from contracts with customers (revenue according
to IFRS 15) is disaggregated by the two categories - type of As a result of the covid-19 pandemic the Daimler Truck
products and services and geographical regions - and pre- Business’ revenue in the year 2020 was significantly below
sented in table D.09. The category type of products and the level of the prior years.
services corresponds to the reportable segments as further
described in the Note 37. Segment reporting. Revenue by segment D.88 and region D. 90 is present-
ed in tables in Note 37. Segment reporting.
Other revenue primarily comprises revenue from the rental
and leasing business of €1,012 million (2019:
€1,105 million; 2018: €1,137 million), interest from the
financial services business at Financial Services in an
amount of €971 million (2019: €1,149 million; 2018: €948
million and effects from currency hedging. Interest from
financial services business includes financial income on the
net investment in leases of €133 million (2019:
€119 million; 2018: €107 million).
F-35
Revenue
Trucks Daimler
Mercedes- North Trucks Daimler Financial Total Recon- Truck
Benz America Asia Buses Services segments ciliation Business
In millions of euros
2020
Europe 8,977 71 224 2,502 - 11,774 -533 11,241
North America 703 13,482 91 129 43 14,448 -713 13,735
Asia 1,313 40 4,870 106 5 6,334 -424 5,910
Latin America 1,452 77 91 322 10 1,952 -114 1,838
Other markets 748 118 274 151 43 1,334 -46 1,288
Revenue according to IFRS 15 13,193 13,788 5,550 3,210 101 35,842 -1,830 34,012
Other revenue 597 59 29 228 1,106 2,019 -18 2,001
Total revenue 13,790 13,847 5,579 3,438 1,207 37,861 -1,848 36,013
Trucks Daimler
Mercedes- North Trucks Daimler Financial Total Recon- Truck
Benz America Asia Buses Services segments ciliation Business
In millions of euros
2019
Europe 10,383 113 265 2,996 - 13,757 -601 13,156
North America 1,022 18,859 149 224 51 20,305 -1,076 19,229
Asia 1,500 85 5,701 276 5 7,567 -603 6,964
Latin America 2,237 129 140 709 12 3,227 -203 3,024
Other markets 1,082 141 379 138 44 1,784 -100 1,684
Revenue according to IFRS 15 16,224 19,327 6,634 4,343 112 46,640 -2,583 44,057
Other revenue 582 43 4 301 1,279 2,209 -22 2,187
Total revenue 16,806 19,370 6,638 4,644 1,391 48,849 -2,605 46,244
Trucks Daimler
Mercedes- North Trucks Daimler Financial Total Recon- Truck
Benz America Asia Buses Services segments ciliation Business
In millions of euros
2018
Europe 10,858 154 283 2,846 - 14,141 -618 13,523
North America 998 16,418 135 243 53 17,847 -1,013 16,834
Asia 1,409 43 5,716 161 22 7,351 -577 6,774
Latin America 1,792 177 135 644 8 2,756 -181 2,575
Other markets 1,024 230 463 124 58 1,899 -27 1,872
Revenue according to IFRS 15 16,081 17,022 6,732 4,018 141 43,994 -2,416 41,578
Other revenue 643 58 12 365 1,059 2,137 -15 2,122
Total revenue 16,724 17,080 6,744 4,383 1,200 46,131 -2,431 43,700
7. Functional costs The decrease in cost of sales in 2020 was primarily caused
by production and cost adjustments in response to the
Cost of sales covid-19 pandemic.
Items included in cost of sales are shown in table D.10.
Amortization expense of capitalized development costs in
the amount of €225 million (2019: €220 million; 2018:
Cost of sales €225 million) is presented in expense of goods sold.
2020 2019 2018
In millions of euros The expense of goods sold includes, among other expenses,
cost optimization programs to reduce fixed costs (see table
Expense of goods sold -27,759 -35,046 -33,284 D.11).
Depreciation of equipment
on operating leases -859 -830 -738
Cost of sales in 2020 was affected at the Financial Services
Refinancing costs at
Financial Services -555 -683 -521 segment by increased expenses for credit-risk provisions.
Impairment losses on receiva-
bles Selling expenses
from financial services -194 -64 -58
In 2020, selling expenses amounted to €2,625 million
Other cost of sales -1,164 -973 -844
(2019: €3,001 million, 2018: €2,745 million). Selling ex-
-30,531 -37,596 -35,445
penses consist of direct selling costs as well as selling over-
F-36
head expenses and comprise personnel expenses, material 8. Other operating income and expense
costs and other selling costs.
The composition of other operating income is shown in
General administrative expenses table
General administrative expenses amounted to €1,472 mil- D.12.
lion in 2020 (2019: €1,686 million, 2018: €1,502 million).
They consist of expenses, which are not attributable to pro-
duction, sales or research and development functions, and Other operating income
comprise personnel expenses, depreciation and amortiza-
tion of fixed and intangible assets and other administrative 2020 2019 2018
costs. In millions of euros
Research and non-capitalized development costs Income from costs recharged 353 505 369
Government grants and subsi-
Research and non-capitalized development costs were dies 79 46 36
€1,423 million in 2020 (2019: €1,662 million, 2018:€1,509 Gains on sales of property,
million) and primarily comprise personnel expenses and plant and equipment 44 18 24
material costs. Rental income
not relating to sales financing 31 32 25
Other miscellaneous income 219 196 206
In all functional cost areas, there were expenses from cost-
726 797 660
optimization programs in connection with the measures
agreed with the General Works Council of Daimler Group in
December 2019 to reduce costs and reduce jobs in a socially
responsible manner. Table D.11 provides an overview of Income from costs recharged includes income from licenses
the composition of these expenses. and patents, as well as shipping costs and other costs
charged, with related expenses primarily within the func-
tional costs. Income from costs recharged has increased in
2019 compared to 2018 mainly due to increased recharged
Expenses associated with cost optimization programs
costs of sales as well as recharged administration costs.
2020
In millions of euros Government grants and subsidies mainly comprise reim-
bursements relating to current early retirement part-time
Cost of sales 85 contracts and subsidies for alternative drive systems. In
Selling expenses 31 2020, the use of short-time work in Germany led to claims
General administrative expenses 27 for the reimbursement of social-security contributions,
Research and non-capitalized which are included in other operating income.
development costs 23
166
The composition of other operating expense is shown in
table
Personnel expenses and average number of employees D.13.
Personnel expenses included in the Combined Statement of
Income amounted to €6,554 million in 2020 (2019:
€7,043 million; 2018: €6,856 million). Personnel expenses Other operating expense
comprise wages and salaries in the amount of
2020 2019 2018
€4,954 million (2019: €5,463 million; 2018:
In millions of euros
€5,387 million), social-security contributions in the amount
of €1,288 million (2019: €1,298 million; 2018: Losses on sales of property,
€1,205 million) and expenses from pension obligations in plant and equipment -27 -32 -26
the amount of €312 million (2019: €282 million; 2018: Other miscellaneous expense -173 -182 -445
€264 million). -200 -214 -471
F-37
9. Other financial income/expense, net 11. Income taxes
Table D.14 shows the components of other financial in- Profit before income taxes is comprised as shown in table
come/expense, net. D.16.
Interest income
Interest and similar income 62 131 74
62 131 74 The current tax expense includes tax expenses recognized
for prior periods at German and non-German companies
Interest expense and operations of €5 million (2019: benefit of €13 million,
Net interest expense 2018: benefit of €190 million).
on the net obligation
from defined benefit
pension plans -77 -88 -58
The deferred tax income or expense is comprised of the
Interest and similar expense -142 -204 -199 components shown in table D.18.
-219 -292 -257
F-38
Daimler Truck AG is domiciled in Germany with an applica- In respect of each type of temporary difference and in re-
ble income tax rate of 29.8% in 2020, 2019 and 2018, re- spect of each type of unutilized tax loss carryforwards and
spectively. It consists of a federal corporate income tax rate unutilized tax credits, the deferred tax assets and liabilities
of 15.0%, a solidarity tax surcharge of 5.5% on each year’s before offset are summarized in table D.21.
federal corporate income taxes, and a trade tax rate of
14.0%. The deferred taxes were measured using the sub-
stantively enacted tax rates of the respective tax jurisdic- Split of deferred tax assets and liabilities before offset
tions.
At December 31,
Table D.19 shows a reconciliation of expected income tax 2020 2019 2018
expense to actual income tax expense determined using the In millions of euros
unchanged applicable German combined statutory tax rate
Intangible assets 396 18 18
of 29.8%.
Property, plant and equipment 5 12 4
Equipment on operating leases 79 107 100
Inventories 154 198 187
Reconciliation of expected income tax expense Receivables from financial
to actual income tax expense services 122 82 73
Miscellaneous assets, mainly
2020 2019 2018 other financial assets 1,064 1,052 972
In millions of euros Tax loss carryforwards and
unused tax credits 485 641 617
Expected income tax expense -100 -785 -761 Provisions for pensions and
similar obligations 266 320 291
Foreign tax rate differential 68 123 109
Other provisions 727 721 673
Trade tax rate differential 3 9 9
Liabilities 1,188 1,338 956
Tax law changes 2 16 1
Deferred income 739 764 720
Change of unrecognized
deferred tax assets -405 -202 -90 Miscellaneous liabilities 10 13 4
Tax-free income and 5,235 5,266 4,615
non-deductible expenses -1 -57 29 Unrecognized deferred tax
Other -32 15 -9 assets -1,902 -1,727 -771
Actual income tax expense -465 -881 -712 thereof on temporary diffe-
rences -1,434 -1,090 -183
thereof on tax loss carryfor-
wards -468 -637 -588
The change of unrecognized deferred tax assets predomi- Deferred tax assets, gross 3,333 3,539 3,844
nantly results from a non-recognition of deferred tax assets Development costs -216 -253 -296
in 2020 and write-down of deferred tax assets in 2019, Other intangible assets -57 -62 -39
mainly in German companies and operations. Property, plant and equipment -769 -818 -438
Equipment on operating leases -897 -993 -978
Inventories -28 -25 -30
Tax-free income and non-deductible expenses include all
Receivables from financial
effects from non-German and German legal entities and services -25 -47 -71
operations relating to tax-free income and non-deductible Miscellaneous assets -43 -66 -46
expenses, e.g. taxes on non-deductible expenses from tax- Provisions for pensions and
free dividends. similar obligations -98 -211 -354
Other provisions -9 -11 -8
The other items mainly include effects from withholding Miscellaneous liabilities -32 -39 -50
Deferred tax liabilities,
taxes and tax credits. gross -2,174 -2,525 -2,310
Deferred tax assets, net 1,159 1,014 1,534
Deferred tax assets and deferred tax liabilities are offset if
the deferred tax assets and liabilities relate to income taxes
levied by the same taxation authority and if there is the right
to set off current tax assets against current tax liabilities. In
the Combined Statement of Financial Position, deferred tax
assets and liabilities are presented as shown in table
D.20.
At December 31,
2020 2019 2018
In millions of euros
F-39
The development of deferred tax assets, net, is shown in €587 million), thereof €416 million from losses which can
table D.22. be carried forward indefinitely (2019: €571 million, 2018:
€570 million). Within the next five years, €1 million of un-
recognized deferred tax assets from corporate income tax
Change of deferred tax assets, net loss carryforwards will expire (2019: €3 million, 2018:
€0 million) and within six to ten years, €12 million of un-
2020 2019 2018 recognized deferred tax assets from corporate income tax
In millions of euros loss carryforwards will expire (2019: €11 million, 2018:
€11 million). After 20 years, €1 million of unrecognized
Deferred tax assets, net
as of January 1 1,014 1,534 1,508
deferred tax assets from corporate income tax losses will
Deferred tax benefit/expense expire (2019: €1 million, 2018: €6 million).
in the Combined Statement of
Income 196 -12 -88 Unrecognized deferred tax assets of €35 million (2019:
Change of deferred tax assets/ €48 million, 2018: €0 million) relate to tax loss carryfor-
liabilities on equity instru-
ments/ wards regarding capital losses which can be carried forward
debt instruments included in indefinitely.
other comprehensive
income/loss - -1 4
Change of deferred tax assets/
The Daimler Truck Business believes that the utilization of
liabilities on derivative finan- those deferred tax assets is not probable or it cannot be
cial reliably documented that sufficient future taxable income
instruments included in other
comprehensive income/loss -16 11 57
will be available against which the deductible temporary
Change of deferred tax assets/ differences, tax loss carryforwards and tax credits can be
liabilities on actuarial gains/ offset. As the probability criterion required by IAS 12 is
losses from defined benefit therefore not fulfilled, no deferred tax assets are recognized,
pension plans included in
other also in countries with tax loss carryforwards that can be
comprehensive income/loss 85 -507 65 carried forward indefinitely.
Other changes1 -120 -11 -12
Deferred tax assets, net The Daimler Truck Business incurred tax losses in 2020,
as of December 31 1,159 1,014 1,534
2019 or 2018 in some legal entities and operations. After
1 The other changes primarily relate to effects from currency transla-
offsetting the deferred tax assets against deferred tax liabili-
tion.
ties, the deferred tax assets recognized from these legal
entities and operations amounted to €96 million (2019: €48
Tax expense that was recognized in total comprehensive
million; 2018: €39 million). Daimler Truck Business be-
income is as shown in table D.23.
lieves it is probable that there will be sufficient future taxa-
ble income to utilize these deferred tax assets. The Daimler
Truck Business’ current estimate of deferred tax assets
Total comprehensive income
which are considered to be realizable may change in the
2020 2019 2018 future, necessitating higher or lower deferred tax assets.
In millions of euros
From the current perspective, the retained earnings of non-
Income tax expense in the German legal entities and operations are largely intended to
Combined be reinvested in those operations. The Daimler Truck Busi-
Statement of Income -465 -881 -712
ness did not recognize deferred tax liabilities on retained
Income tax expense or benefit
recorded in other reserves 69 -497 126 earnings of non-German legal entities and operations of
-396 -1,378 -586 €7,448 million (2019: €6,529 million; 2018: €6,594 million)
which are intended to be reinvested. If those earnings were
Compared to the corresponding prior period, unrecognized paid out as dividends, an amount of 5% would be taxed
deferred tax assets increased by €175 million, €956 million under German taxation rules and, if applicable, with non-
and €82 million at December 31, 2020, 2019 and 2018, German withholding tax. Additionally, income tax conse-
respectively. On the one hand, unrecognized deferred tax quences might arise if the dividends first have to be distrib-
assets increased in the years 2020, 2019 and 2018 through uted by a non-German subsidiary to a non-German holding
profit and loss by €405 million, €202 million and 90 million, company. Normally, the distribution would lead to an addi-
respectively. On the other hand, outside profit and loss, tional income tax expense. It is not practicable to estimate
unrecognized deferred tax assets decreased in the year the amount of taxable temporary differences for these un-
2020 by €230 million (2019: increase of 754 million, 2018: distributed foreign earnings.
decrease of €8 million). The changes recognized outside The Daimler Truck Business has various unresolved issues
profit and loss mainly result from the recognition or rever- concerning open income tax years with the tax authorities in
sal of write-downs in other comprehensive income/loss but a number of jurisdictions. Daimler Truck Business believes
also from currency translation and adjustments to tax-loss that it has recognized adequate liabilities for any future
carryforwards from previous years, mainly due to expira- income taxes that may be owned for all open tax years.
tion. Nevertheless, it cannot be ruled out that tax payments might
At December 31, 2020, unrecognized deferred tax assets exceed the liabilities recognized in the financial statements.
relates, among other things, to corporate income tax loss As a result of future adjudications or changes in the opinions
carryforwards of €430 million (2019: €586 million; 2018: of the fiscal authorities, it cannot be ruled out that Daimler
Truck Business might receive tax refunds for previous years.
F-40
12. Intangible assets €106 million (2019: €116 million, 2018: €0 million) relates
to Torc, which is shown in the column Reconciliation in the
Intangible assets developed as shown in table D.24. segment reporting.
At December 31, 2020 goodwill of €195 million (2019: Non-amortizable intangible assets primarily relate to good-
€148 million, 2018: €148 million) relates to the Mercedes- will and development costs for projects which have not yet
Benz segment, goodwill of €198 million (2019: been completed (carrying amount at December 31, 2020:
€230 million, 2018: €213 million) relates to the Trucks €233 million; 2019: €209 million, 2018: €191 million). In
North America segment, goodwill of €81 million (2019: addition, other intangible assets with a carrying amount of
€82 million, 2018: €81 million) relates to the Trucks Asia €154 million (2019: €159 million, 2018: €155 million) are
segment, goodwill of €6 million (2019: €6 million, 2018: not amortizable. These non-amortizable intangible assets
€6 million) relates to the Daimler Buses segment, goodwill are distribution rights as well as trademarks with indefinite
of €40 million (2019: €40 million, 2018: €40 million) re- useful lives. The Daimler Truck Business intends to continue
lates to Financial Services segment and goodwill of to use these assets unchanged.
Intangible assets
Develop-
ment Other
costs intangible
Goodwill (internally assets
(acquired) generated) (acquired) Total
In millions of euros
Acquisition/manufacturing costs
Balance at January 1, 2018 621 2,709 1,049 4,379
Additions due to business combinations - - - -
Other additions 1 80 52 133
Reclassifications - - - -
Disposals - -209 -205 -414
Other changes1 8 8 44 60
Balance at December 31, 2018 630 2,588 940 4,158
Additions due to business combinations 116 - 65 181
Other additions - 76 57 133
Reclassifications - 1 -1 -
Disposals - -1 -37 -38
Other changes1 21 3 35 59
Balance at December 31, 2019 767 2,667 1,059 4,493
Additions due to business combinations 45 - - 45
Other additions - 107 33 140
Reclassifications - - - -
Disposals - -91 -22 -113
Other changes1 -52 -12 -42 -106
Balance at December 31, 2020 760 2,671 1,028 4,459
Depreciation/impairment
Balance at January 1, 2018 137 1,577 765 2,479
Additions - 226 53 279
Reclassifications - - - -
Disposals - -209 -203 -412
Other changes1 5 7 28 40
Balance at December 31, 2018 142 1,601 643 2,386
Additions - 221 55 276
Reclassifications - - - -
Disposals - - -37 -37
Other changes1 3 3 23 29
Balance at December 31, 2019 145 1,825 684 2,654
Additions - 225 58 283
Reclassifications - - - -
Disposals - -89 -21 -110
Other changes1 -11 -11 -28 -50
Balance at December 31, 2020 134 1,950 693 2,777
F-41
Table D.25 shows the line items of the Combined State-
ment of Income, in which total amortization expense for
intangible assets is included.
F-42
13. Property, plant and equipment
Property, plant and equipment as shown in the Combined
Statement of Financial Position with a carrying amount of
€7,879 million (2019: €8,619 million) also includes right-of-
use assets from lessee accounting.
F-43
Property, plant and equipment (excluding right-of-use assets)
Advance
payments
relating to
plant and
Land, leasehold Other equipment
improvements and Technical equipment, and
buildings including equipment factory and construc-
buildings on land and office tion
owned by others machinery equipment in progress Total
In millions of euros
Depreciation/impairment
Balance at January 1, 2018 2,301 4,341 4,783 - 11,425
Additions 125 341 416 - 882
Reclassifications - - - - -
Disposals -42 -112 -138 - -292
Other changes¹ -5 -23 53 - 25
Balance at December 31, 2018 2,379 4,547 5,114 - 12,040
Reclassifications due to changes in accounting regulations (IFRS 16) -120 - -4 - -124
Additions 100 338 412 - 850
Reclassifications - -3 3 - -
Disposals -16 -108 -245 - -369
Other changes¹ 20 22 16 - 58
Balance at December 31, 2019 2,363 4,796 5,296 - 12,455
Additions 110 325 411 9 855
Reclassifications - 1 -1 - -
Disposals -32 -124 -146 - -302
Other changes¹ -98 -149 -267 -2 -516
Balance at December 31, 2020 2,343 4,849 5,293 7 12,492
Carrying amount at December 31, 2018 2,475 2,031 1,589 913 7,008
Carrying amount at December 31, 2019 2,458 2,055 1,735 834 7,082
Carrying amount at December 31, 2020 2,437 1,899 1,572 661 6,569
1 Primarily changes from currency translation.
F-44
Table D.27 shows the composition of the right-of-use
assets (IFRS 16, first time application in 2019). Cash outflows related to lessee accounting
2020 2019
In millions of euros
2020 2019
In millions of euros
Depreciation for
Land, leasehold improvements and
buildings 180 179
Technical equipment and machinery 1 0
Other equipment, factory and
office equipment 16 16
197 195
2020 2019
In millions of euros
F-45
14. Equipment on operating leases Leasing payments
Non-cancelable future lease payments to Daimler Truck
The development of equipment on operating leases is Business for equipment on operating leases are due as pre-
shown in table D.31. sented in table D.32 and D.33.
Acquisition/manufacturing costs
Mature
Balance at January 1, 2018 5,573
Within one year 614 670
Additions 1,676
Between one and two years 512 602
Disposals -1,408
Between two and three years 409 444
Other changes¹ -2
Between three and four years 248 261
Balance at December 31, 2018 5,839
Between four and five years 63 63
Additions 1,469
Later than five years 49 49
Disposals -1,433
1,895 2,089
Other changes¹ 44
Balance at December 31, 2019 5,919
Additions 1,131
Disposals -1,322
Other changes¹ -73 Maturity of undiscounted lease payments for
Balance at December 31, 2020 5,655 equipment on operating leases (IAS 17)
F-46
15. Equity-method investments
Table D.34 shows the carrying amounts and prof-
its/losses from equity-method investments.
Key figures on interests in joint ventures accounted for using the equity method
F-47
Summarized IFRS financial information on significant joint ventures accounted for using the equity method
BFDA¹
2020 2019 2018
In millions of euros
F-48
16. Receivables from financial services and loss as a result of the economic development in connec-
tion with the covid-19 pandemic. In addition, the calculation
Table D.38 shows the components of receivables from of the allowance for credit losses considers, among other
financial services. things, that customers’ current financial solvency is positive-
ly affected by offered national programs and programs of
Types of receivables Financial Services.
Receivables from sales financing with customers include
receivables from credit financing for customers who pur- The carrying amounts of receivables from financial services
chased their vehicle either from a dealer or directly from based on modified contracts that are shown in stages 2 and
Daimler Truck Business. 3, amounted to €511 million at December 31, 2020 (Decem-
ber 31, 2019: €192 million, 2018: €124 million). In addition,
Receivables from sales financing with dealers represent carrying amounts of €87 million (December 31, 2019: €76
loans for floor financing programs for vehicles sold by Daim- million, December 31, 2018: €94 million) in connection with
ler Trucks & Buses to dealers or loans for assets purchased contractual modifications were reclassified from stages 2
by dealers from third parties, primarily, used vehicles trad- and 3 into stage 1.
ed in by dealers’ customers or dealers’ real estate financing.
Credit risks
Receivables from finance lease contracts consist of receiva- Information on credit risks included in receivables from
bles from leasing contracts for which substantially all risks financial services is shown in table D.42.
and rewards incidental to the leasing objects are transferred
to the lessee. Longer overdue periods regularly lead to higher allowances.
All cash flow effects attributable to receivables from finan- The carrying amounts are backed by the vehicles based on
cial services are presented within cash provided by/used for the underlying contracts which generally almost completely
operating activities in the Combined Statement of Cash cover the net carrying amounts of the receivables. Over the
Flows. contract terms, the amounts of the collaterals are included
in the calculation of the risk provisioning, so the carrying
Tables D.39 and D.40 show the maturities of the future amounts of the credit-impaired contracts are primarily
contractual lease payments and the development of lease backed by the underlying vehicles.
payments to the carrying amounts of receivables from fi-
nance lease contracts. Further information on financial risks and the nature of
risks is provided in Note 36. Management of financial risks.
Loss allowances
The development of loss allowances for receivables from At December 31, 2020, receivables from financial services
financial services due to expected credit losses is shown in with a carrying amount of €1,303 million (December 31,
table D.41. 2019: €1,121 million, December 31, 2018: €632 million)
were pledged mostly as collateral for liabilities from ABS
At December 31, 2020, €0.1 billion of the loss allowances transactions (see also Note 27. Financing liabilities).
relates to the increase in the allowance for credit losses
recognized at the Financial Services segment through profit
F-49
Development of the finance lease con-
tracts
At December 31,
2020 2019
In millions of euros
At December 31,
2018
In millions of euros
F-50
Development of loss allowances for receivables from financial services
due to expected credit losses
F-51
Credit risks included in receivables from financial services
17. Marketable debt securities and similar 18. Other financial assets
investments
The line item other financial assets presented in the Com-
The marketable debt securities and similar investments bined Statement of Financial Position is comprised as shown
with a carrying amount of €5,841 million (2019: €4,729 in table D.43.
million, 2018: €2,912 million) are part of the Daimler Truck
Business’ liquidity management and comprise financial Other financial assets recognized at fair value through profit
instruments recognized at fair value through other compre- or loss relate exclusively to derivative financial instruments
hensive income, fair value through profit and loss or recog- which are not used in hedge accounting.
nized at amortized cost as well as cash pool receivables
from remaining Daimler Group (current) in the amount of At December 31, 2020, receivables with a carrying amount
€5,734 million (2019: €4,569 million, 2018: €2,797 mil- of €57 million (2019: €63 million, 2018: €31 million) were
lion). pledged as collateral for liabilities (see also Note
27. Financing liabilities).
When a short-term liquidity requirement is covered with
quoted securities, those securities are presented as current Further information on other financial assets is provided in
assets. Note 35. Financial instruments.
F-52
Other financial assets
Other assets
Reimbursements due to
income tax refunds 60 79 139 110 87 197 90 87 177
Reimbursements due to
other tax refunds 334 50 384 470 223 693 739 128 867
Other expected reim-
bursements 67 52 119 103 55 158 158 36 194
Prepaid expenses 152 12 164 172 9 181 155 6 161
Others 159 135 294 184 155 339 174 153 327
772 328 1,100 1,039 529 1,568 1,316 410 1,726
F-53
20. Inventories
Inventories are comprised as shown in table D.45.
Inventories
At December 31,
2020 2019 2018
In millions of euros
Trade receivables
At December 31,
2020 2019 2018
In millions of euros
Loss allowances
The development of loss allowances due to expected credit
losses for trade receivables is shown in table D.47.
F-54
Development of loss allowances for trade receivables due to expected credit losses
not
credit credit
impaired impaired
(Stage 2) (Stage 3)
In millions of euros
Credit risks
Information on credit risks included in trade receivables is
shown in table D.48.
F-55
Credit risks included in trade receivables
not
credit credit
impaired impaired
(Stage 2) (Stage 3)
In millions of euros
22. Equity share, based on the future capital structure of Daimler Truck
Holding AG at the time of the demerger.
See also the Combined Statement of Changes in Equity
D.05 Invested equity attributable to the Daimler Group
The invested equity attributable to the Daimler Group was
The individual components of equity and their development derived by aggregating the net assets of the Daimler Truck
in the years 2018 through 2020 are presented in the Com- Business operating activities that were or are being con-
bined Financial Statement of Changes in Equity of the Daim- ducted by direct or indirect subsidiaries of Daimler AG.
ler Truck Business.
Line item “Transactions with Daimler Group” as pre-
As stated in Note 3. Significant accounting policies, the sented in the Combined Statement of Changes in Equity
Daimler Truck Business was not a legal group for consoli-
dated financial statements reporting purposes in accord- During the fiscal year ended December 31, 2020, transac-
ance with IFRS 10 “Consolidated Financial Statements”, in tions with remaining Daimler Group in the amount of
the periods presented. The invested equity of the Daimler €-416 million (2019: €392 million, 2018: €-757 million)
Truck Business consists of the total invested equity attribut- incurred.
able to the Daimler Group and invested equity attributable
to non-controlling interests. The line item "Transactions with Daimler Group" mainly
contain specifics in relation to the combination rules as
See Note 39. Earnings per share, for a presentation of earn- described in Note 2. Basis of preparation. In addition, im-
ings per share in accordance with IAS 33, Earnings per pacts from the changes in the scope of combination from
mixed legal entities to dedicated legal entities or from mer-
F-56
gers, as described in Note 43. Scope of combination, are also transaction date, no amount had been recognized in the
reflected in the line item "Transactions with Daimler Combined Financial Statements.
Group".
The Daimler Truck Business also incurred acquisition-
Also included in this line item are equity contributions or related costs of €8 million on legal fees and due diligence
withdrawals with dedicated legal entities for transactions costs. These costs have been included in general administra-
like dividend distributions, profit or loss transfers and other tive expenses in the Combined Statement of Income and in
equity transactions. operating cash flows in the Combined Statement of Cash
Flows.
Other components of equity
The equity line item “other components of equity” includes Acquired receivables
changes in the equity of the Daimler Truck Business that
were not recognized in the Combined Statement of Income The fair value of acquired trade receivables is €6 million.
of the period, except those resulting from capital transac- The gross contractual amount for trade receivables due is
tions with the remaining Daimler Group. Other components €6 million. No loss allowances recognized on acquisition.
of equity comprise accumulated unrealized gains/losses
from currency translation of the financial statements of the Non-controlling interests
foreign legal entities and operations included in the scope of
combination and accumulated unrealized gains/losses on The fair value of net assets attributable to non-controlling
financial assets, derivative financial instruments and at interests (“NCI”) is calculated by multiplying the fair value
equity-method investments. of net assets acquired with 25%.
On March 28, 2019 after successful negotiation, Daimler The acquired business contributed revenues of €5 million
Truck Business executed an agreement to acquire a majority and net loss of €5 million to Daimler Truck Business for the
stake (75%) in Torc Robotics, Inc., located in Blacksburg, period from September 1, to December 31, 2019. If the
VA, USA (“Torc”) to create a technology powerhouse for acquisition had occurred on January 1, 2019, combined pro-
automated trucks. The closing date of the acquisition was forma revenue and loss for the year ended December 31,
August 30, 2019, after obtaining all necessary approvals. 2019 would have been €20 million and €3 million respec-
tively. These amounts have been calculated under the as-
Total purchase consideration amounted to USD 168.4 mil- sumption that the fair value adjustments, which were rec-
lion (€150 million) and was comprised entirely of cash ognized as at the acquisition date, remained the same if the
consideration. The remaining 25% is held by the founders of acquisition had occurred in January 1, 2019.
Torc. The assets and liabilities recognized as a result of the
acquisition are as shown in the table D.49. The valuation techniques used for measuring the fair value
of material assets acquired were as shown in table D.50
F-57
24. Share-based payment personnel of the Daimler Truck Business, is paid out after a
waiting period of one year. The actual payout is determined
At December 31, 2020, the Daimler Truck Business has the by the development of Daimler shares compared to an au-
2017-2020 Performance Phantom Share Plans (PPSP) out- tomobile-related index (Auto-STOXX). The fair value of this
standing. The PPSP are cash-settled share-based payment medium-term annual bonus, which depends on that devel-
instruments and are measured at their respective fair values opment, is measured by using the intrinsic value at the
at the balance sheet date. The PPSP are paid out at the end reporting date.
of the stipulated holding period; earlier, pro-rated payout is
possible in the case of beneficiaries leaving the Daimler The pre-tax effects of share-based payment arrangements
Truck Business only if certain defined conditions are met. on the Combined Statement of Income and Combined
PPSP 2016 was paid out as planned in the first quarter of Statement of Financial Position are shown in table D.51.
2020.
Provision
Expense At December 31,
2020 2019 2018 2020 2019 2018
In millions of euros
Performance Phantom Share Plans Daimler Truck Business. RoS must be not equal to but high-
In 2020, Daimler Truck Business adopted a Performance er than that of the competitors in order to achieve the same
Phantom Share Plan (PPSP), similar to those used in previ- target achievement as the other plan participants. For the
ous years, under which eligible employees are granted PPSP granted in 2015 to 2020, an additional limit on target
phantom shares entitling them to receive cash payments achievement was agreed upon for the reference parameter
after four years. During the four-year period between the RoS. In the case of target achievement between 195% and
allocation of the preliminary phantom shares and the pay- 200%, an additional comparison is made on the basis of the
out of the plan at the end of the term, the phantom shares RoS achieved in absolute terms. If the actual RoS for the
earn a dividend equivalent to the amount of the actual divi- automotive business is below the strategic target (currently
dend paid on ordinary Daimler AG shares. The amount of 9%) in the third year of the performance period, target
cash paid to eligible employees at the end of the holding achievement is limited to 195%.
period is based on the number of vested phantom shares
(determined over a three-year performance period) multi- Daimler Truck Business recognizes a provision for awarding
plied by the quoted price of Daimler AG ordinary shares the PPSP in the Combined Statement of Financial Position.
(calculated as an average price over a specified period at the Since payment per vested phantom share depends on the
end of the four-year plan period). The vesting period is quoted price of Daimler AG ordinary shares, that quoted
therefore four years. For the existing plans, the quoted price price essentially represents the fair value of each phantom
of Daimler AG ordinary shares to be used for the payout is share. The proportionate remuneration expenses from the
limited to 2.5 times the Daimler AG share price at the date of PPSP recognized in the individual years are measured based
grant. Furthermore, the payout for the Board of Manage- on the price of Daimler AG ordinary shares and the estimat-
ment of Daimler AG is also limited to 2.5 times the allotment ed target achievement.
value used to determine the preliminary number of phan-
tom shares. This limitation of the payout includes the divi- 25. Pensions and similar obligations
dend equivalent.
Table D.52 shows the composition of provisions for pen-
The number of phantom shares that vest of the PPSPs grant- sion benefit plans and similar obligations.
ed in 2015 to 2020 is based on the relative share perfor-
mance, which measures the development of the price of a At the Daimler Truck Business, defined benefit pension
share-price index based on a competitor group including obligations exist as well as, to a smaller extent, defined
Daimler AG, and the return on sales (RoS) compared with contribution pension obligations, specific to the various
the average RoS of a competitor group. In addition, begin- countries. In addition, smaller healthcare benefit obligations
ning with plan PPSP 2018, the average RoS of the competi- are recognized mainly in the US.
tor group is revenue-weighted.
Defined benefit pension plans
Special rules apply for the Board of Management of Daimler Provisions for pension obligations are made for defined
AG, which is classified as key management personnel of the commitments to active and former employees of the Daim-
F-58
ler Truck Business and their survivors. The defined benefit most employee financed plans are still open for new en-
pension plans provided by Daimler Truck Business general- trants, most of the employer financed plans are closed for
ly vary according to the economic, tax and legal circum- new entrants or frozen with regard to further accrual. The
stances of the country concerned. Most of the defined bene- contributions are deducted from the employee’s payroll and
fit pension plans also provide benefits in the case of invalidi- partially matched by the employer. The promised benefits
ty and death. have an implicit return on plan assets. Most of the US pen-
sion plans are funded by contributions paid into a trust.
Daimler Truck Business’ main pension plans are described
below. In 2019 programs were implemented at legal entities and
operations at Daimler Truck Business in the United States to
German pension plans and pension plan assets selected terminated vested employees as well as selected
Most employees in Germany have defined benefit pension retired employees to reduce investment and longevity risks
plans; most of the pension plans for the active workforce are (lump sum payouts and annuity purchase), leading to nega-
based on individual retirement benefit accounts, to which tive past service cost in 2019.
the Daimler Truck Business makes annual contributions.
The amount of the contributions for employees paid accord- Other countries’ pension plans and pension plan assets
ing to wage-tariff agreements depends on the tariff classifi- Other significant plans exist primarily in Japan, where the
cation in the respective year or on their respective income, majority of the plans are frozen and no significant new enti-
and for executives it depends on their respective income. tlements can be earned under these plans. The plans are
For the commitments to retirement benefits made until relating to final salaries as well as salary-based components.
2011, the contributions continue to be converted into capi- Most of the obligations outside Germany from defined bene-
tal components and credited to the individual pension ac- fit pension plans are funded by investment funds.
counts with the application of fixed factors related to each
employee’s age. The conversion factors include a fixed value Risks from defined benefit pension plans and pension
increase. For the commitments to retirement benefits made plan assets
as of 2011, the Daimler Truck Business guarantees at a The general requirements with regard to retirement benefit
minimum the value of the contributions paid into a cash- models are included in guidelines valid for the entire Daim-
balance plan. Pension payments are made either as a life ler Truck Business. Accordingly, the committed benefits are
annuity, twelve annual installments, or a single lump sum. intended to contribute to additional financial security dur-
ing retirement, and in the case of death or invalidity to be
In addition, previously concluded defined benefit plans exist capable of being planned and fulfilled by the respective legal
which primarily depend on employees’ wage-tariff classifi- entity or operations of Daimler Truck Business and to have a
cation upon transition into the benefit phase and which low-risk structure. In addition, a committee exists that ap-
foresee a life annuity. proves new pension plans and amendments to existing
pension plans as well as guidelines relating to company
As well as the employer-financed pension plans granted by retirement benefits.
German companies, the employees of some companies are
also offered various earnings-conversion models. The obligations from defined benefit pension plans and the
pension plan assets can be subject to fluctuations over time.
The pension obligations in Germany relating to defined This can cause the funded status to be negatively or posi-
benefit pension plans are funded by investment funds. Con- tively impacted. Fluctuations in the defined benefit pension
tractual trust arrangements (CTA) exist between Daimler obligations result at the Daimler Truck Business in particu-
Truck AG as well as the other legal entities in Germany and lar from changes in financial assumptions such as discount
the Daimler Pension Trust e.V. and will be transferred to the rates and increases in the cost of living, but also from
new Daimler Truck Pension Trust e.V. before spin-off. changes in demographic assumptions such as adjusted life
expectancies. With most of the plans, expected long-term
In Germany, there are normally no statutory or regulatory wage and salary increases do not have an impact on the
minimum funding requirements. amount of the obligation.
Before spin-off of Mercedes-Benz AG and Daimler Truck AG The fair value of plan assets is predominantly determined
from Daimler AG in 2019, certain defined benefit obligations by the situation on the capital markets. Unfavorable devel-
and plan assets of retired employees were transferred to opments, especially of equity prices and fixed-interest secu-
Daimler Pensionsfonds AG (pension fund), including most rities, could reduce that fair value. The diversification of
retired employees formerly associated with the Daimler investment funds, the engagement of asset managers using
Truck Business. Since these retired employees as well as quantitative and qualitative analyses, and the continual
their defined benefit obligation stayed with Daimler AG, the monitoring of performance and risk help to reduce the asso-
number of retired employees is not material at the Daimler ciated investment risk.
Truck AG.
As a general principle, it is Daimler Truck Business’ objec-
US pension plans and pension plan assets tive to design new pension plans as defined benefit plans
There are several defined benefit pension plans in the US based on capital components or on annual contributions, or
that cover retirement and disability benefits and promise a as defined contribution plans.
balance at retirement age or monthly benefits. Most plans
are contribution-based and the plan benefits depend on the
employee’s salary, years of credited service, or both. While
F-59
Composition of provisions for pensions
and similar obligations
At December 31,
2020 2019 2018
In millions of euros
F-60
Present value of defined benefit pension obligations
and fair value of plan assets
Funded status at December 31 -2,911 -2,242 -407 -262 -2,500 -1,696 -500 -304 -1,872 -1,170 -392 -310
Net defined benefit liability -2,911 -2,242 -407 -262 -2,500 -1,696 -500 -304 -1,872 -1,170 -392 -310
thereof recognized in other assets 4 - - 4 5 - - 5 5 - - 5
thereof recognized in provisions for
pensions and similar obligations -2,915 -2,242 -407 -266 -2,505 -1,696 -500 -309 -1,877 -1,170 -392 -315
F-61
Composition of plan assets
Equities 1,905 1,267 552 86 1,723 1,132 508 83 1,551 1,079 403 69
Government bonds 576 416 103 57 752 382 304 66 752 309 389 54
Corporate bonds 2,302 1,541 679 82 2,099 1,607 423 69 1,687 1,318 315 54
Securitized bonds 14 12 - 2 12 8 - 4 14 6 5 3
Bonds 2,892 1,969 782 141 2,863 1,997 727 139 2,453 1,633 709 111
Other exchange-traded instruments 2 1 - 1 - - - - 4 4 - -
Exchange-traded instruments 4,799 3,237 1,334 228 4,586 3,129 1,235 222 4,008 2,716 1,112 180
Alternative investments 161 24 136 1 155 21 134 - 147 26 120 1
Real estate 61 14 41 6 66 14 44 8 63 13 44 6
Other non-exchange-traded instruments 187 165 - 22 142 122 - 20 86 67 - 19
Cash and cash equivalents 436 382 43 11 344 293 43 8 453 404 42 7
Non-exchange-traded instruments 845 585 220 40 707 450 221 36 749 510 206 33
Fair value of plan assets 5,644 3,822 1,554 268 5,293 3,579 1,456 258 4,757 3,226 1,318 213
Pension cost
The components of pension cost included in the Combined
Statement of Income are shown in table D.55.
Pension cost
Current service cost -214 -155 -47 -12 -195 -135 -49 -11 -179 -128 -40 -11
Past service cost,
curtailments and settlements -1 - - -1 10 - 11 -1 1 - - 1
Net interest expense -49 -18 -25 -6 -53 -21 -24 -8 -34 -13 -16 -5
-264 -173 -72 -19 -238 -156 -62 -20 -212 -141 -56 -15
F-62
Measurement assumptions Other post-employment benefits
The measurement date for Daimler Truck Business’ defined Certain foreign legal entities and operations included in the
benefit pension obligations and plan assets is generally scope of combination of the Daimler Truck Business, mainly
December 31. The measurement date for Daimler Truck in the United States, provide their employees with post-
Business’ net periodic pension cost is generally January 1. employment health care benefits with defined entitlements,
The assumptions used to calculate the defined benefit obli- which have to be accounted for as defined benefit plans.
gations vary according to the economic conditions of the Since the plans are unfunded the balance sheet liability
countries in which the pension plans are situated. Starting equals the present value of the defined benefit obligations of
with December 31, 2018, calculation of the defined benefit €615 million (2019: €673 million, 2018: €586 million). The
obligations uses life expectancy for the German plans based net periodic cost is €36 million (2019: €42 million, 2018:
on the 2018 G Heubeck-mortality tables. The tables reflect €31 million).
the latest statistics of the statutory pension insurance sys-
tem and of the Federal Statistical Office. The effect resulting Risks in connection with commitments for other post-
from the change of the mortality tables amounts to €17 employment benefits (medical care) relate to rising
million at December 31, 2018 and is disclosed in the valua- healthcare costs and lower contributions to those costs from
tion losses from changes in demographic assumptions. the public sector. In addition, these plans are subject to the
Comparable country-specific calculation methods are used usual risks for defined benefit plans, in particular the risk of
for non-German plans. changes in discount rates.
Sensitivity analysis
An increase or decrease in the main actuarial assumptions
would affect the present value of the defined benefit pension
obligations as shown in table D.57.
F-63
Significant factors for the calculation of
pension benefit obligations
Discount rates 0.5 1.1 1.9 2.7 3.3 4.3 2.1 1.9 2.3
Expected increase in cost of living1 1.8 1.7 1.8 - - - - - -
1 For German plans, expected increases in cost of living may affect – depending on the design of the pension plan – the obligation to Daimler Truck
Business’ active employees as well as to retirees and their survivors. For most non-German plans, expected increases in cost of living do not have a
material impact on the amount of the obligation.
Sensitivity analysis for the present value of defined benefit pension obligations
0.25
Sensitivity for discount rates % -361 -275 -72 -14 -324 -232 -79 -13 -248 -181 -58 -9
-
0.25
Sensitivity for discount rates % 387 295 77 15 333 249 69 15 280 206 61 13
Sensitivity for expected increases 0.10
in cost of living % 10 10 - - 8 8 - - 12 12 - -
-
Sensitivity for expected increases 0.10
in cost of living % -10 -10 - - -8 -8 - - - - - -
+1
Sensitivity for life expectancy year 99 28 67 4 72 21 47 4 68 20 44 4
-1
Sensitivity for life expectancy year -97 -25 -68 -4 -87 -18 -65 -4 -54 -7 -46 -1
German plans 19 19 18
US plans 16 16 15
Other plans 12 12 11
F-64
26. Provisions for other risks Liability and litigation risks and regulatory proceedings
Provisions for liability and litigation risks and regulatory
The development of provisions for other risks is summa- proceedings comprise costs for various legal proceedings,
rized claims and governmental investigations, which can lead in
in table D.59. particular to payments of compensation, punitive damages
or other costly actions. The cash outflows in relation to non-
Product warranties current provisions are primarily expected within a period
Daimler Truck Business grants various types of product until 2024.
warranties, under which it generally guarantees the perfor-
mance of products delivered and services rendered for a Further information on liability and litigation risks and
certain period. The provision for these product warranties regulatory proceedings is provided in Note 33. Legal pro-
covers expected costs for legal and contractual warranty ceedings.
claims as well as expected costs for goodwill concessions
and recall campaigns. The utilization date of product war- Other
ranties depends on the incidence of the warranty claims and Provisions for other risks primarily comprise expected costs
can span the entire term of the product warranties. The cash for provisions for environmental protection, other taxes and
outflow for non-current product warranties are primarily charges related to income taxes. They also include provi-
expected within a period until 2024. sions for anticipated losses on contracts and various other
risks which cannot be allocated to any other class of provi-
Personnel and social costs sion.
Provisions for personnel and social costs primarily comprise
expected expenses of the Daimler Truck Business for em-
ployee anniversary bonuses, profit sharing arrangements
and management bonuses as well as early-retirement and
partial-retirement plans. The additions recorded to the
provisions for profit sharing and management bonuses in
the reporting year usually result in cash outflows in the
following year. The cash outflows for non-current provi-
sions for personnel and social costs are primarily expected
within a period until 2032.
F-65
27. Financing liabilities
The composition of financing liabilities is shown in table
D.60.
Financing liabilities
Notes/bonds 574 685 1,259 334 665 999 539 599 1,138
Commercial paper 82 - 82 105 - 105 11 - 11
Liabilities to financial
institutions1 2,334 1,324 3,658 2,612 2,984 5,596 3,000 2,824 5,824
Deposits in the direct
banking business 28 236 264 15 180 195 33 139 172
Liabilities from ABS
transactions 501 370 871 636 355 991 329 242 571
Lease liabilities1 177 1,163 1,340 193 1,355 1,548 18 183 201
Loans/liabilities from cash
pooling1 8,109 4,966 13,075 7,906 5,956 13,862 5,411 6,059 11,470
11,805 8,744 20,549 11,801 11,495 23,296 9,341 10,046 19,387
1 For further details on remaining Daimler Group amounts see Note 40. Related party disclosures.
Current
Liabilities to external financial institutions 575 539 597
Liabilities to remaining Daimler Group 4,918 6,009 4,783
28. Other financial liabilities which are not used in hedge accounting.
The composition of other financial liabilities is shown in The miscellaneous other financial liabilities include several
table financial obligations, such as dividend payments to third
D.62. parties or from investment transactions
Financial liabilities measured at fair value through profit or Further information on other financial liabilities is provided
loss relate exclusively to derivative financial instruments in Note 35. Financial instruments.
F-66
Other financial liabilities
Deferred income
F-67
30. Contract and refund liabilities
Table D.64 shows the composition of contract and refund
liabilities.
At December 31,
2020 2019 2018
In millions of euros
Obligations from
sales transactions 363 366 350
Other refund
liabilities 146 159 135
Refund liabilities 509 525 485
F-68
31. Other liabilities
Table D.65 shows the composition of other liabilities.
Other liabilities
F-69
pended for defense measures, which may have a material
Assets and liabilities acquired adverse effect on its operations and, financial condition. Due
to the joint and several liability with other truck manufac-
2020 2019 turers, such liability could extend beyond trucks sold by the
In millions of euros Daimler Truck Business and the Daimler Truck Business
may, as a result of this, have a claim for contribution against
Intangible assets 45 181 the other jointly liable parties.
Property, plant and equipment 57 1
Other assets 39 5
In relation to the cartel infringement described above, most
Trade liabilities 7 1
substantial claims (including certain types of class actions or
Provisions 6 - aggregator claims) are pending or have been initiated in
Deferred tax liabilities 12 17 Germany, the United Kingdom, the Netherlands, and Spain.
Other liabilities 17 - Claims are also pending in certain other European countries
and in Israel (in total in approx. 20 countries).
33. Legal proceedings
Daimler Truck Business is taking appropriate legal remedies
Legal entities and operations in scope of combination of the to defend itself.
Daimler Truck Business are or may potentially be confront-
ed with various legal proceedings, claims as well as govern- In accordance with IAS 37.92, no further information is
mental investigations and orders (legal proceedings) on a disclosed with respect to whether, or to what extent, provi-
large number of topics, including vehicle safety, emissions, sions have been recognized and/or contingent liabilities
fuel economy, financial services, dealer, supplier and other have been disclosed, so as not to prejudice Daimler Truck
contractual relationships, intellectual property rights (in- Business’ position.
cluding but not limited to patent infringement actions),
warranty claims, environmental matters, antitrust matters Accounting estimates and management judgments re-
(including actions for damages) as well as investor litiga- lating to all legal proceedings
tion. Product-related litigation involves claims alleging
faults in vehicles. Some of these claims are asserted by way The Daimler Truck Business recognizes provisions in con-
of class actions. If the outcome of such legal proceedings is nection with pending or threatened proceedings to the
detrimental to Daimler Truck Business or such legal pro- extent a loss is probable and can be reasonably estimated.
ceedings are settled, Daimler Truck Business may be re- Such provisions are recognized in Daimler Truck Business’
quired to pay substantial compensatory and punitive dam- Combined Financial Statements and are based on estimates.
ages or to undertake service actions, recall campaigns, mon- If quantifiable, contingent liabilities in connection with legal
etary penalties or other costly actions. Legal proceedings proceedings are disclosed in Daimler Truck Business’ Com-
and related settlements may have an impact on Daimler bined Financial Statements. Risks resulting from legal pro-
Truck Business’ reputation. ceedings sometimes cannot be assessed reliably or only to a
limited extent. Consequently, provisions recognized for
Antitrust law proceedings (including actions for damag- some legal proceedings may turn out to be insufficient once
es) such proceedings have ended. The Daimler Truck Business
may also become liable for payments in legal proceedings
Daimler AG, the current parent entity of the Daimler Truck for which no provisions were recognized and/or contingent
Business, was subject to an antitrust proceeding initiated by liabilities were disclosed. Uncertainty exists with regard to
the European Commission. In July 2016, the European the amounts or due dates of possible cash outflows. Alt-
Commission issued a settlement decision against Daimler hough the final result of any such proceedings could materi-
AG and four other European truck manufacturers for their ally affect Daimler Truck Business’ operating results and
participation in anticompetitive behavior in violation of cash flows for a particular reporting period, Daimler Truck
European antitrust rules as regards pricing and passing on Business believes that it should not exert a sustained influ-
the costs of compliance with stricter emission rules for ence on Daimler Truck Business’ financial position.
trucks. The European Commission found that Daimler AG
participated in the relevant arrangements from January 17,
1997 to January 18, 2011. The individual fine imposed on
Daimler AG by the European Commission’s settlement deci-
sion amounted to €1.09 billion and has been paid in full.
F-70
34. Contingent liabilities and other financial
obligations
Contingent liabilities
F-71
35. Financial instruments
Carrying amounts and fair values of financial instru-
ments
Financial assets
Receivables from financial services 15,269 15,466 18,679 18,878 16,390 16,369
Trade receivables 3,487 3,487 4,061 4,061 4,449 4,449
Cash and cash equivalents 1,663 1,663 1,094 1,094 548 548
Marketable debt securities and similar investments 5,841 5,841 4,729 4,729 2,912 2,912
Recognized at fair value through other comprehensive income 108 108 146 146 115 115
Recognized at fair value through profit or loss - - - - - -
Measured at cost 5,733 5,733 4,583 4,583 2,797 2,797
Other financial assets
Equity instruments and debt instruments 191 191 181 181 204 204
Recognized at fair value through other comprehensive income 96 96 104 104 95 95
Recognized at fair value through profit or loss 95 95 77 77 109 109
Other financial assets recognized at fair value through profit or
loss 28 28 12 12 14 14
Derivative financial instruments used in hedge accounting 197 197 76 76 150 150
Other receivables and miscellaneous other financial assets 787 787 1,116 1,116 685 685
27,463 27,660 29,948 30,147 25,352 25,331
Financial liabilities
Financing liabilities 19,209 19,246 21,748 21,765 19,387 19,181
Trade payables 3,043 3,043 3,058 3,058 3,851 3,851
Other financial liabilities
Financial liabilities recognized at fair value through profit or loss 2 2 6 6 8 8
Derivative financial instruments used in hedge accounting 57 57 105 105 53 53
Miscellaneous other financial liabilities 4,245 4,245 5,396 5,396 5,140 5,140
Contract and refund liabilities
Obligations from sales transactions 363 363 366 366 350 350
26,919 26,956 30,679 30,696 28,789 28,583
Receivables from financial services Discounting is based on the current interest rates at which
The fair values of receivables from financial services with similar loans with identical terms could have been obtained
variable interest rates are estimated to be equal to the re- at December 31, 2020, December 31, 2019 and December
spective carrying amounts, because the agreed upon inter- 31, 2018.
est rates and those available in the market do not signifi-
cantly differ. The fair values of receivables from financial Trade receivables and cash and cash equivalents
services with fixed interest rates are determined on the Due to the short terms of these financial instruments and
basis of discounted expected future cash flows. the fundamentally lower credit risk, it is assumed that their
fair values are equal to the carrying amounts.
F-72
Marketable debt securities and similar investments, Other financial receivables and other financial assets are
other financial assets carried at amortized cost. Because of the predominantly
Marketable debt securities are recognized at fair value short maturities and the fundamentally lower credit risk of
through other comprehensive income or at fair value these financial instruments, it is assumed that the fair values
through profit or loss. Similar investments (including cash approximate the carrying amounts.
pool receivables from remaining Daimler Group) are meas-
ured at amortized cost and are not included in the meas- Financing liabilities
urement hierarchy, as their carrying amounts are a reason- The fair values of loans, commercial paper, and liabilities
able approximation of fair value due to the short terms of from ABS transactions are calculated as present values of
these financial instruments and the fundamentally lower the estimated future cash flows (taking account of credit
credit risk. premiums and credit risks). Market interest rates for the
appropriate terms are used for discounting.
Equity Instruments are recognized at fair value through
other comprehensive income or at fair value through profit Trade payables
or loss. Due to the short maturities of these financial instruments, it
Equity instruments recognized through other comprehen- is assumed that their fair values are equal to the carrying
sive income are included in table D.70 and comprise amounts.
several investments not material on an individual basis.
Daimler Truck Business does not generally intend to sell its Contract and refund liabilities
equity instruments which are presented at December 31, Contract and refund liabilities include obligations from sales
2020. transactions that qualify as financial instruments. Obliga-
tions from sales transactions should generally be regarded
Marketable debt securities and equity instruments recog- as short term. Due to the short maturities of these financial
nized at fair value were measured using quoted market instruments, it is assumed that their fair values are equal to
prices at the end of the reporting period. If quoted market their carrying amounts.
prices are not available for these debt and equity instru-
ments, fair value measurement is based on inputs that are Other financial liabilities
either directly or indirectly observable in active markets. Financial liabilities recognized at fair value through profit or
Fair values are calculated using recognized financial valua- loss comprise derivative financial instruments not used in
tion models such as discounted cash flow models or multi- hedge accounting. For information regarding these financial
ples. instruments as well as derivative financial instruments used
in hedge accounting, see the notes above under marketable
Other financial assets recognized at fair value through profit debt securities and similar investments, other financial
or loss include derivative financial instruments not used in assets.
hedge accounting. These financial instruments as well as
derivative financial instruments used in hedge accounting Miscellaneous other financial liabilities are carried at amor-
comprise: tized cost. Because of the predominantly short maturities of
these financial instruments, it is assumed that the fair values
− Derivative currency hedging contracts; the fair values of approximate the carrying amounts.
cross currency interest rate swaps are determined on the
basis of the discounted estimated future cash flows (tak- Measurement hierarchy
ing account of credit premiums and default risks) using Table D.71 provides an overview of the classification into
market interest rates appropriate to the remaining terms measurement hierarchies of financial assets and liabilities
of the financial instruments. The valuation of currency recognized at fair value (according to IFRS 13).
forwards is based on market quotes of forward curves;
currency options are measured with option-pricing mod- At the end of each reporting period, Daimler Truck Business
els using market data. reviews the necessity of reclassification between the meas-
urement hierarchies.
− Derivative interest rate hedging contracts; the fair values
of interest rate hedging instruments (e.g. interest rate For the determination of the credit risk from derivative
swaps) are calculated on the basis of the discounted esti- financial instruments which are allocated to Level 2 meas-
mated future cash flows (taking account of credit premi- urement hierarchy, portfolios managed on basis of net expo-
ums and default risks) using market interest rates appro- sure are applied. Table D.72 shows into which measure-
priate to the remaining terms of the financial instruments. ment hierarchies (according to IFRS 13) the fair values of
the financial assets and liabilities are classified which are
− Derivative commodity hedging contracts; the fair values not recognized at fair value in the Combined Statement of
of commodity hedging contracts (e.g. commodity for- Financial Position.
wards) are determined on the basis of current reference
prices with consideration of forward premiums and dis-
counts and default risks.
F-73
Measurement hierarchy of financial assets and liabilities
recognized at fair value
Fair values of
financial assets
measured at cost
Receivables from
financial services 15,466 - 15,466 - 18,878 - 18,878 - 16,369 - 16,369 -
Fair values of
financial liabilities
measured at cost
Financing liabilities 19,246 - 19,246 - 21,765 - 21,765 - 19,181 - 19,181 -
thereof bonds 1,275 - 1,275 - 1,002 - 1,002 - 1,135 - 1,135 -
thereof liabilities from
ABS transactions 883 - 883 - 999 - 999 - 569 - 569 -
thereof other
financing liabilities 17,088 - 17,088 - 19,764 - 19,764 - 17,477 - 17,477 -
Miscellaneous other
financial liabilities 4,245 - 4,164 81 5,396 - 5,307 89 5,140 - 5,140 -
1 Fair value measurement is based on quoted prices (unadjusted) in active markets for these or identical assets or liabilities.
2 Fair value measurement is based on inputs that are observable on active markets either directly (i.e., as prices) or indirectly (i.e., derived from
prices).
3 Fair value measurement is based on inputs for which no observable market data is available.
F-74
Measurement categories The table D.73 does not include the carrying amounts of
derivative financial instruments used in hedge accounting as
The carrying amounts of financial instruments according to these financial instruments are not assigned to a measure-
measurement categories are shown in table D.73. ment category.
F-75
Total interest income and total interest expense Information on derivative financial instruments
Total interest income and total interest expense for financial Use of derivatives
assets or financial liabilities that are not recognized at fair The Daimler Truck Business uses derivative financial in-
value through profit or loss are shown in table D.75. struments exclusively for hedging financial risks that arise
from its operating or financing activities or from its liquidity
See Note 3. Significant accounting policies for qualitative management. These are mainly interest rate risks, currency
descriptions of accounting for and presentation of financial risks and commodity price risks, which have been defined as
instruments (including derivative financial instruments). risk categories. For these hedging purposes, Daimler AG on
behalf of Daimler Truck Business mainly uses currency
forward transactions, cross currency interest rate swaps,
Total interest income and total interest interest rate swaps, options and commodity forwards.
expense
Table D.76 shows the amounts for the transactions desig-
2020 2019 2018 nated as hedging instruments.
In millions of euros
F-76
Amounts for the transactions designated as hedging instruments
Foreign
currency Commodity
risk Interest rate risk risk
F-77
ing currency risks, interest rate risks and commodity price
Ineffectiveness of fair value risks.
hedges
The amounts related to items designated as cash flow hedg-
Interest rate risk es are shown in table D.79.
2020 2019 2018
In millions of euros
The gains and losses on items designated as cash flow hedg-
Cost of sales - - - es as well as the amounts relating to hedge ineffectiveness
Interest expense - 1 - are included in table D.80.
F-78
Gains and losses on cash flow hedges
Commodity
Foreign currency risk Interest rate risk risk
In millions of euros
Other
Line item in the financial
Statement of Income income/
in which the ineffectiveness and the Cost of expense, Cost of Interest Cost of
reclassifications are included Revenues sales net sales expense sales
2020
Gains and losses recognized in other
comprehensive income 55 44 - -2 5 -2
Hedge ineffectiveness recognized in the
Statement of Income 5 3 - - - -1
2019
Gains and losses recognized in other
comprehensive income -103 -45 - -1 -18 18
Hedge ineffectiveness recognized in the
Statement of Income -3 -3 - - - -
2018
Gains and losses recognized in other
comprehensive income -108 -4 - - -6 -11
Hedge ineffectiveness recognized in the
Statement of Income -2 - - - - -1
F-79
Table D.81 shows the reconciliation of the reserves for The reserves for derivative instruments include reserves for
derivative instruments. hedge costs of an insignificant amount.
F-80
Nominal amounts of derivative financial instruments
Foreign currency
risk 1,433 658 - 2,091 2,378 1,207 - 3,585 2,276 746 - 3,022
Interest rate risk 841 780 - 1,621 1,237 991 - 2,228 - 1,366 294 1,660
Fair value hed-
ges 312 177 - 489 909 383 - 1,292 - 652 76 728
thereof major derivative financial instruments
affected by the reform of the interest rate bench-
mark
in the cur-
rency USD 383 122 - 505 472 312 - 784 - - - -
At December 31,
2020 2019 2018
36. Management of financial risks not have its own treasury functions for this purpose during
the periods presented. The guidelines and processes were
Introduction therefore compiled and processed by Daimler AG on behalf
of Daimler Truck Business.
Daimler Truck Business was previously not independent as
a legal subgroup. The risk management and treasury pro- As Daimler Group has been applying a centralized Treasury
cesses were previously performed centrally by group risk function within Daimler AG, its divisions (including the
management and group treasury of Daimler Group on behalf Daimler Truck Business) have been highly dependent on
of the Daimler Truck Business. Daimler Truck Business did
F-81
such Treasury functions within Daimler Group or funding, financial risks that arise from its business operations or
liquidity and market-price risk management. refinancing activities or liquidity management. Without
these derivative financial instruments, Daimler Truck Busi-
As a result, the majority of financial transactions of Daimler ness would be exposed to higher financial risks. Additional
Truck Business relates to the counterparty Daimler AG or information on financial instruments and especially on the
the Daimler Group’s financing companies worldwide. volumes of the derivative financial instruments used is
included in Note 35. Financial instruments. Daimler Truck
From a stand-alone perspective of the Daimler Truck Busi- Business regularly evaluates its financial risks with due
ness, this reflects a concentration risk for the entire treasury consideration of changes in key economic indicators and up-
function. to-date market information for Daimler Truck Business.
Whenever the term “Daimler Group (including Daimler The market sensitive instruments, including equity and debt
Truck Business)” is used in this note to the combined finan- securities, that the plan assets hold to finance pension and
cial statements, please be aware that the risk management other post-employment healthcare benefits, are not includ-
and/or treasury function is primarily represented and ser- ed in the following quantitative and qualitative analysis. See
viced by Daimler AG itself, its regional treasury centers or Note 25. Pensions and similar obligations for additional
its few group companies with treasury functions, all acting information on Daimler Truck Business’ pension and other
on behalf of Daimler Truck AG, Daimler Truck Business or post-employment benefits.
the spin-off Group. Furthermore, and due to the nature of
the spin-off, all forward looking statements beyond the spin- Credit risk
off date just reflect circumstances applicable for the remain-
ing businesses of Daimler Group excluding the spin-off Credit risk is the risk of economic loss arising from a coun-
Group. terparty’s failure to repay or service debt in accordance with
the contractual terms. Credit risk encompasses both the
General information on financial risks direct risk of default and the risk of a deterioration of cre-
ditworthiness as well as concentration risks.
As a result of its businesses and the global nature of its
operations, Daimler Truck Business is exposed in particular The maximum risk positions of financial assets which are
to market risks from changes in foreign currency exchange generally subject to credit risk are equal to their carrying
rates and interest rates, while commodity price risks arise amounts at the balance sheet date (without consideration of
from procurement. An equity price risk results from invest- collateral, if available). There is also a risk of default from
ments in listed companies. In addition, Daimler Truck Busi- irrevocable loan commitments which had not been utilized
ness is exposed to credit risks from its leasing and financing as of that date, as well as from financial guarantees. The
activities and from its business operations (trade receiva- maximum risk position in these cases is equal to the ex-
bles). Furthermore, the Daimler Truck Business is exposed pected future cash outflows. Table D.84 shows the maxi-
to liquidity and country risks relating to its credit and mar- mum risk positions at the balance sheet date.
ket risks or a deterioration of its business operations or
financial market disturbances. If these financial risks mate- Liquid assets
rialize, they could adversely affect Daimler Truck Business’ Liquid assets consist of cash and cash equivalents and mar-
profitability, liquidity and capital resources and financial ketable debt securities and similar investments. With the
position. investment of liquid assets, banks and issuers of securities
are selected very carefully and diversified in accordance
Daimler Group has established internal guidelines for risk with a limit system. In connection with investment deci-
controlling procedures and for the use of financial instru- sions, priority is placed on the borrower’s very high credit-
ments, including a clear segregation of duties with regard to worthiness and on balanced risk diversification. The limits
financial activities, settlement, accounting and the related and their utilizations are reassessed continuously. In this
controlling that were also applied for the Daimler Truck assessment, Daimler Group also considers the credit risk
Business. The guidelines upon, which Daimler Group’s (in- assessment of its counterparties by the capital markets for
cluding Daimler Truck Business’) risk management process- the Daimler Truck Business. In line with Daimler Group’s
es for financial risks are based on, are designed to identify (including Daimler Truck Business’) risk policy, most liquid
and analyze these risks throughout Daimler Group (includ- assets are held in investments with an external rating of “A”
ing Daimler Truck Business), to set appropriate risk limits or better. Liquid assets are thus not subject to a material
and controls and to monitor the risks by means of reliable credit risk and are allocated to stage 1 of the impairment
and up-to-date administrative and information systems. The model, which is based on expected credit risk.
guidelines and systems are regularly reviewed and adjusted
to changes in markets and products. These guidelines are
also applicable for Daimler Truck Business. The processes Receivables from financial services
and tasks were carried out by the parent company (Daimler Daimler Truck Business’ financing and leasing activities are
AG for Daimler Truck Business). primarily focused on supporting the sales of the Daimler
Truck Business’ automotive products. As a consequence of
The Daimler Group manages and monitors these risks pri- these activities, the Daimler Truck Business is exposed to
marily through its operating and financing activities and, if credit risk, which is monitored and managed based on de-
required, through the use of derivative financial instruments fined standards, guidelines and procedures. On behalf of
for the Daimler Truck Business. Daimler Truck Business Daimler Truck Business, Daimler Group manages its credit
uses derivative financial instruments exclusively for hedging risk irrespective of whether it is related to a financing con-
F-82
tract or to an operating lease or a finance lease contract. For
this reason, statements concerning the credit risk of Finan- Maximum risk positions of financial assets,
cial Services refer to the entire financing and leasing busi- irrevocable loan commitments and financial guarantees
ness, unless otherwise specified. Maximum Maximum Maximum
risk risk risk
position position position
Exposure to credit risk from financing and lease activities is Note 2020 2019 2018
monitored based on the portfolio subject to credit risk. The In millions of
portfolio subject to credit risk consists of wholesale and euros
retail receivables from financial services and the portion of
Liquid assets 7,504 5,823 3,460
the operating lease portfolio that is subject to credit risk.
Receivables from
Receivables from financial services comprise claims arising financial services 16 15,269 18,679 16,390
from finance lease contracts and repayment claims from Trade
financing loans. The operating lease portfolio is reported receivables 21 3,487 4,061 4,449
under equipment on operating leases in the Daimler Truck Derivative finan-
cial instruments
Business’ Combined Financial Statements. Overdue lease used in hedge
payments from operating lease contracts are recognized in accounting
receivables from financial services. (assets only) 18 197 76 150
Derivative finan-
cial instruments
Daimler Group has guidelines setting the framework for not used in hedge
effective risk management at a global as well as a local level accounting
for the Financial Services segment. In particular, these rules (assets only) 18 28 12 14
Other receivables
deal with minimum requirements for all risk-relevant credit and financial
processes, the definition of financing products offered, the assets 18 787 1,116 685
evaluation of customer quality, requests for collateral and Irrevocable loan
the treatment of unsecured loans and non-performing commitments 148 105 94
claims. The limitation of concentration risks is implemented Financial
guarantees 287 333 276
primarily by means of global limits, which refer to single
customer exposures. As of December 31, 2020, exposure to
the biggest 15 customers did not exceed 18.09% of the total
If, in connection with contracts, a deterioration of payment
portfolio (2019: 16.97%, 2018: 17.5%).
behavior or other causes of a credit risk are recognized,
collection procedures are initiated by claims management to
With respect to its financing and lease activities, the Daimler
obtain the overdue payments of the customer, to take pos-
Truck Business holds collateral for customer transactions
session of the asset financed or leased or, alternatively, to
limiting actual credit risk through its fair value. The value of
renegotiate the impaired contract. Restructuring policies
collateral generally depends on the amount of the financed
and practices are based on the indicators or criteria which,
assets. The financed vehicles usually serve as collateral.
in the judgment of local management, indicate that repay-
Furthermore, Financial Services limits credit risk from fi-
ment will probably continue and that the total proceeds
nancing and lease activities, for example through advance
expected to be derived from the renegotiated contract ex-
payments from customers.
ceed the expected proceeds to be derived from repossession
and remarketing. In 2020, because of the covid-19 pandem-
For the assessment of the default risk of retail and small
ic, there were modifications in some markets of financial
business customers, scoring systems are applied to evaluate
assets for financial receivables in particular in the context of
their creditworthiness. Corporate customers are evaluated
relief programs offered by governments and by Financial
using internal rating instruments. Both evaluation processes
Services. The design of these programs, however, led to the
use external credit bureau data if available. The scoring and
modification being assessed as not significant.
rating results as well as the availability of security and other
risk mitigation instruments, such as advance payments,
At the beginning of the covid-19 pandemic, a crisis guideline
guarantees and, to a lower extent, residual debt insurances,
was issued very promptly, specifying how customers can be
are essential elements for credit decisions.
supported as flexible as possible, but still risk management
oriented, with extensions of payment terms. Credit risk
development was discussed at all meetings of the crisis task
force at Financial Services since the beginning of the crisis.
For the Daimler Truck Business these risk management
processes were performed by Daimler AG. Furthermore, a
collection task force of Daimler AG managed the best possi-
ble preparation of debt collection activities.
F-83
For information on credit risks included in receivables from tive financial instruments. In accordance with Daimler
financial services, see Note 16. Receivables from financial Group’s (including Daimler Truck Business’) risk policy,
services. Information on the measurement of expected cred- most derivatives are contracted with counterparties which
it losses is provided in Note 3. Significant accounting poli- have an external rating of “A” or better.
cies.
Other receivables and financial assets
Trade receivables With respect to other receivables and financial assets in-
Trade receivables are mostly receivables from worldwide cluded in other financial assets in 2020, 2019 and 2018,
sales of vehicles and spare parts. The credit risk from trade Daimler Truck Business is exposed to credit risk only to a
receivables encompasses the default risk of customers, e.g., small extent.
dealers and general distribution companies, as well as other
corporate and private customers. In order to identify credit Irrevocable loan commitments
risks, Daimler Group on behalf of the Daimler Truck Busi- The Financial Services segment in particular is exposed to
ness assesses the creditworthiness of customers. Daimler credit risk from irrevocable loan commitments to end cus-
Group for the Daimler Truck Business manages its credit tomers and retailers. At December 31, 2020, irrevocable
risk from trade receivables using appropriate IT applica- loan commitments amounted to €148 million (2019: €105
tions and databases on the basis of internal guidelines which million, 2018: €94 million). These loan commitments had a
have to be followed globally. maturity of less than one year and are not subject to a mate-
rial credit risk.
A significant proportion of the trade receivables from each
country’s domestic business is secured by various country- Financial guarantees
specific types of collateral. This collateral includes condi-
tional sales, guarantees and sureties, as well as mortgages The maximum potential obligations resulting from financial
and advance payments from customers. guarantees amount to €287 million at December 31, 2020
(2019: €333 million, 2018: €276 million) and include liabili-
For trade receivables from the export business, Daimler ties recognized at December 31, 2020 in the amount of
Group on behalf of the Daimler Truck Business also evalu- €48 million (2019: €31 million, 2018: €40 million). Finan-
ates its customers’ creditworthiness by means of an internal cial guarantees principally represent contractual arrange-
rating process with consideration of the respective country ments. These guarantees generally provide that in the event
risk. In this context, the year-end financial statements and of default or non-payment by the primary debtor, Daimler
other relevant information on the general distribution com- Truck Business will be required to settle such financial
panies, such as payment history, are used and assessed. obligations generally up to a contractually agreed amount.
F-84
At December 31, 2020, cash and cash equivalents as well as In general, Daimler Truck Business makes use of a broad
cash pool receivables amounted to €7,397 million (2019: spectrum of financial instruments to cover its funding re-
€5,663 million, 2018: €3,345 million). In 2020, significant quirements. Depending on funding requirements and mar-
cash inflows resulted from the operations of the industrial ket conditions, Daimler Truck Business issues commercial
business. Cash outflows resulted in particular from invest- paper, debt obligations and financial instruments secured by
ments in intangible assets and property, plant and equip- receivables in various currencies. Potential downgrades of
ment and income taxes paid. At Financial Services, net cash Daimler Group’s (including Daimler Truck Business) credit
inflows of the leasing and sales-financing activities mainly ratings could have a negative impact on Daimler Truck
resulted from the portfolio reduction in the context of the Business’ financing. At the beginning of April 2020, a credit
corona crisis. There were also effects from cash inflows and line in the amount of €12 billion was agreed by Daimler AG
outflows in connection with the cash flow from financing upon with an international consortium of banks. After capi-
activities. tal-market transactions were carried out which led to a
reduction of this credit line, the available amount for Daim-
From an operating point of view, the management of Daim- ler AG as of December 31, 2020 is €8.8 billion. As of Decem-
ler’s (Daimler AG for Daimler Truck Business) liquidity ber 31, 2020, both credit lines for Daimler AG had not been
exposures is centralized by a daily cash pooling process. utilized.
This process enables Daimler Truck Business to manage its
liquidity surplus and liquidity requirements according to the Table D.85 provides an overview of how the future liquid-
actual needs of the Daimler Truck Business. The Daimler ity situation of the Daimler Truck Business can be affected
Truck Business’ short-term and mid-term liquidity man- by the cash flows from liabilities, financial guarantees and
agement takes into account the maturities of financial assets irrevocable loan commitments as of December 31, 2020.
and financial liabilities and estimates of cash flows from
business operations. Information on the Daimler Truck Business’ financing liabili-
ties is also provided in Note 27. Financing liabilities.
F-85
Country risk of interest rate risk hedging relationships affected by the
benchmark reform is based on the currency USD.
Country risk is the risk of economic loss arising from chang-
es of political, economic, legal or social conditions in the Daimler Truck Business expects the conversion of reference
respective country, e.g., resulting from sovereign measures rates of hedging instruments and their underlying transac-
such as expropriation or interdiction of foreign currency tions to be identical and without material delay in time.
transfers. Daimler Truck Business continues to consider the economic
relationship and thus the continuation of hedge accounting
Daimler Truck Business is exposed to country risk mainly to be still existing as of December 31, 2020.
resulting from investments in subsidiaries, associated com-
panies, joint ventures and joint operations as well as from The nominal values of the affected derivative financial in-
cross-border trade receivables. Country risks also arise from struments can be found in table D.82.
cross-border cash deposits at financial institutions.
The effect of the application of the new interest rates on the
Daimler Group (including Daimler Truck Business) manages Combined Financial Statements is currently being reviewed.
these risks via country exposure limits (e.g., for hard cur- In order to conduct financial transactions based on the new
rency portfolios of financial services entities). An internal indices, Daimler Truck Business is preparing its IT-systems
rating system serves as a basis for risk-oriented country accordingly. Uncertainty still exists about future market
exposure management; it assigns all countries to risk clas- standards with interest conventions for individual financial
ses, with consideration of capital market indications of products (cash products and also interest derivatives) that
country risks. reference the new risk-free rates.
Financial market risks As part of its risk management system, Daimler Truck Busi-
ness employs value-at-risk analyses. In performing these
The global nature of its businesses exposes Daimler Truck analyses, Daimler quantifies its market risk due to changes
Business to significant market risks resulting from fluctua- in foreign currency exchange rates and interest rates and
tions in foreign currency exchange rates, interest rates and certain commodity prices on a regular basis by predicting
commodity prices. The Daimler Truck Business is also ex- the potential loss over a target time horizon (holding peri-
posed to equity price risk in connection with its investments od) and confidence level. For interest rates risks a sensitivi-
in listed companies. ty analysis is applied.
Daimler Group on behalf of Daimler Truck Business manag- The value-at-risk calculations employed:
es market risks to minimize the impact of fluctuations in
foreign exchange rates, interest rates and commodity prices − Express potential losses in fair values, and
on the earnings of Daimler Truck Business and its segments. − Assume a 99% confidence level and a holding period of
The Daimler Truck Business calculates its overall net- five days.
exposure to these market risks to provide the basis for
hedging decisions, which include the selection of hedging At Daimler Truck Business level, Daimler Truck Business
instruments and the determination of hedging volumes and calculates the value at risk for exchange rate according to
the corresponding periods. The hedging strategy is specified the variance-covariance approach. The value-at-risk calcula-
at Daimler Truck Business level and uniformly implemented tion method for commodity hedging instruments is based on
in the segments. Decisions regarding the management of a Monte Carlo simulation.
market risks from foreign exchange rates and commodities,
as well as asset-/liability management (interest rates), are When calculating value at risk using the variance-covariance
regularly made by the relevant Daimler Group risk man- approach, Daimler Truck Business first computes the cur-
agement committees which also include representatives of rent market value of Daimler Truck Business’ financial in-
the Daimler Truck Business. Net-exposures are the basis for struments portfolio. Then the sensitivity of the portfolio
the hedging strategies and are updated regularly. value to changes in the relevant market risk factors, such as
particular foreign currency exchange rates of specific matur-
Certain existing benchmark interest rates including those of ities, is quantified. Based on volatilities and correlations of
the London Interbank Offer Rate (for USD, GBP, CHF and these market risk factors, which are obtained from the
JPY) will be comprehensively and internationally reformed RiskMetrics™ dataset, a statistical distribution of potential
by the end of 2021. As a result, those interest rates will be changes in the portfolio value at the end of the holding peri-
gradually abolished and replaced with alternative risk-free od is computed. The loss which is reached or exceeded with
reference rates. Alternative interest rates are being devel- a probability of only 1% can be derived from this calculation
oped on a national level in the context of the respective legal and represents the value at risk.
systems and currencies; they can therefore vary with regard
to their structure, methodology and period of publication.
F-86
The Monte Carlo simulation uses random numbers to gen- tions are reviewed with respect to any requirements to
erate possible changes in market risk factors consistent with discontinue hedge accounting.
current market volatilities. The changes in market risk fac-
tors allow the calculation of a possible change in the portfo- The Daimler Truck AG targeted hedge ratios for forecasted
lio value over the holding period. Running multiple itera- operating cash flows in foreign currency are indicated by a
tions of this simulation leads to a distribution of portfolio reference model. On the one hand, the hedging horizon is
value changes. The value at risk can be determined based on naturally limited by uncertainty related to cash flows that lie
this distribution as the portfolio value loss which is reached far in the future; on the other hand, it may also be limited by
or exceeded with a probability of 1%. the fact that appropriate currency contracts are not availa-
ble. This reference model aims to limit risks for Daimler
Exchange rate risk Group (incl. Daimler Truck Business) from unfavorable
Transaction risk and currency risk management. The global movements in exchange rates while preserving some flexi-
nature of Daimler Truck Business’ businesses exposes cash bility to participate in favorable developments. Based on
flows to risks arising from fluctuations in exchange rates. this reference model and depending on the market outlook,
These risks primarily relate to fluctuations between the the committee determines the hedging horizon, which usu-
Euro, the US dollar and the British pound and other curren- ally varies from one to five years, as well as the average
cies such as currencies of growth markets. In the Daimler hedge ratios. Reflecting the character of the underlying
Truck Business, the Daimler Truck Business’ exchange rate risks, the hedge ratios decrease with increasing maturities.
risk primarily arises when revenue is generated in a curren- At year-end 2020, foreign exchange management showed an
cy that is different from the currency in which the costs of unhedged position in the automotive business in calendar
revenue are incurred, it may be inadequate to cover the year 2021 for the underlying forecasted cash flows in US
costs if the value of the currency in which the revenue is dollars of 39% and for the underlying forecasted cash flows
generated declined in the interim relative to the value of the in British pounds of 48%.
currency in which the costs were incurred.
To cover foreign currency exposure risks of the vehicle
This risk exposure primarily affects Daimler Truck Business business operations forward foreign exchange contracts and
is also exposed to transaction risks, but only to a minor currency options are primarily used. Daimler Group’s (in-
degree because of its global production network and the cluding Daimler Truck Business’) guidelines call for a mix-
overall lower foreign currency volume. In addition, the ture of these instruments depending on the assessment of
Daimler Truck Business is indirectly exposed to transaction market conditions. Value at risk is used to measure the
risk from its equity-method investments. exchange rate risk inherent in these derivative financial
instruments.
Daimler Group’s (including Daimler Truck Business’) overall
currency exposure is reduced by natural hedging, which Table D.86 shows the value at risk at period-end of the
consists of the currency exposures of the business opera- exchange rate risk for the 2020, 2019 and 2018 portfolios of
tions of different entities and segments partially offsetting derivative financial instruments, which were entered into
each other at Daimler Group level. These natural hedges primarily in connection with the vehicle business opera-
eliminate the need for hedging to the extent of the matched tions. Average exposure has been computed on an end-of-
exposures. To provide an additional natural hedge against quarter basis. The offsetting transactions underlying the
any remaining transaction risk exposure, Daimler Truck derivative financial instruments are not included in the
Business generally strives to increase cash outflows in the following value-at-risk presentation, since they primarily
same currencies in which Daimler Truck Business has a net comprise forecasted cash flows. See also table D.80.
excess inflow.
Hedge accounting. When designating derivative financial
In order to mitigate the impact of currency exchange rate instruments, a hedge ratio of 1 is applied. In addition, the
fluctuations for the business operations (future transac- respective volume, interest curves and currency of the
tions), the Daimler Truck Business continually assesses its hedge and the underlying transaction as well as maturity
exposure to exchange rate risks and hedges a portion of dates are matched. The Daimler AG on behalf of Daimler
those risks by using derivative financial instruments. A Truck Business ensures an economic relationship between
Daimler AG’s committee manages Daimler Truck Business’ the underlying transaction and the hedging transaction by
exchange rate risk and its hedging transactions through ensuring consistency of currency, volume and maturity.
currency derivatives. The committee consists of representa- Option premiums and – since mid-2020 for newly designat-
tives of the relevant segments and central functions. The ed hedge relationship – also forward components are not
Corporate Treasury department aggregates foreign curren- designated into the hedge relationship, but the hedging
cy exposures from Daimler Truck Business and implements costs are deferred in other comprehensive income and
the committee’s decisions concerning foreign currency recognized in profit or loss at the due date of the underlying
hedging through transactions with international financial transaction or recognized as adjustment of acquisition cost
institutions. For reporting purposes and accounting for of non-financial assets. The effectiveness of the hedge is
hedge relationships, those hedges are allocated to Daimler assessed at the beginning and during the economic relation-
Truck Business. Suitable measures are generally taken ship. Possible sources of ineffectiveness of the hedge rela-
without delay to eliminate any over-hedging at Daimler tionship are:
Truck Business level regarding hedging transactions caused
by changes in exposure. In the case of over hedges at the
level of Daimler Truck Business, designated hedging rela-
F-87
− Effects of the credit risk on the fair value of the used de- Effects of currency translation risk. For purposes of Daimler
rivative instrument which are not reflected in the change Truck Business’ Combined Financial Statements, the income
of the hedged currency risk. and expenses and the assets and liabilities of subsidiaries
located outside the euro zone are converted into euros.
− Changes in the timing of the hedged transactions. Therefore, period-to-period changes in average exchange
rates may cause translation effects that have a significant
In the context of focusing on the divisional perspective, the impact on, for example, revenue, segment results (EBIT) and
designation of hedge relationships for foreign currency risk assets and liabilities of Daimler Truck Business. Unlike ex-
existing from the Daimler Truck Business perspective from change rate transaction risk, exchange rate translation risk
expected future cash flows from business operations, pri- does not necessarily affect future cash flows. The Daimler
marily from vehicle sales, have been assigned to Daimler Truck Business’ equity position reflects changes in book
Truck Business starting with 2019. Accordingly, the docu- values caused by exchange rates. In general, Daimler Truck
mentation required under IFRS with regard to this further Business does not hedge against exchange rate translation
differentiation of expected cash flows (i.e. the risk manage- risk.
ment objectives) has been revised for a large proportion of
the already designated hedge relationships for foreign cur- Interest rate risk
rency risk, although there has been no change in the overall Interest rate risk is the risk that the fair value or future cash
Daimler Group (including Daimler Truck Business) risk flows of a financial instrument will fluctuate because of
management strategy for foreign currency risk. Pursuant to changes in market interest rates. Daimler Group (including
the described methods applied in preparation of the finan- Daimler Truck Business) uses a variety of interest rate sen-
cial statements, this results in the formal discontinuation sitive financial instruments to manage the liquidity needs of
and immediate redesignation of existing hedge relationships Daimler Truck Business. A substantial volume of interest
according to the revised differentiation. Further information rate sensitive assets and liabilities results from the leasing
can be found in table D.86. There were no material effects and sales financing business operated by the Financial Ser-
on earnings in 2020 and 2019. Nominal amounts of the vices segment. The Financial Services companies enter into
sensitivity analysis for interest rates can be found in table transactions with customers that primarily result in fixed-
D.87. rate receivables. Daimler AG general policy is to match fund-
ing in terms of maturities and interest rates wherever eco-
nomically feasible. However, for a limited portion of the
Value at risk for exchange rate risk, and receivables portfolio in selected and developed markets,
commodity price risk Financial Services does not match funding in terms of ma-
2020 2019 2018 turities in order to take advantage of market opportunities.
Period-end Period-end Period-end As a result, the Daimler AG on behalf of Daimler Truck Busi-
In millions of euros
ness is exposed to risks due to changes in interest rates.
Exchange rate risk
(from derivative financial The measurement of the interest rate risk of the Daimler
instruments) 28 38 28 Truck Business has been carried out through a sensitivity
Commodity price risk analysis that shows the effects on the income statement and
(from derivative financial
instruments) 2 3 3
net equity which would be encountered during the year
2020 in the case of a hypothetical change in market interest
In 2020, the development of the value at risk from foreign rates.
currency hedging was mainly driven by a sharp increase in
foreign currency rate volatilities in the first quarter and The following table D.87 shows the nominal amounts of
subsequently by a gradual decrease. the fixed-rate-instruments and the variable-rate-
instruments exposed to interest rate risk and considered for
Daimler AG on behalf of Daimler Truck Business’ invest- the sensitivity analysis. A possible change of +100 basis
ments in liquid assets or refinancing activities are generally points/-50 basis points in interest rates at the reporting
selected so that possible currency risks are minimized. date would have increased/decreased equity and profit or
Transaction risks arising from liquid assets or payables in loss by the amounts shown in table D.88. This analysis
foreign currencies that result from the Daimler Truck Busi- assumes that all other variables, in particular foreign cur-
ness’ investment or refinancing on money and capital mar- rency exchange rates remain constant.
kets are generally hedged against currency risks at the time
of investing or refinancing in accordance with Daimler
Group’s (including Daimler Truck Business’) internal guide-
lines. The Daimler Truck Business uses appropriate deriva-
tive financial instruments (e.g. cross-currency interest rate
swaps) to hedge against currency risk.
F-88
Effects of interest rate swaps -794 -357 -390
-1,004 -1,001 6,602
Nominal Amounts
2020 2019 2018
Variable-rate instruments
Financial assets 3,205 4,622 4,973
Fixed-rate instruments Financial liabilities -4,486 -4,869 -5,316
Financial assets 14,509 16,236 21,080 -1,282 -246 -343
Financial liabilities -14,720 -16,880 -14,088 Effects of interest rate swaps 794 357 390
-211 -644 6,991 -488 111 47
An asset/liability committee at Daimler Group level, consist- Table D.88 shows interest rate sensitivities for the 2020,
ing of members of the Financial Services Controlling, Group 2019 and 2018 portfolios of interest rate sensitive financial
Accounting, Group Controlling and Group Treasury, manag- instruments and derivative financial instruments of Daimler
es the interest rate risk by setting targets for the interest Truck Business, including the financial instruments of the
rate risk position. Since the separation of the Industrial leasing and sales financing business. Lease liabilities are not
Businesses’ financial statements for Passenger Cars & Vans included in the sensitivity analysis. These leasing liabilities
and Daimler Trucks & Buses at year-end 2019, Group Ac- have a fixed interest rate and changes in interest rates
counting and Group Controlling have been replaced by rep- therefore have no effect on Daimler Truck Business’ net
resentatives of the two industrial divisions’ controlling profit.
departments, one of them Con-trolling Daimler Truck AG.
The Treasury Risk Management department and the local Hedge accounting. When designating derivative financial
Daimler companies are jointly responsible for achieving instruments, a hedge ratio of 1 is generally applied. The
these targets. As separate functions, the Group’s Treasury respective volumes, interest curves and currencies of the
Controlling and the Financial Services Controlling & Report- hedged item and the hedging instrument as well as maturity
ing department monitor target achievement on a monthly dates are matched. In the case of combined derivative finan-
basis. In order to achieve the targeted interest rate risk cial instruments for interest currency hedges, the cross-
positions in terms of maturities and interest rate fixing currency basis spread is not designated into the hedge rela-
periods, Daimler Group (including Daimler Truck Business) tionship, but deferred as a hedging cost in other compre-
also uses derivative financial instruments such as interest hensive income and recognized in profit or loss over the
rate swaps. Daimler Group (including Daimler Truck Busi- hedge term. Daimler Group (including Daimler Truck Busi-
ness) assesses its interest rate risk position by comparing ness) ensures an economic relationship between the under-
assets and liabilities for corresponding maturities, including lying transaction and the hedging instrument by ensuring
the impact of the relevant derivative financial instruments. consistency of interest rates, maturity terms and nominal
amounts. The effectiveness of the hedge is assessed at the
Derivative financial instruments are also used in conjunc- beginning and during the economic relationship using the
tion with the refinancing related to the automotive seg- hypothetical derivative method. Possible sources of ineffec-
ments and liquidity management. Daimler Group steers the tiveness of the hedge relationship are:
funding activities of the automotive and financial services
businesses at Group level, including those of the Daimler − Effects of the credit risk on the fair value of the derivative
Truck Business. instrument in use which are not reflected in the change in
the hedged interest rate risk.
F-89
− Changes in the parameters of the underlying hedged 37. Segment reporting
transactions.
Reportable segments
Commodity price risk The planned new Board of Management of Daimler Truck
Daimler Truck Business is exposed to the risk of changes in Holding AG represented by the current composition of the
commodity prices in connection with procuring raw materi- Board of Management of Daimler Truck AG, as the chief
als and manufacturing supplies used in production. A small operating decision maker, allocates resources to the operat-
portion of the raw material price risk, primarily relating to ing segments of the Daimler Truck Business and assesses
forecasted procurement of certain metals, is hedged with their performance on a regular basis. In the past, there was
the use of derivative financial instruments. no reporting to the chief operating decision maker of Daim-
ler Truck Business on the scope of combination underlying
At year-end 2020, central commodity management shows these Combined Financial Statements. The reporting based
an unhedged position of 62% of the forecasted platinum on operating segments therefore reflects retrospectively the
purchases for calendar year 2021. The corresponding figure internal reporting and management structure of the Daimler
at year-end 2019 was 42% for calendar year 2020. Truck Business (management approach) as implemented in
July 2021 for the first time. The segments are largely orga-
Table D.86 shows value-at-risk at period-end for the nized and managed separately, according to geographical
2020, 2019 and 2018 portfolio of derivative financial in- areas, nature of products and services provided, brands,
struments used to hedge raw material price risk. The trans- distribution channels and profile of customers. The Daimler
actions underlying the derivative financial instruments are Truck Business’ activities are divided into the segments
not included in the value-at-risk presentation. See also table Mercedes-Benz, Trucks North America, Trucks Asia, Daimler
D.80. Buses and Financial Services.
In 2020, the development of the value at risk from commod- The Mercedes-Benz segment develops, manufactures and
ity hedging was driven in the first quarter by an increase in sells trucks under the brands Mercedes-Benz and Fuso as
volatilities and hedging volume. Subsequently, volatilities as well as Off-highway-applications in Europe and Latin Amer-
well as the hedging volume decreased gradually and so did ica.
the value at risk.
The Trucks North America segment develops, manufactures
Hedge accounting. When designating currency derivative and sells trucks under the Freightliner and Western Star
financial instruments, Daimler Truck Business generally brands in North America. The segment’s product range also
applies a hedge ratio of 1. The respective volumes and pa- includes buses of Thomas Built Buses as well as bus chassis.
rameters relevant for the valuation of the hedged item and
the hedging instrument as well as maturity dates are The Trucks Asia segment develops, manufactures and sells
matched. The Daimler AG on behalf of Daimler Truck Busi- trucks and buses under the FUSO, Mercedes-Benz and Bha-
ness ensures an economic relationship between the hedged ratBenz brands.
item and the hedging instrument by ensuring consistency of
volumes, parameters relevant for valuation and maturity The Daimler Buses segment develops, manufactures, and
terms. Effectiveness is assessed at initial designation and sells buses under the Mercedes-Benz and Setra brands. The
during the hedge term. Possible sources of ineffectiveness of segment’s product range also includes bus chassis under the
the hedge relationship are: Mercedes-Benz brand.
− Effects of the credit risk on the fair value of the derivative The vehicle segments also sell powertrains, parts and acces-
instrument in use which are not reflected in the change in sories to external customers as well as between the seg-
the hedged commodity price risk. ments. Mercedes-Benz is the main segment which sells
spare parts to other segments.
− Changes in the timing of the hedged transactions.
The Financial Services segment supports the sales of the
Equity price risk Daimler Trucks & Buses worldwide. Its product portfolio
Daimler Truck Business predominantly holds investments primarily comprises tailored financing and leasing packages
in shares of companies which are classified as long-term for end-customers and dealers, brokering of commercial
investments, some of which are accounted for using the vehicles insurance and banking services.
equity method. These investments are not included in a
market risk assessment by the Daimler Truck Business. Internal management and reporting structure
The internal management and reporting structure at the
Daimler Truck Business is principally based on the account-
ing policies that are described in Note 3. Significant account-
ing policies according to IFRS.
F-90
investments, net, as well as other financial income/expense, Reconciliation
net. The reconciliation includes other business activities and
investments, in particular in the area of autonomous driv-
Transactions between entities within the same segment are ing. Moreover, functions and services provided by the Daim-
generally eliminated in the related segment. Transactions ler Truck Business’ headquarters as well as by other com-
between the segments are generally eliminated in the rec- panies of the Daimler Truck Business not allocated to the
onciliation. The elimination of effects connected with intra- segments are included. In addition, the reconciliation in-
Group transfers of equity investments takes place in the cludes projects managed by headquarters.
segments involved. The effects on earnings at the Daimler
Truck Business are recognized upon completion of the ex- Table D.89 presents segment information at and for the
ternal transaction in the corresponding segment. Some years ended December 31, 2020, 2019 and 2018.
simplifications have been made in the segment reporting
with regard to accounting for leases in connection with
intra-combined group transactions. In the Daimler Truck
intra-combined group leases have been accounted for as
operating leases.
F-91
Segment information1
Trucks Daimler
North Trucks Daimler Financial Total Reconcilia- Truck
Mercedes-Benz America Asia Buses Services Segments tion Business
In millions of euros
2020
External revenue 12,422 13,749 5,302 3,319 1,201 35,993 20 36,013
Intersegment revenue 1,368 98 277 119 6 1,868 -1,868 -
Total revenue 13,790 13,847 5,579 3,438 1,207 37,861 -1,848 36,013
Segment assets 11,083 5,109 5,419 3,163 16,462 41,236 1,155 42,391
thereof carrying amounts
of equity-method
investments 121 14 384 8 - 527 7 534
Segment liabilities 7,899 4,252 1,657 2,013 15,124 30,945 803 31,748
Additions to
non-current assets 1,301 247 287 261 111 2,207 16 2,223
thereof investments in
intangible assets 80 2 38 18 - 138 1 139
thereof investments in prop-
erty, plant and equipment 448 157 115 55 9 784 12 796
Depreciation and amortization
of
non-current assets 1,275 289 311 214 91 2,180 13 2,193
thereof amortization
of intangible assets 182 22 52 24 - 280 3 283
thereof depreciation of prop-
erty, plant and equipment 473 244 233 81 9 1,040 12 1,052
F-92
Trucks Daimler
North Trucks Daimler Financial Total Reconcilia- Truck
Mercedes-Benz America Asia Buses Services Segments tion Business
In millions of euros
2019
External revenue 14,833 19,177 6,283 4,545 1,372 46,210 34 46,244
Intersegment revenue 1,973 193 355 99 19 2,639 -2,639 -
Total revenue 16,806 19,370 6,638 4,644 1,391 48,849 -2,605 46,244
Segment profit/loss (EBIT) 72 2,237 154 284 192 2,939 -147 2,792
thereof profit/loss
on equity-method
investments 10 6 -15 3 - 4 -6 -2
thereof profit/loss from
compounding and effects
from changes in discount
rates of provisions for
other risks -38 -27 - -6 -3 -74 1 -73
Segment assets 12,670 5,968 6,105 3,470 20,126 48,339 1,130 49,469
thereof carrying amounts
of equity-method
investments 146 20 362 9 - 537 10 547
-
Segment liabilities 7,953 4,420 2,095 2,246 18,489 35,203 839 36,042
-
Additions to
non-current assets 1,886 280 320 310 250 3,046 7 3,053
thereof investments in
intangible assets 87 2 35 18 - 142 -9 133
thereof investments in prop-
erty, plant and equipment 587 224 168 117 25 1,121 9 1,130
Depreciation and amortization
of
non-current assets 1,268 284 287 216 88 2,143 7 2,150
thereof amortization
of intangible assets 186 16 51 23 - 276 - 276
thereof depreciation of prop-
erty, plant and equipment 494 240 217 76 9 1,036 9 1,045
F-93
Trucks Daimler
North Trucks Daimler Financial Total Reconcilia- Truck
Mercedes-Benz America Asia Buses Services Segments tion Business
In millions of euros
2018
External revenue 14,859 16,895 6,431 4,318 1,191 43,694 6 43,700
Intersegment revenue 1,865 185 313 65 9 2,437 -2,437 -
Total revenue 16,724 17,080 6,744 4,383 1,200 46,131 -2,431 43,700
Segment profit/loss (EBIT) 524 1,821 328 295 210 3,178 -444 2,734
thereof profit/loss
on equity-method
investments 6 8 28 1 - 43 -2 41
thereof profit/loss from
compounding and effects
from changes in discount
rates of provisions for
other risks -1 -8 - -2 -2 -13 - -13
Segment assets 12,976 5,890 5,124 3,416 17,534 44,940 1,465 46,405
thereof carrying amounts
of equity-method
investments 109 20 382 6 - 517 10 527
Segment liabilities 8,390 4,561 2,008 2,261 16,066 33,286 754 34,040
Additions to
non-current assets 1,824 321 306 359 206 3,016 - 3,016
thereof investments in
intangible assets 63 4 22 47 - 136 -4 132
thereof investments in prop-
erty, plant and equipment 641 254 200 115 5 1,215 6 1,221
Depreciation and amortization
of
non-current assets 1,183 243 191 206 69 1,892 6 1,898
thereof amortization
of intangible assets 196 21 44 18 - 279 - 279
thereof depreciation of prop-
erty, plant and equipment 475 196 133 69 3 876 6 882
1 The segment reporting as presented above is based on the July 2021 management reporting that was reported for the first time in the new segment
structure.
F-94
Reconciliation In 2020, the line item Other business activities and corpo-
Reconciliation of the segments amounts to relevant amounts rate items is comprised primarily of operational expenses of
for the Daimler Truck Business is shown in table D.90. €100 million related to Daimler Truck Group’s autonomous
driving business activities and €70 million related to Daim-
ler Truck Group’s fuel cell activities. In the prior year,
Reconciliation to Daimler Truck Business figures amongst others, expenses in connection with “Project Fu-
2020 2019 2018 ture” were included.
In millions of euros
Revenue and non-current assets by region
Total of segments’ profit With respect to information on geographical regions, reve-
(EBIT) 731 2,939 3,178
nue is allocated to countries based on the location of the
profit/loss on equity-
method customer; non-current assets are presented according to the
investments -4 -6 -2 physical location of these assets.
Other business activities
and corporate items -274 -155 -409
Revenue from external customers and non-current assets by
Eliminations 38 14 -33
region are shown in table D.91.
Daimler Truck Business EBIT 491 2,792 2,734
F-95
Revenue and non-current assets by region
Revenue Non-current assets
2020 2019 2018 2020 2019 2018
In millions of euros
Daimler Truck Business has not existed as a separate legal In millions of shares
group since it did not have a parent company during the
periods presented in this CFS. Weighted average number
of shares outstanding - basic and
diluted 823 823 823
For purposes of the spin-off, the Company has determined
- - -
the planned number of ordinary shares that the sharehold- Earnings per share – basic and
ers of Daimler Truck Holding AG will receive after the spin- diluted -0.17 2.10 2.20
off. This number of shares is used for the calculation of basic
and diluted earnings per share. The calculation of basic and diluted earnings per share is
based on net profit attributable to shareholders of Daimler
Basic earnings per share (EPS) is calculated by dividing the AG. Following the expiration of the stock option plan in
combined profit or loss for the year attributable to ordinary 2014, dilutive
shareholders by the planned number of ordinary shares to
be distributed to shareholders of Daimler Truck Holding AG.
F-96
40. Related party disclosures Financing by the remaining Daimler Group
For the periods under consideration, Daimler Truck Busi-
Related parties (companies or persons) are deemed to be ness was integrated into the cash pooling and cash man-
associated companies, joint ventures and uncombined sub- agement systems of the remaining Daimler Group. See Note
sidiaries of Daimler AG, as well as persons who exercise a 17. Marketable debt securities and similar investments for
significant influence on the financial and business policy of information on the cash pooling receivables from remaining
the Daimler Truck Business. Daimler Group. Financial receivables and liabilities
from/due to the remaining Daimler Group resulting thereof
The latter category includes all persons in key positions and are presented without netting in the Combined Financial
their close family members. For the Daimler Truck Business, Statements.
those persons are the members of the Board of Management
and of the Supervisory Board of Daimler Truck AG as well as Financing receivables including cash pooling receivables
Daimler AG as the ultimate controlling parent of the Daimler and loan receivables due from the remaining Daimler Group
Truck Business. For the periods before the establishment of amounted to €6,074 million (2019: €4,965 million, 2018:
Board of Management of DTAG (i.e. before October 1, 2019), €3,072 million). Financing payables including cash pooling
the members of Truck Board, DAG Board of Management payables and loan payables due to the remaining Daimler
and DAG Supervisory Board were considered key manage- Group amounted to €12,763 million (2019: €13,305 million,
ment personnel. The Truck Board was a committee consist- 2018: €11,824 million).
ing of Daimler executives that were responsible for the
steering and monitoring of the trucks and bus business Profit or loss transfer agreements with the remaining
before the creation of the Daimler Truck AG. Daimler Group
For the periods under consideration profit or loss transfer
Related companies agreements were in place with the remaining Daimler
Related companies include, in particular, companies of the Group. For the purposes of the Combined Financial State-
Daimler Group (Daimler AG and its direct and indirect sub- ments, receivables and liabilities from/due to remaining
sidiaries – without Daimler Truck Business operations), Daimler Group in connection with control and profit or loss
since the Daimler Truck Business was controlled by Daimler transfer agreements were presented as other financial as-
AG for the periods under consideration. Related companies sets and other financial liabilities, respectively. The impacts
also include non-consolidated Daimler Truck Business legal of the profit or loss transfer agreements are shown as con-
entities, operations and joint ventures. tributions or withdrawals from reserves by the sharehold-
ers and are presented as “Transactions with the parent” in
The principal transactions with the remaining Daimler the Combined Statement of Changes in Equity and the Com-
Truck Business are described in detail herein. In addition, bined Statement of Cash Flows. Profit or loss transfer
most of the goods and services supplied between Daimler agreements resulted in receivables and payables from/to
Truck Business and related companies comprise transac- the remaining Daimler Group in the amount of €0 million
tions with joint ventures and are shown in table D.93. (2019: €237 million, 2018: €0 million) and €0 million
(2019: €-214 million, 2018: €-114 million), retrospectively.
Transactions with the remaining Daimler Group
Daimler Truck Business realized sales with companies of the Lease contracts with the remaining Daimler Group
remaining Daimler Group (excl. Daimler Truck Business). For the sale of vehicles to Daimler Group companies, by
Those sales relate predominantly to trucks, parts, spare which Daimler Truck Business is obliged to repurchase the
parts and services. Further, the Daimler Truck Business vehicles, that are accounted for as a lease, the corresponding
purchased goods and services from companies of the re- balances of residual value guarantees amounted to €1,828
maining Daimler Group. The purchase of goods and services million (2019: €2,005 million, 2018: €2,063 million) and
primarily relate to parts, spare parts and services provided deferred income amounted to €1,154 million (2019: €1,294
by central functions of Daimler AG and Daimler Mobility AG. million, 2018: €1,276 million).
In addition to the transactions from the operative business, In addition, Daimler Truck Business grants Daimler Trucks
further financing related transactions with the remaining Financial Services part of remaining Daimler Group credit
Daimler Group occurred. Such transactions primarily relate risk guarantees which require the issuer to make specified
to the Daimler Group financing and the foreign currency payments to reimburse the holder for a loss it incurs be-
derivatives management. cause its customers fail to make payments when due. Finan-
cial liabilities due to remaining Daimler Group companies in
Services provided by the remaining Daimler Group financial year 2020 amounted to €40 million (2019: €22
The Daimler Group provided services to the Daimler Truck million, 2018: €32 million). The corresponding off-balance
Business mainly throughout Daimler AG, Daimler Mobility amounts for the financial liabilities resulting from credit risk
AG, Daimler Greater China Ltd. and Daimler North America guarantees issued to the remaining Daimler Group amount-
Corporation. These companies provided the Daimler Truck ed to €52 million (2019: €96 million, 2018: €96 million).
Business with central corporate services such as, but not
limited to tax, legal, accounting, IT, personnel-related ser- Financial liabilities recognized from sale and lease back
vices and treasury. transactions with companies of the Daimler Group where
the sale does not satisfy the requirements of IFRS 15
In 2020, the cost of such services provided by the remaining amounted to €88 million in 2020 (2019: €98 million, 2018:
Daimler Group amounted to €263 million (2019: €315 €91 million).
million, 2018: €131 million).
F-97
For lease transactions where the Daimler Truck Business is The guarantees issued by remaining Daimler Group
a lessee the carrying amount of right of use assets amounted amounted to €6,361 million as of December 31, 2020 (2019:
to €129 million in 2020 (2019: €145 million) and lease €6,401 million and 2018: €4,585 million). These include
liabilities amounted to €125 million in 2020 (2019: €144 guarantees issued to Financing liabilities allocated based on
million). The lease included real estate, IT equipment and a target equity ratio to external financial institutions.
other. For the period 2018 lease expenses are included in
other expenses. The guarantees issued by Daimler Truck Business in favor of
the remaining Daimler Group amounted to €55 million as of
Hedging December 31, 2020 (2019: €45 million and 2018: €33 mil-
Until December 31, 2018, Daimler AG hedged for Daimler lion).
Truck Business commodity, interest and foreign exchange
risks. From January 1, 2019, Daimler Truck Business hedged Use or transfer of brands, trademarks, patents, IP4
those risks on its own with Daimler AG as its counterparty. address ranges, software
The volume, nature and strategy of those hedging proce- In the periods presented in the Combined Financial State-
dures are described in detail in section 35 and 36. ments the Daimler Truck Business was using the Mercedes-
Benz brand with the segments Mercedes-Benz and Daimler
Associated companies Buses under a licensing agreement for no consideration. As
In business relationships with associated companies, signifi- for these periods no amortization incurred for the Mer-
cant sales of goods and services took place with Kamaz PAO cedes-Benz brand at any Daimler Group company, no ex-
and Mitsubishi Fuso Truck and Bus associated companies. pense to reflect a usage charge had to be allocated for the
purpose of the Combined Financial Statements, accordingly.
Joint ventures Contemplated in September 2021, Daimler Truck Business
In business relationships with joint ventures, significant will enter into a new license agreement with the remaining
sales of goods and services took place with Daimler Kamaz Daimler Group for the right to use the Mercedes-Benz brand
Trucks Holding GmbH and National Automobile Industry for an indefinite period in exchange for no consideration.
Company Ltd. The transaction will be reflected as a contribution at fair
value upon the effective date of the agreement in 2021. The
Contingent liabilities and other financial obligations recognized intangible asset will be subject to an annual
Further information on contingent liabilities and other impairment test of the respective CGUs.
financial obligations with related parties are provided in
Note 34 Contingent liabilities and other financial obliga- Certain intellectual property was directly attributable to
tions. Daimler Truck Business and will transfer as part of the legal
reorganization. Those properties are recognized with their
Contingent claims respective book value (if any). Licenses to intellectual prop-
erty that did not exist through the track period, are only
In 2019, Daimler AG spun off parts of its business opera- recognized prospectively from the date of the license period.
tions into Daimler Truck AG and Mercedes-Benz AG. Pursu-
ant to §133 UmwG, all three legal entities are jointly and Stock-based compensation
severally liable for all liabilities of Daimler AG that existed as Please refer to Note 24. Share-based Payment for further
of the registration date of the spin-off in the commercial explanation.
register.
Related persons
Daimler AG and Mercedes-Benz AG will therefore also be During the periods presented, Daimler Truck Business did
liable for the Daimler Truck AG liabilities that existed as of not exist as a separate legal group. Therefore, the members
the date of the announcement of the registration for a peri- of the Truck Board, Board of Management and Supervisory
od of five years. For pension obligations based on the Ger- Board of Daimler AG and Daimler Truck AG have been iden-
man Company Pensions Act (Betriebsrentengesetz), the tified as key management personnel as these have been
aforementioned period is ten years. responsible for planning, directing and controlling the activ-
ities of the Daimler Truck Business.
The potential claim due to Daimler AG and Mercedes-Benz
AG resulting from §133 UmwG amount to €2,582 million as Compensation of the key management personnel
of December 31, 2020 (due in 2021: €967 million), respec-
tively. See Note 41. Remuneration key management personnel for
information on the remuneration of the key management
Guarantees personnel.
Remaining Daimler Group has issued letters of credit
and guarantees in favor of the Daimler Truck Business and
customers of the Daimler Truck Business.
F-98
Sales of goods Purchase of goods
and services and services
and other income and other expense Receivables Payables
at December 31,¹ at December 31,²
2020 2019 2018 2020 2019 2018 2020 2019 2018 2020 2019 2018
In millions of euros
41. Remuneration key management person- ees in accordance with their contracts of employment, no
nel remuneration was paid for services provided personally
beyond board and committee activities, in particular for
In accordance with IAS 24 the key management personnel advisory or agency services.
are those persons having authority and responsibility for
planning, directing and controlling the activities of Daimler
Truck Business directly or indirectly. Remuneration of the members of the Board of Management
and the Supervisory Board
Due to various reorganizational steps, the persons that are 2020 2019 2018
classified as key management personnel of Daimler Truck In millions of euros
Business changed during the periods presented. The table
Remuneration of the Boards of
D.94 gives an overview. Management
Fixed remuneration
(base salary) 5.1 5.9 5.9
Short-term variable
remuneration
(annual bonus) 4.7 3.1 3.6
before after Mid-term variable
01 Oct 2019/12 Dec 20191 remuneration
Boards of Management (i) Truck Board (i) Board of (“deferral”) 1.8 0.3 0.6
(ii) Board of Managament of Variable remuneration with
Management of DTAG a long-term incentive effect
DAG (ii) Board of (PPSP) 4.0 5.3 0.9
Management of Post-employment
DAG benefits
Supervisory Boards (i) Supervisory (i) Supervisory (service cost) 1.5 1.4 1.5
Board of DAG Board of DTAG Termination
(ii) Supervisory benefits 2.2 - 2.0
Board of DAG
19.3 15.9 14.5
1 The Board of Management of DTAG was established on 01 Oct 2019;
the Supervisory Board of DTAG was established on 12 Dec 2019.
Remuneration of the Supervi- 2.8 1.7 1.4
sory Board
The remuneration to the key management personal is 22.1 17.7 15.8
shown in table D.95.
F-99
42. Events after the reporting period Any purchase price payments, net of any Daimler Trucks
Financial Services refinancing towards external or related
Joint venture between Volvo Group and Daimler Truck parties that are allocated, made on phase 1 acquisitions
AG during fiscal year 2021 could positively or negatively impact
invested equity.
In November 2020, the Volvo Group and Daimler Truck AG
signed a binding agreement on the establishment of a joint Prior to the spin-off, it is planned to transfer the 15% in-
venture for fuel-cell activities. On March 1, 2021, they com- vestment in KAMAZ PAO from Daimler Truck AG to Daimler
pleted the transaction. Daimler Truck Fuel Cell GmbH & Co. AG. This transfer will be reflected prospectively in the Com-
KG is a wholly owned subsidiary of Daimler Truck AG, which bined Financial Statements at the time such transaction
concentrates the assets and liabilities of the fuel-cell activi- occurs.
ties. The Volvo Group acquired 50 percent of the shares in
Daimler Truck Fuel Cell GmbH & Co. KG for €639 million. Certain business relationships (such as, real estate, interna-
The two parties agreed to rename the company cellcentric tional procurement, IPS, M&A, external affairs, communica-
GmbH & Co. KG (cellcentric) with its principal place of busi- tions, IT, captive shared service organization, taxes, treas-
ness in Nabern, Germany. In March 2021, the EBIT impact of ury, legal, compliance and human resources) that existed
€1,215 million, of which €624 million is accounted for in between the remaining Daimler Group and the Daimler
particular by the remeasurement of the interest in cellcen- Truck Business during the periods reported in the Com-
tric that is still held by Daimler Truck Business, and a cash bined Financial Statements will be maintained for a transi-
inflow of €634 million were recognized at the Daimler tional period through transitional service agreements at
Truck Business in 2021. After completion of the transaction, customary market conditions, unless existing service con-
the equity-method investment and the equity-method result tracts are continued, or services are obtained from other
are not allocated to the reportable segments and are dis- external third party suppliers. Such transitional service
closed in the reconciliation in the segment reporting. agreements are accounted for in the Combined Financial
Statements prospectively upon effectiveness of such agree-
Legal restructuring of the Daimler Truck Group ments.
In relation to phase 1 reorganization measures, certain legal With the spin-off of the Daimler Truck Business, it will be
entities and operations of Daimler Trucks & Buses and necessary to setup and expand various areas and units of
Daimler Trucks Financial Services were transferred to DTAG the Daimler Truck Group. In addition to the planned transfer
or one of its subsidiaries between January 1, 2021 and the of employees, this will also require new hires. In addition to
date of authorization of these Combined Financial State- the central functions this primarily affects the Sales & After
ments. Please refer to Note 43. Scope of combination that Sales area.
identifies such legal entities and operations.
For the periods reported in the Combined Financial State-
On August 6, 2021, Daimler AG and Daimler Truck Holding ments, the activities of the Daimler Truck Business were
AG, agreed via the execution of the Group separation agree- included in the global corporate insurance coverage of the
ment (Konzerntrennungsvertrag) on guiding principles for remaining Daimler Group. As part of the spin-off, the insur-
local separation transactions where the parties committed ance coverage of both groups will be separated, and the
to work towards the execution and consummation of the Daimler Truck Group will obtain independent insurance
remaining phase 1 reorganization measures prior to the coverage.
spin-off, that is the date the legal demerger becomes effec-
tive. Please refer to Note 43. Scope of combination that Prior to the spin-off it is planned that the remaining Daimler
identifies such legal entities and operations. Group will obtain a 10.1% non-controlling interest in the
Gamma OHGs and in the EvoBus GmbH & Co. OHG from a
The estimated purchase price for the Daimler Trucks & capital in-crease by cash in the amount of €202 million on
Buses legal entities and operations that will transfer to the basis of preliminary external valuations. Such non-
Daimler Truck AG prior to the spin-off amounts to €1.5 controlling interest will be accounted for prospectively
billion. The purchase prices for the Daimler Trucks Financial under IAS 32 as a financial instrument at fair value. A com-
Services legal entities and operations that will transfer to pensatory payments between remaining Daimler Group and
Daimler Truck AG prior to the spin-off are based on external Daimler Truck AG will be based on the final external valua-
valuations at the time of the transfer and will therefore tion.
finally be determined at a later point in time. Such purchase
prices to be paid by Daimler Trucks Financial Services are to Furthermore, the parties committed to work towards the
be financed by remaining Daimler Group and secured by execution and consummation of phase 2 reorganization
guarantees from Daimler Truck AG. Alternatively, in addi- measures, to be executed via share deals or asset deals
tion to the Bridge Facility, it is also planned to finance part (some of them following demergers or intra-group asset
of the purchase price through bilateral loans from banks, deals), as soon as possible after the demerger but in no case
which are to be disbursed before the spin-off takes effect. prior to January 1, 2022 where the Daimler Truck Group
The redemption of the liabilities relating to the financed will acquire the following legal entities and operations of
purchase prices vis-à-vis the remaining Daimler Group will Daimler Trucks & Buses and Daimler Trucks Financial Ser-
be affected from funds that the Daimler Truck Group will vices from the Daimler Group. The execution of these reor-
receive through the drawdown of the Bridge Facility or by ganization measures will be based on fair value amounts
the issuance of bonds shortly after the spin-off takes effect. derived from external valuations at the date of each transfer.
F-100
Phase 2 – Reorganization Measures
Transaction
Company Name Country Type
Mercedes-Benz Servicios S.A.U (incl. Mercedes-Benz Compañía Financiera Argentina S.A.) Argentina Share Deal
Mercedes-Benz Broker Argentina S.A. Argentina Share Deal
Mercedes-Benz Retail S.A. Spain Share Deal
Sandown Motor Holdings (Pty) Ltd South Africa Share Deal
Mercedes-Benz Finansman Türk A.S Turkey Asset Sale & Share Deal
Mercedes-Benz Financial Services Nederland B.V Netherlands Demerger & Share Deal
Mercedes-Benz Financial Services Italia S.p.A. Italy Demerger & Share Deal
United King-
Mercedes-Benz Financial Services UK Ltd dom Asset Deal
Mercedes-Benz Financial Services España, E.F.C., S.A.U. Spain Demerger & Share Deal
Mercedes-Benz Renting, S.A.U. Spain Asset Deal
Mercedes-Benz Financial Services BeLux SA/NV Belgium Demerger & Share Deal
Mercedes-Benz Roma S.p.A. Italy Demerger & Share Deal
Mercedes-Benz Slovakia s.r.o. Slovakia Asset Deal
Mercedes-Benz Retail, Unipessoal Lda. Portugal Asset Deal
Mercedes-Benz Sosnowiec Sp. z o.o. Poland Asset Deal
Mercedes-Benz Warszawa Sp. z o.o. Poland Asset Deal
Mercedes-Benz Taiwan Ltd. Taiwan Asset Deal
Additionally, the parties committed that the Daimler Truck for benefits under company pension schemes and provide
Group would carve-out the truck and vans sales and af- insolvency protection of the transferred assets. The pension
tersales business contained at Mercedes-Benz Trucks Center assets of the trust arrangements are classified as plan assets.
Saint-Pieters-Leeuw NV/SA, Belgium an entity that is in-
cluded in the scope of combination of the Combined Finan- With DTAG and EvoBus leaving Daimler Group, Daimler
cial Statements, and dispose these activities to an external Pension Trust e.V. can no longer act as trustee for DTAG and
party during FY 2022 for an estimated selling price of €2.8 EvoBus. Therefore, Daimler Truck Pension Trust e.V. was
million. Furthermore, the parties committed that the Daim- founded and all of the assets covered by the contractual
ler Truck Group would carve-out the vans related business trust arrangements of DTAG and EvoBus will be transferred
contained at Daimler Truck Korea Ltd., an entity that is to the new trustee prior to the separation date. The statutes
included in the scope of the Combined Financial Statements, of the Daimler Truck Pension Trust e.V. as well as the con-
and transfer these activities to the Mercedes-Benz Korea tractual trust arrangements will guarantee that the trans-
Limited, a subsidiary of the Mercedes-Benz AG for an esti- ferred assets are meant to satisfy claims irrevocably and
mated selling price of €5.2 million. exclusively for benefits under company pension schemes
and provide insolvency protection. Hence, the assets under
Refer to Note 43. Scope of combination, table D.98, that the new trustee will be classified as plan assets. Daimler
identifies other material investments that will transfer to Truck Pension Trust e.V. will be a related company of the
during FY 2021 to Daimler Truck AG. Such investments will Daimler Truck Group.
only be included prospectively in the scope of combination
of the Combined Financials beginning at the time of the legal Capital and liquidity funding measures commitments
transfer to Daimler Truck AG. per the spin-off agreement
Refer to Note 43. Scope of combination, table D.100, that On August 6, 2021, the Board of Management of the Daimler
identifies Daimler Truck Business legal entities newly AG and Daimler Truck Holding AG executed the spin-off
founded during FY 2021 and will be included in the scope of agreement. As part of this agreement, Daimler AG commit-
combination prospectively at the time such entities are ted to make the following payments to Daimler Truck AG
founded. prior to the completion of the demerger:
Capital Withdrawal - €1,987 million to enable Daimler Truck AG (or its subsidi-
aries) to build up and to partially fund phase 1 and phase 2
In the second quarter of 2021, Daimler Verwaltungsgesell- acquisitions of legal entities and operations of Daimler
schaft für Grundbesitz mbH, Schönefeld/Germany, a Daim- Trucks & Buses and Daimler Trucks Financial Services (in-
ler Group entity, withdrew capital in the amounts of €214 cluding the rights of use for trademarks and patents) from
million and €62.9 million from Grundstücksverwaltung- the Daimler Group;
sgesellschaft Daimler AG & Co. Gamma 1 OHG and Grund-
stücksverwaltungsgesellschaft Daimler AG & Co. Gamma 2 - €250 million equity increase for the additional funding of
OHG, respectively. Daimler Trucks defined benefit pension obligations in Ger-
many;
Foundation of Daimler Truck Pension Trust e.V.
- €3,143 million to ensure the provisioning of adequate
At June 30, 2021, Daimler Pension Trust e.V. acted as trustee capital resources and liquidity to Daimler Truck AG. This
for the contractual trust arrangements of DTAG and EvoBus payment includes €1,500 million funding for an innovation
in Germany that irrevocably and exclusively satisfy claims fund.
F-101
In order to secure The Daimler Trucks Business financial the Daimler Group and externally with banks and through
flexibility as well as to stabilize its capital market rating, it is financing vehicles (e.g. asset-backed security structures).
contemplated that prior to the spin-off a syndicated loan Prior to the spin-off, it is contemplated that the cash pooling
agreement in the amount of €18 billion is to be concluded arrangements as well as other financial liabilities and re-
with an international banking consortium by the Daimler ceivables between the Daimler Truck Business and Daimler
Truck Holding AG, Daimler Truck AG and various Daimler Group will be terminated and settled. Cash pooling receiva-
Truck financing companies, which includes a firm commit- bles and cash pooling payables from/due to remaining
ment of a revolving credit line in the amount of €5 billion Daimler Group companies in financial year 2020 amounted
(the “Revolving Credit Facility”) and a firm commitment for to €5,734 million (2019: €4,569 million, 2018: €2,797 mil-
a credit line for bridge financing in the amount of €13 billion lion) and €1,831 million (2019: €349 million, 2018: €343
(the “Bridge Facility”). million), respectively.
The syndicated loan agreement was signed with the banking Control and profit or loss transfer agreement
consortium on August 6, 2021, with obligations of Daimler
Truck Holding AG under the loan agreement only arising The control and profit or loss transfer agreement between
upon the consummation of the demerger agreement. The Daimler AG and Daimler Truck AG will be spun off and
Revolving Credit Facility will have a term of at least five transferred from Daimler AG to Daimler Truck Holding AG
years with two extension options of one year each and will at the date of the demerger.
be agreed at standard market conditions. The Daimler Truck
Business does not intend to draw on the Revolving Credit Guarantees
Facility. The Bridge Facility will have a term of twelve
months with two six-month extension options. The remaining Daimler Group has historically issued surety-
ships, guarantees, letters of comfort and other declarations
The Bridge Facility serves to cover the general financing of indemnity (hereinafter collectively referred to as "Guar-
needs of the Daimler Truck Business, in particular in con- antees") for financial transactions (“financial guarantees”)
nection with the purchase of the Daimler Truck Financial and in relation to the operating business (“operating guar-
Services legal entities and operations. The Bridge Facility is antees”) of the Daimler Group Business. Financial guaran-
expected to be repaid primarily through the issuance of tees are generally issued by Daimler AG. Operational guar-
bonds by the Daimler Truck Business on the capital market, antees are issued either by Daimler AG and other Daimler
which will lead to a mandatory prepayment of the Bridge Group companies (group guarantees) or by banks, financial
Facility in this respect. The credit line will be agreed at institutions, insurance companies or other third parties on
standard market conditions. One or several capital market behalf of Daimler AG and other Daimler Group companies
transactions are contemplated by the Daimler Truck Busi- (bank guarantees).
ness even before the spin-off takes effect.
Depending on the underlying financial transaction, there are
Segment Reporting two types of financial guarantees: individual financial guar-
antees of Daimler AG for capital and money market transac-
Daimler Truck Business did not have a chief operating deci- tions and the global financial guarantees (Daimler global
sion maker in the periods 2018 to 2020 that received a guarantees) of Daimler AG to financial institutions for bank
regular management reporting since it has not existed as a loans, bank facilities and bank suretyships and guarantees.
separate legal group. Rather, the chief operating decision
maker was the Board of Management of Daimler AG. DTAG Daimler AG will continue to issue financial guarantees to
implemented a new segment structure and a corresponding secure financial obligations of the companies of Daimler
regular management reporting reflecting this new segment Truck Business until the spin-off takes effect. Operational
structure. This regular reporting to the Board of Manage- bank guarantees for Daimler Truck AG will be commis-
ment of DTAG was implemented for the first time in July sioned from banks as before under the guarantee frame-
2021. For further information on the segment reporting work of Daimler AG until the spin-off takes effect. With
refer to Note 37. Segment reporting. regard to the issuing of operational Group guarantees to
secure obligations of the companies of the Daimler Truck
License agreement Business, the aim is to switch to Daimler Truck AG and the
Daimler Truck Business companies as guarantors until the
It is contemplated that in September 2021, Daimler Truck spin-off takes effect.
AG will enter into a new license agreement with the remain-
ing Daimler Group for the right to use the Mercedes-Benz As part of the preparations for the spin-off, the aforemen-
brand for an indefinite period in exchange for no considera- tioned Guarantees are to be replaced by new and essentially
tion. The transaction will be reflected as a contribution at equivalent Guarantees issued by the companies of the Daim-
fair value upon the effective date of the agreement in 2021. ler Truck Business.
The recognized intangible asset will be subject to an annual
impairment test.
Cash pooling
F-102
With respect to the financial guarantees, the Daimler global • Martin Daum (appointed until the end of February
guarantees and the individual financial guarantees of Daim- 2025),
ler AG will be replaced by corresponding Daimler Truck • Jochen Götz (appointed until the end of June 2026),
global guarantees or individual guarantees of Daimler Truck
AG and Daimler Truck Holding AG, who will be jointly and
severally liable thereunder. In the context of the described In the course of the formation of Daimler Truck Holding AG,
replacement, the banks, financial institutions and insurance Fabian Römer and Lars Wettlaufer were initially appointed
companies covered by the Daimler global guarantees will be in March 2021 as members of the Board of Management.
informed accordingly at an early stage so that the existing The aforementioned persons are executives of Daimler AG
liability declarations of Daimler AG can be replaced by the who were appointed for the purpose of preparing the spin-
Daimler Truck global guarantees as new security elements off and hive-down. Both have therefore resigned from office
with effect as of the first trading day of the shares of Daimler with effect from the expiry of July 11, 2021.
Truck Holding AG at the Frankfurt Stock Exchange.
For reasons of Board efficiency, the corporate bodies of
Operational group guarantees will be replaced, to the extent Daimler Truck Holding AG and Daimler Truck AG are to be
possible and reasonable from an administration perspec- composed of the same persons. For this reason, the mem-
tive, by new group guarantees issued by Daimler Truck AG bers of the Board of Management of Daimler Truck Holding
or other companies of the Daimler Truck Business. With AG and Daimler Truck AG are intended in future to be iden-
respect to the bank guarantees, the companies of the Daim- tical persons. Therefore, in addition to Martin Daum and
ler Truck Business will successively establish their own Jochen Götz, the other current members of the Board of
guarantee frameworks with banks, financial institutions and Management of Daimler Truck AG are also to be appointed
insurance companies. Existing guarantees issued on behalf as members of the Board of Management of Daimler Truck
of the companies of the remaining Daimler Group for the Holding AG.
companies of the Daimler Truck Business will be transferred
to the new guarantee frameworks. If group guarantees have The Board of Management of Daimler Truck Holding AG is
not been replaced or bank guarantees have not been trans- therefore to be comprised of the following members after
ferred, Daimler Truck Holding AG will ensure vis-à-vis the spin-off has taken effect:
Daimler AG that the respective principal debtor of the Daim-
ler Truck Business will indemnify the company of the re- • Martin Daum (appointment planned until the end of
maining Daimler Group against all expenses and costs in February 2025),
connection with the guarantees and will pay the respective • Jochen Götz (appointment planned until the end of
agreed fees due. As of the spin-off taking effect, no new June 2026),
financial guarantees and operational guarantees will be • John O'Leary, (appointment planned until the end of
issued by Daimler AG or the companies of the remaining March 2024),
Daimler Group to secure obligations of the companies of the • Karin Rådström (appointment planned until the end
Daimler Truck Business. To the extent that guarantees have of January 2024),
been issued by companies of the Daimler Truck Business for • Hartmut Schick (appointment planned until the end
obligations of companies of the remaining Daimler Group, of November 2024),
the aforementioned obligations of Daimler Truck Holding • Dr. Andreas Gorbach (appointment planned until the
AG apply accordingly to Daimler AG. end of June 2024),
• Jürgen Hartwig (appointment planned until the end
Changes in Supervisory Board of Daimler AG of November 2026),
• Stephan Unger (appointment planned until the end
On March 31, Bernd Pischetsrieder succeeded Manfred of June 2024).
Bischoff, as the Chairman of the Supervisory Board of Daim-
ler AG. Furthermore, Elizabeth Centoni, Chief Strategy Of- It is intended in this regard to appoint the members of the
ficer and General Manager of Applications at Cisco Systems, Board of Management prior to the spin-off taking effect and
Inc., Ben van Beurden, CEO Royal Dutch Shell plc, and Martin thus prior to the increase of the number of members of the
Brudermüller, Chairman of the Board of Executive Directors Supervisory Board of Daimler Truck Holding AG by the
of BASF SE, were elected to the Supervisory Board. They three-member founding Supervisory Board of Daimler
succeed Petraea Heynicke and Jürgen Hambrecht, who are Truck Holding AG
also stepping down from the Supervisory Board along with
Manfred Bischoff. Supervisory Board
Nomination of Members of the Board of Management It is intended to enlarge the Supervisory Board of Daimler
and Supervisory Board of Daimler Truck Holding AG Truck Holding AG to 20 members immediately after the
spin-off takes effect. The 20 members all are to be elected
Board of Management prior to the spin-off by the General Meeting of Daimler
Truck Holding AG and thus formally as shareholder repre-
With effect from July 12, 2021, the following members of the sentatives. Ten of these members are to be elected in coor-
Board of Management of Daimler Truck AG were appointed dination with the employees’ side.
as members of the Board of Management of Daimler Truck
Holding AG:
F-103
With the goal of efficient work of the Board, it is intended The proposal of the employees’ side for two further persons
that the Supervisory Board of Daimler Truck Holding AG to be elected to the Supervisory Board of Daimler Truck
and the Supervisory Board of Daimler Truck AG are to be Holding AG is currently still pending.
composed of the same persons.
With the appointment of the new Supervisory Board mem-
It is therefore intended that the following persons will be bers, the current members of the Supervisory Board of
elected to the Supervisory Board of Daimler Truck Holding Daimler Truck Holding AG, which are Tim Zech (Vice Presi-
AG as shareholder representatives: dent Head of Tax Daimler Group, and Chairman of the Su-
pervisory Board), Robert Köthner (Vice President Account-
• Jacques Esculier, former Chief Executive Officer of ing & Financial Reporting, Chief Accounting Officer, and
WABCO Holdings Inc.; Deputy Chairman of the Supervisory Board), and Dr. An-
• Renata Jungo Brüngger, Member of the Board of nette Matzat (Head of HR & Labor Policy HRP), will resign
Management of Daimler AG, Integrity and Law; from office.
• Joe Kaeser, Chairman of the Supervisory Board of
Siemens Energy AG; Group Separation Agreement (Konzerntrennungsver-
• Martin Richenhagen, former Chief Executive Of- trag)
ficer of AGCO Corporation;
• Marie Wieck, former General Manager of IBM Daimler AG and Daimler Truck Holding AG agreed to enter
Blockchain; into a Group Separation Agreement (Konzerntrennungsver-
• Harald Wilhelm, Member of the Board of Manage- trag), which contains certain provisions regarding the sepa-
ment of Daimler AG, Finance & Controlling and ration, of which the major provisions are outlined below.
Daimler Mobility; This agreement will become effective on the spin-off date
• Akihiro Eto, former President and Global Chief Op- and will have a non-cancellable period until December 31,
erating Officer of Bridgestone Corporation; 2041.
• John Krafcik, former Chief Executive Officer of
Waymo LLC; The Group Separation Agreement contains the following
• Michael Brosnan, former Chief Financial Officer of major provisions:
Fresenius Medical Care Management AG;
• Laura Ipsen, President and Chief Executive Officer • Both parties agree to terminate financial guaran-
of Ellucian Company L.P. tees that a Daimler Group entity granted to a Daim-
ler Truck Group entity and vice versa;
• Separation principles related to the separation of
Renata Jungo Brüngger and Harald Wilhelm are representa- Phase 2 entities (Financial Services Carve-out
tives of Daimler AG. The other shareholder representatives Guiding Principles), provisions related to the Legal
on the Supervisory Board of Daimler Truck Holding AG are entities separation, license agreements related to
independent of Daimler AG. To the extent that some of the the usage of brands, domains and patents;
aforementioned persons are not currently members of the • Principles for the provision of the Transitional
Supervisory Board of Daimler Truck AG, they are also be Services;
elected to the Supervisory Board of Daimler Truck AG prior • Listing of the shares of Daimler Truck Holding AG
to the spin-off taking effect. immediately after the spin-off;
• Indemnification provisions in case of repayment of
It is intended that the following eight persons will be elected government grants;
to the Supervisory Board of Daimler Truck Holding AG upon • Indemnification provisions related to lawsuits filed
proposal from the employees' side: after the separation;
• Agreement that any claims of Daimler AG against
• Michael Brecht, Deputy Chairman of the Supervisory any management bodies of Daimler AG or its
Board of Daimler AG; Chairman of the Group Works members remain with Daimler AG;
Council of Daimler AG; Chairman of the General • Agreement that all existing and future transactions
Works Council of Daimler AG; Chairman of the Works between Daimler Group and Daimler Truck Group
Council of the Mercedes-Benz plant in Gaggenau; are at market terms;
• Bruno Buschbacher, Chairman of the Works Council • Daimler AG agreed to a lock-up period of 36
of the Mercedes-Benz plant in Mannheim; months after the first day of trading of shares of
• Harald Dorn, Chairman of the Spokespersons' Com- Daimler Truck Holding AG during which any sale
mittee Wörth/Germersheim and member of the of shares requires the prior approval of Daimler
Group Spokespersons' Committee; Truck Holding AG;
• Florence Göckeritz, TP/GSG-2 employee, Works
Council member at Daimler headquarters;
• Jörg Lorz, Chairman of the Works Council of the Mer-
cedes-Benz plant in Kassel;
• Claudia Peter, First Authorized Representative of IG
Metall Gaggenau;
• Roman Zitzelsberger, District Manager of IG Metall
Baden-Württemberg;
• Thomas Zwick, Chairman of the Works Council of the
Mercedes-Benz plant in Wörth.
F-104
Deconsolidation Agreement (Entkonsolidierungsver- ties are directly hived down or spun off. Pursuant to § 133
einbarung) paras. 1 and 3 UmwG, Daimler Truck Holding AG is reverse-
ly jointly and severally liable with Daimler AG for the ful-
Daimler AG, Daimler Grund and Daimler Truck Holding AG fillment of liabilities remaining with Daimler AG which arise
agreed to enter into a Deconsolidation Agreement (Entkon- prior to the hive-down or spin-off taking effect, if they fall
solidierungsvertrag). This agreement stipulates that Daim- due within five years from the publication of the entry of the
ler AG and Daimler Grund will not exercise their voting hive-down or the spin-off in the commercial register of
rights for the election of two out of ten members of the Daimler AG and claims against Daimler Truck Holding AG
Supervisory Board of Daimler Truck Holding AG at the are established from such liabilities by a court or in another
shareholders’ meeting in order to ensure deconsolidation of manner described in § 133 UmwG, or if a judicial or official
Daimler Truck Holding AG from Daimler Group under IFRS. enforcement action is taken or applied for. For pension
This agreement is non-cancellable for a period of five ordi- obligations under the German Company Pensions Act (Be-
nary shareholder meetings after the initial ordinary share- triebsrentengesetz), in deviation from the two preceding
holders meeting of Daimler Truck Holding AG to be held in paragraphs, an extended liability of ten years from the date
2022. of the publication of the entry of the hive-down or spin-off
in the commercial register of Daimler AG applies. The poten-
tial obligations or claims are depending on the liabilities
that will exist as of the date of the announcement of the
Relocation of Headquarters registration.
The Board of Management of Daimler Truck Group has Daimler Truck AG and Cummins Inc. collaboration
decided to relocate their headquarters. In the future, the
headquarters of Daimler Truck Group will be located at the On August 5, 2021, Daimler Truck AG and Cummins Inc.
Daimler Truck Campus and the Mercedes-Benz Trucks have signed global framework agreement for cooperation in
Campus. Both are located close to each other in Leinfelden- medium-duty commercial vehicle engines. Cummins Inc.
Echterdingen, Stuttgart. Relocation to Daimler Truck Cam- will set up an engine production facility on the site of the
pus is planned starting September 2021, whereas relocation Mercedes-Benz plant in Mannheim for production of medi-
to the Mercedes-Benz Truck Campus will start in early 2022. um-duty engines that meet Euro VII emissions for Daimler
Trucks & Buses starting in the second half of the decade.
High-performance public charging network Production is expected to start in the second half of the
decade. Additionally, Cummins Inc. will supply medium-
On July 5, 2021, Daimler Group announced that the three duty engines for Daimler Trucks & Buses vehicles world-
leading commercial vehicle manufacturers Daimler Truck, wide in the future.
the TRATON GROUP and Volvo Group have signed a non-
binding agreement to install and operate a high- 43. Scope of combination
performance public charging network for battery electric
heavy-duty long-haul trucks and coaches across Europe. The The tables below contain a list of all legal entities fully in-
joint aim is to initiate and accelerate the build-up of charg- cluded in the scope of combination D.97, joint operations,
ing infrastructure to enhance customer confidence and to joint ventures, associates and other significant investments
support EU’s transformation to climate-neutral transporta- recognized using equity and cost method D.98, unconsol-
tion. idated legal entities in fiscal years 2018, 2019 and 2020
D.99. D.100 contains a list of all entities that are founded
Continuing liability due to protection of creditors and after fiscal year 2020 but before spin-off date.
holders of special rights
F-105
Daimler Truck Business dedication
Entities and operations included in Equity interests in % of legal entities included in the
the scope of combination scope of combination
Legal
City, transfer Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Dec 31,
Company Name Country date 2018 2019 2020 2018 2019 2020
Atlantis
Industria,
South
Atlantis Foundries (Pty.) Ltd. Africa 2020 - - 100 - - Dedicated
Q4
São Paulo, 2021/Befo
Banco Mercedes-Benz do Brasil S.A.1 Brazil re spin-off - - - Dedicated Dedicated Dedicated
Campo Largo Comercio de Veículos e Campinas,
Peças Ltda.2 Brazil 2019 - 100 100 Dedicated Dedicated Dedicated
Kirchheim
cellcentric GmbH & Co. KG (former: unter Teck,
Daimler Truck Fuel Cell GmbH & Co. KG) Germany 2020 - - 100 - - Dedicated
Stuttgart,
Daimler AG3 Germany - - - - Mixed Mixed Mixed
Valencia,
Daimler Automotive de Venezuela C.A.2,4 Venezuela 2019 - 100 100 Dedicated - -
Oriskany,
Daimler Buses North America, Inc.2 USA 2019 - 100 100 Dedicated Dedicated Dedicated
Bogota
D.C., Co-
Daimler Colombia S. A.2,5 lombia 2019 - 100 100 Mixed Mixed Mixed
Daimler Commercial Vehicles South East Singapore,
Asia Pte. Ltd.2,5 Singapore 2020 - - 100 Mixed Mixed Mixed
Stuttgart,
Daimler FleetBoard GmbH2 Germany 2019 - 100 - Dedicated Dedicated -
Beijing,
Daimler Greater China Ltd.6 China - - - - Mixed - -
Daimler India Commercial Vehicles Chennai,
Private Limited7 India Q1 2021 - - - Dedicated Dedicated Dedicated
Wilming-
Daimler Insurance Agency LLC8 ton, USA - - - - Mixed Mixed Mixed
Mexico
City,
Daimler Manufactura, S. de R.L. de C.V.2 Mexico 2019 - 100 100 Dedicated Dedicated Dedicated
Mexico
City,
Daimler Mexico, S.A. de C.V. 1 Mexico Q3 2021 - - - Dedicated Dedicated Dedicated
Stuttgart,
Daimler Mobility AG9 Germany - - - - Mixed Mixed Mixed
São Ber-
nardo do Q4
Campo, 2021/Befo
Daimler Mobility Brasil Holding S.A.1 Brazil re spin-off - - - Dedicated Dedicated Dedicated
Daimler Northeast Asia Parts Trading Beijing,
and Services Co., Ltd.10 China - - - - Mixed Mixed Mixed
Mexico Q4
Daimler Servicios Corporativos Mexico City, 2021/Befo
S. de R.L. de C.V.1 Mexico re spin-off - - - Dedicated Dedicated Dedicated
Singapore,
Daimler South East Asia Pte. Ltd.10 Singapore - - - - Mixed Mixed Mixed
Stuttgart,
Daimler Truck AG Germany - 100 100 100 Dedicated Dedicated Dedicated
Daimler Truck and Bus Australia Pacific Mulgrave,
Pty. Ltd.2 Australia 2019 - 100 100 Dedicated Dedicated Dedicated
DAIMLER TRUCK AND BUS HOLDING Melbourne,
AUSTRALIA PACIFIC PTY LTD11 Australia 2018 100 100 100 - Dedicated Dedicated
Beijing,
Daimler Truck China Limited12 China 2019 - 100 100 - Dedicated Dedicated
Mexico Q4
Daimler Truck Financial Mexico S. de City, 2021/Befo
R.L. de C.V1 Mexico re spin-off - - - Dedicated Dedicated Dedicated
Mexico Q4
Daimler Truck Financial Mexico S.A. de City, 2021/Befo
C.V. S.O.F.O.M., E.N.R.1 Mexico re spin-off - - - Dedicated Dedicated Dedicated
Daimler Truck Vermögens- und Beteili-
gungsgesellschaft mbH (former: LEONIE Stuttgart,
TB DVB GmbH)2 Germany 2019 - 100 100 Dedicated Dedicated Dedicated
Daimler Trucks & Buses US Holding Wilming-
LLC2 ton, USA 2019 - 100 100 - Dedicated Dedicated
Beijing,
Daimler Trucks and Buses (China) Ltd.2 China 2019 - 100 100 Dedicated Dedicated Dedicated
F-106
Daimler Truck Business dedication
Entities and operations included in Equity interests in % of legal entities included in the
the scope of combination scope of combination
Legal
City, transfer Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Dec 31,
Company Name Country date 2018 2019 2020 2018 2019 2020
Zwartkop,
Daimler Trucks and Buses Southern South
Africa (Pty) Ltd7,12 Africa Q1 2021 - - - - Dedicated Dedicated
Mis-
sissauga,
Daimler Trucks Canada Ltd.2 Canada 2019 - 100 100 Dedicated Dedicated Dedicated
Daimler Trucks Finance Canada Inc.
(former: Daimler Canada Investments Halifax,
Company)1 Canada Q3 2021 - - - Dedicated Dedicated Dedicated
Seoul,
South
Daimler Trucks Korea Ltd.2 Korea 2020 - - 100 Dedicated Dedicated Dedicated
Wilming-
Daimler Trucks North America LLC2 ton, USA 2019 - 100 100 Dedicated Dedicated Dedicated
Daimler Trucks Remarketing Corporati- Portland,
on2 USA 2019 - 100 100 Dedicated Dedicated Dedicated
Wilming-
Daimler Trucks Retail Trust 2018-113,14 ton, USA - - - - Dedicated Dedicated -
Wilming-
Daimler Trucks Retail Trust 2019-113 ton, USA - - - - - Dedicated Dedicated
Wilming-
Daimler Trucks Retail Trust 2020-113 ton, USA - - - - - - Dedicated
Mexico
Daimler Vehículos Comerciales Mexico, City,
S. de R.L. de C.V.2 Mexico 2019 - 100 100 Dedicated Dedicated Dedicated
Mexico
City,
Daiprodco Mexico S. de R.L. de C.V.15 Mexico - - - - Dedicated - -
Detroit,
Detroit Diesel Corporation2 USA 2019 - 100 100 Dedicated Dedicated Dedicated
Detroit,
Detroit Diesel Remanufacturing LLC2 USA 2019 - 100 100 Dedicated Dedicated Dedicated
Detroit Diesel Remanufacturing Mexi- Toluca,
cana, S. de R.L. de C.V.2,16 Mexico 2019 - - - Dedicated - -
San Juan
Detroit Diesel-Allison de Mexico, S. de Ixtacala,
R.L. de C.V.2, 17 Mexico 2019 - - - Dedicated - -
Stuttgart,
DTFC Holding GmbH Germany 2020 - - 100 - - Dedicated
Kloten,
Switzer-
EvoBus (Schweiz) AG2 land 2019 - 100 100 Dedicated Dedicated Dedicated
Coventry,
United
EvoBus (U.K.) Ltd.2 Kingdom 2019 - 100 100 Dedicated Dedicated Dedicated
Wiener
Neudorf,
EvoBus Austria GmbH2 Austria 2019 - 100 100 Dedicated Dedicated Dedicated
Kobbegem-
Asse,
EvoBus Belgium N.V.2 Belgium 2019 - 100 100 Dedicated Dedicated Dedicated
Prague,
Czech
EvoBus Ceská republika s.r.o.2 Republic 2019 - 100 100 Dedicated Dedicated Dedicated
Koege,
EvoBus Danmark A/S2 Denmark 2019 - 100 100 Dedicated Dedicated Dedicated
Sarcelles,
EvoBus France S.A.S.U.2 France 2019 - 100 100 Dedicated Dedicated Dedicated
Stuttgart,
EvoBus GmbH2 Germany 2019 - 100 100 Dedicated Dedicated Dedicated
Sámano,
EvoBus Ibérica, S.A.U.2 Spain 2019 - 100 100 Dedicated Dedicated Dedicated
Bomporto,
EvoBus Italia S.p.A.2 Italy 2019 - 100 100 Dedicated Dedicated Dedicated
Nijkerk,
Nether-
EvoBus Nederland B.V.2 lands 2019 - 100 100 Dedicated Dedicated Dedicated
Wolica,
EvoBus Polska Sp. z o.o.2 Poland 2019 - 100 100 Dedicated Dedicated Dedicated
Mem
Martins,
Evobus Portugal, S.A.2 Portugal 2019 - 100 100 Dedicated Dedicated Dedicated
F-107
Daimler Truck Business dedication
Entities and operations included in Equity interests in % of legal entities included in the
the scope of combination scope of combination
Legal
City, transfer Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Dec 31,
Company Name Country date 2018 2019 2020 2018 2019 2020
Vetlanda,
EvoBus Sverige AB2 Sweden 2019 - 100 100 Dedicated Dedicated Dedicated
Freightliner Custom Chassis Corporation Gaffney,
2 USA 2019 - 100 100 Dedicated Dedicated Dedicated
Grundstücksverw.ges. Evobus GmbH & Schönefeld,
Co. OHG2 Germany 2019 - 100 100 Dedicated Dedicated Dedicated
Grundstücksverwaltungsgesellschaft Schönefeld,
Daimler AG & Co. Alpha 4 OHG10 Germany - - - - Mixed Mixed Mixed
Q4
Grundstücksverwaltungsgesellschaft Schönefeld, 2021/Befo
Daimler AG & Co. Gamma 1 OHG18 Germany re spin-off - - - Dedicated Dedicated Dedicated
Q4
Grundstücksverwaltungsgesellschaft Schönefeld, 2021/Befo
Daimler AG & Co. Gamma 2 OHG18 Germany re spin-off - - - Dedicated Dedicated Dedicated
Q4
Grundstücksverwaltungsgesellschaft Schönefeld, 2021/Befo
Daimler AG & Co. Gamma 3 OHG18 Germany re spin-off - - - Dedicated Dedicated Dedicated
Q4
Grundstücksverwaltungsgesellschaft Schönefeld, 2021/Befo
Daimler AG & Co. Gamma 4 OHG18 Germany re spin-off - - - Dedicated Dedicated Dedicated
São Ber-
nardo do
Campo,
Invema Assessoria Empresarial Eireli15 Brazil - - - - Dedicated Dedicated -
Zwartkop,
South
Koppieview Property (Pty) Ltd10 Africa - - - - Mixed Mixed Mixed
Mis-
sissauga,
Mascot Truck Parts Canada Ltd (2017)2 Canada 2019 - 100 100 Dedicated Dedicated Dedicated
Wilming-
Mascot Truck Parts USA LLC2 ton, USA 2019 - 100 100 Dedicated Dedicated Dedicated
Stuttgart,
Mercedes-Benz AG10 Germany - - - - Mixed Mixed Mixed
Buenos
Aires,
Mercedes-Benz Argentina S.A.U.6 Argentina - - - - Mixed Mixed -
Mercedes-Benz Belgium Luxembourg Brussels,
S.A.6 Belgium - - - - Mixed - -
Buenos
Mercedes-Benz Camiones y Buses Aires,
Argentina SAU.12 Argentina 2020 - - 100 - - Dedicated
Montigny-
le-
Breton-
neux,
Mercedes-Benz CharterWay SAS7 France Q2 2021 - - - Dedicated Dedicated Dedicated
Q4
Mercedes-Benz Corretora de Seguros São Paulo, 2021/Befo
Ltda1 Brazil re spin-off - - - Dedicated Dedicated Dedicated
Q4
Mercedes-Benz do Brasil Assessoria São Paulo, 2021/Befo
Comercial Ltda.1 Brazil re spin-off - - - Dedicated Dedicated Dedicated
São Ber-
nardo do
Campo,
Mercedes-Benz do Brasil Ltda.2,19 Brazil 2020 - - 100 Mixed Mixed Dedicated
Tokyo,
Mercedes-Benz Finance Co., Ltd.8 Japan - - - - Mixed Mixed Mixed
Mercedes-Benz Financial Services Melbourne,
Australia Pty. Ltd.8 Australia - - - - Mixed Mixed Mixed
Mis-
Mercedes-Benz Financial Services sissauga,
Canada Corporation8 Canada - - - - Mixed Mixed Mixed
Centurion,
Mercedes-Benz Financial Services South South
Africa (Pty) Ltd8 Africa - - - - Mixed Mixed Mixed
Mercedes-Benz Financial Services USA Wilming-
LLC8 ton, USA - - - - Mixed Mixed Mixed
Montigny-
le-
Breton-
neux,
Mercedes-Benz France S.A.S.6 France - - - - Mixed - -
F-108
Daimler Truck Business dedication
Entities and operations included in Equity interests in % of legal entities included in the
the scope of combination scope of combination
Legal
City, transfer Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Dec 31,
Company Name Country date 2018 2019 2020 2018 2019 2020
F-109
Daimler Truck Business dedication
Entities and operations included in Equity interests in % of legal entities included in the
the scope of combination scope of combination
Legal
City, transfer Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Dec 31,
Company Name Country date 2018 2019 2020 2018 2019 2020
Mitsubishi Fuso Bus Manufacturing Co., Toyama,
Ltd.2 Japan 2019 - 100 100 Dedicated Dedicated Dedicated
Mitsubishi Fuso Truck and Bus Corpora- Kawasaki,
tion2 Japan 2019 - 89,29 89,29 Dedicated Dedicated Dedicated
MITSUBISHI FUSO TRUCK EUROPE - Tramagal,
Sociedade Europeia de Automóveis, S.A.2 Portugal 2019 - 100 100 Dedicated Dedicated Dedicated
Logan
Township,
Mitsubishi Fuso Truck of America, Inc.2 USA 2019 - 100 100 Dedicated Dedicated Dedicated
Bogor,
P.T. Mercedes-Benz Indonesia6 Indonesia - - - - Mixed - -
Ebina,
PABCO Co., Ltd.2 Japan 2019 - 100 100 Dedicated Dedicated Dedicated
PT Daimler Commercial Vehicles Indo- Jakarta,
nesia2 Indonesia 2019 - 100 100 Dedicated Dedicated Dedicated
PT Daimler Commercial Vehicles Manu- Bogor,
facturing Indonesia12 Indonesia 2019 - 100 100 - Dedicated Dedicated
Renting del Pacífico S.A.C.2 Lima, Peru 2020 - - 100 Dedicated Dedicated Dedicated
Portland,
SelecTrucks of America LLC2 USA 2019 - 100 100 Dedicated Dedicated Dedicated
Mis-
sissauga,
SelecTrucks of Toronto, Inc.2 Canada 2019 - 100 100 Dedicated Dedicated Dedicated
Oriskany,
Setra of North America, Inc.17 USA 2019 - - - Dedicated - -
Portland,
Sterling Truck Corporation2 USA 2019 - 100 100 Dedicated Dedicated Dedicated
Prague,
Czech
Sumperská správa majetku k.s.2 Republic 2019 - 100 100 Dedicated Dedicated Dedicated
Calgary,
Thomas Built Buses of Canada Ltd.2 Canada 2019 - 100 100 Dedicated Dedicated Dedicated
High Point,
Thomas Built Buses, Inc.2 USA 2019 - 100 100 Dedicated Dedicated Dedicated
Blacks-
TORC Robotics, Inc.2 burg, USA 2019 - 75,61 75,61 - Dedicated Dedicated
Atlantis
Industria,
South
Ukuvela Holdings Proprietary Limited Africa 2020 - - 100 - - Dedicated
Atlantis
Industria,
South
Ukuvela Properties (Pty.) Ltd. Africa 2020 - - 100 - - Dedicated
Portland,
Western Star Trucks Sales, Inc2 USA 2019 - 100 100 Dedicated Dedicated Dedicated
1 Shares (100% equity interests) are transferred to the Daimler Truck AG or one of its subsidiaries after Aug 9, 2021 but prior to the spin-off. The
respective legal entities are included retrospectively in the Combined Financial Statements.
2 All shares held by the Remaining Daimler Group are transferred to the Daimler Truck AG or one of its subsidiaries in FY 2019 or FY 2020. The
respective legal entities are included retrospectively in the Combined Financial Statements.
3 Daimler AG is included as a Mixed Entity conducting headquarter functions for the Daimler Truck Business. The legal transfer of the headquarter
functions will occur in 2021 but before spin-off.
4 Entity became an unconsolidated legal entity starting from FY 2019.
5 Represents mixed legal entities that are included in the scope of combination where the Van business is excluded retrospectively as it will transfer
to the remaining Daimler Group or external parties prior to the spin-off.
6 Represents mixed legal entities where the Daimler Truck Business is included in the scope of combination up until the transfer of the net assets to
a Daimler Truck Business dedicated legal entity as part of Project Future.
7 Shares (100% equity interests) are transferred to the Daimler Truck AG or one of its subsidiaries after FY 2020 but before Aug 9, 2021. The re-
spective legal entities are included retrospectively in the Combined Financial Statements.
8 Represents Mixed Entities where the Daimler Trucks & Buses Financial Service operations will transfer to a Daimler Truck NewCo after Aug 9,
2021 but prior to the spin-off.
9 Daimler Mobility AG is included as a Mixed Entity conducting headquarter functions for the Daimler Truck Financial Services. The legal transfer of
the Daimler Truck Financial Services to the newly founded dedicated legal entity will occur in 2021.
10Mixed Entity transfers selected assets and liabilities dedicated to the Daimler Truck Business after Aug 9, 2021 but prior to the spin-off. The assets
and liabilities are included retrospectively in the Combined Financial Statements.
11Entity is unconsolidated in 2018. Starting from 2019 the entity is included in the scope of combination.
12Represents a legal entity fully dedicated to the Daimler Truck Business that was founded in context of Project Future and assumed net assets from
a predecessor mixed legal entity.
13Represents structured entities under control of the Daimler Truck business only existing for a specific purpose (Special Purpose Entity). The
Daimler Trucks & Buses Financial Service operations will transfer to a Daimler Truck NewCo after Aug 9, 2021 but prior to the spin-off.
14Liquidation in 2020 as purpose for structured entity no longer given.
F-110
15Represents legal entities that are disposed before the parent entity is legally transferred to the Daimler Truck AG or one of its' subsidiaries. The
respective legal entities are included retrospectively in the Combined Financial Statements for fiscal years prior to the date of disposal.
16Disposal in FY 2019 due to divestiture.
17Disposal in FY 2019 due to merger.
18Shares are transferred to the Daimler Truck AG or one of its' subsidiaries after Aug 9, 2021 but prior to the spin-off. After transfer of the shares,
the remaining Daimler Group will acquire a non-controlling interest via a capital increase by cash.
19Represents a mixed legal entity that is included in the scope of combination where the Cars business is excluded retrospectively as it was trans-
ferred to the remaining Daimler Group in 2020. In addition, Cars dedicated spare parts are excluded retrospectively as it will be transferred in FY
2021 to remaining Daimler Group.
20Represents a mixed legal entity that is included in the scope of combination where the Cars and Vans business is excluded retrospectively as it was
transferred to the remaining Daimler Group in 2020.
21Mixed Entity transfers selected assets and liabilities dedicated to the Daimler Truck Business after FY 2020 but before Aug 9, 2021. The assets and
liabilities are included retrospectively in the Combined Financial Statements.
22Disposal in FY 2020 due to merger.
F-111
Joint operations, joint ventures, associated companies Equity interest in %
and substantial other investments accounted for at (amortized) cost
Legal
transfer Dec 31, Dec 31, Dec 31,
Company Name Country Investment Type date 2018 2019 2020
North America Fuel Systems Remanufacturing Kentwood,
LLC1 USA Joint operation - at equity 2019 - 50.00 50.00
Beijing Foton Daimler Automotive Co., Ltd1 Beijing, China Joint venture - at equity 2019 - 50.00 50.00
Vienna,
Daimler Kamaz Trucks Holding GmbH Austria Joint venture - at equity 2018 50.00 50.00 50.00
Garcia, Mexi-
Polomex, S.A. de C.V.1 co Joint venture - at equity 2019 - 26.00 26.00
McDonough,
SelecTrucks of Atlanta LLC1,2 USA Joint venture - at equity 2019 - 50.00 -
SelecTrucks of Houston LLC1 Houston, USA Joint venture - at equity 2019 - 50.00 50.00
SelecTrucks of Houston Wholesale LLC¹ Houston, USA Joint venture - at equity 2019 - 50.00 50.00
Council
SelecTrucks of Omaha LLC¹ Bluffs, USA Joint venture - at equity 2019 - 50.00 50.00
Wiesbaden,
COBUS Industries GmbH Germany Joint venture - at cost 2019 - 40.82 40.82
Kleinostheim,
MercedesService Card GmbH & Co. KG Germany Joint venture - at cost 2019 - 51.00 51.00
Jeddah, Saudi
National Automobile Industry Company Ltd. Arabia Joint venture - at cost 2019 - 26.00 26.00
Stuttgart,
TASIAP GmbH Germany Joint venture - at cost 2019 - 60.00 60.00
Kawasaki, Associated company - at
FUSO LAND TRANSPORT & Co. Ltd.¹ Japan equity 2019 - 21.67 21.67
Naberezhnye
Chelny,
Russian Associated company - at
KAMAZ PAO¹ Federation equity 2019 - 15.00 15.00
Kanagawa Mitsubishi Fuso Truck & Bus Sales Yokohama, Associated company - at
Co., Ltd.¹ Japan equity 2019 - 43.83 43.83
Okayama Mitsubishi Fuso Truck & Bus Sales Okayamashi, Associated company - at
Co., Ltd.¹ Japan equity 2019 - 50.00 50.00
Jakarta, Associated company - at
P.T. Krama Yudha Tiga Berlian Motors¹ Indonesia equity 2019 - 30.00 30.00
P.T. Mitsubishi Krama Yudha Motors and Jakarta, Associated company - at
Manufacturing¹ Indonesia equity 2019 - 32.28 32.28
Q4
Berlin, Ger- Associated company - at 2021/Befo
Toll4Europe GmbH3 many equity re spin-off - - -
Circulo Cerrado S.A. de Ahorro para Fines Buenos Aires, Associated company - at
Determinados Argentina cost 2020 - - 21.85
Daimler Coaches North America LLC (former: Wilmington, Associated company - at
REV Coach LLC)4 USA cost 2019 - 20.00 100.00
H2 Mobility Deutschland GmbH & Co. KG Berlin, Ger- Associated company - at
(2,90%)5 many cost Q2 2021 - - -
Taipei, Tai- Associated company - at
MFTB Taiwan Co., Ltd. wan cost 2019 - 33.40 33.40
Omnibus Hungária Kereskedelmi Kft. (former: Budapest, Associated company - at
EvoBus Hungária Kereskedelmi Kft.) Hungary cost 2019 - 33.33 33.33
Ohmuta, Associated company - at
Omuta Unso Co., Ltd. Japan cost 2019 - 33.51 33.51
Associated company - at
Rally Bus Corp. Buffalo, USA cost 2019 - 15.13 15.13
Sannoseki, Associated company - at
Toyo Kotsu Co., Ltd. Japan cost 2019 - 28.20 28.20
Q4
Munich, 2021/Befo
FlixMobility GmbH (3,03%)6 Germany Investment - at cost re spin-off - - -
Menlo Park,
G2VP I, LLC (5,71%)6 USA Investment - at cost Q3 2021 - - -
Berlin, Ger-
IVU Traffic Technologies AG many Investment - at cost 2019 - 5.25 5.25
Burlingame,
Proterra Inc. USA Investment - at cost 2019 - 6.22 6.22
Zonar Systems, Inc.7 Seattle, USA Investment - at cost 2019 - - -
1 Legally transferred to the Daimler Truck Business in FY 2019. The respective joint operation, joint venture or associated company is retrospec-
tively included in the Combined Financial Statements.
2 Disposal in FY 2020 due to divestiture.
3 Legally transferred to the Daimler Truck Business after Aug 9, 2021 but prior to the spin-off. At-equity investments are retrospectively included in
Combined Financial Statements.
4 Associated company at cost in 2018 and 2019. Unconsolidated entity in 2020.
5 Legally transferred to the Daimler Truck Business after FY 2020 but before Aug 9, 2021. At-cost investments are only prospectively included in
Combined Financial Statements.
F-112
6 Legally transferred to the Daimler Truck Business after Aug 9, 2021 but prior to the spin-off. At-cost investments are only prospectively included
in Combined Financial Statements.
7 Disposal in FY 2019 due to divestiture.
F-113
Stuttgart, August 9, 2021
Chairman of the Board of Management of Daimler AG Finance and Controlling Member of the Board of Manage-
ment of Daimler AG
Member of the Board of Management of Daimler AG and Finance and Controlling Member of the Board of Manage-
Chairman of the Board of Management of Daimler Truck AG ment of Daimler Truck AG
F-114
Independent Auditor’s
Report
To Daimler AG, Stuttgart
Opinion
We have audited the accompanying combined financial statements for the “Daimler Truck Business” of
Daimler AG, Stuttgart (“Daimler Truck Business”) as described in Note 2 “Basis of Preparation” of the
notes to the combined financial statements, which comprise the combined statements of financial po-
sition as of and for the year ended December 31, 2018, as of and for the year ended December 31,
2019 and as of and for the year ended December 31, 2020, the combined statements of income, the
combined statement of comprehensive income/loss, the combined statement of changes in equity and
the combined statement of cash flows for the years then ended, and notes to the combined financial
statements, comprising significant accounting policies and other explanatory information.
In our opinion, the accompanying combined financial statements give a true and fair view of the com-
bined financial position of the Daimler Truck Business as of and for the year ended December 31,
2018, as of and for the year ended December 31, 2019 and as of and for the year ended December 31,
2020 and of its combined financial performance and its combined cash flows for the years then ended
in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU.
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsi-
bilities under those standards are further described in the “Auditor’s Responsibilities for the Audit of
the Combined Financial Statements” section of our report. We are independent of the Daimler Truck
Business in accordance with the International Ethics Standards Board for Accountants “Code of Ethics
for Professional Accountants (IESBA Code)” together with the ethical requirements that are relevant to
our audit of the combined financial statements in Germany, and we have fulfilled our other German
professional responsibilities in accordance with these requirements. We believe that the audit evi-
dence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of matter
We draw attention to Note 2 “Basis of Preparation” of the notes to the combined financial statements,
which describes their basis of preparation, including the approach to and the purpose for preparing
them, and the fact that the Daimler Truck Business has not operated as a separate group of entities.
Consequently, the combined financial statements may not necessarily be indicative of the financial
Management of Daimler AG is responsible for the preparation and fair presentation of the combined
financial statements in accordance with IFRS, as adopted by the EU and for such internal control as
management determines is necessary to enable the preparation of combined financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the combined financial statements, Management is responsible for assessing the Daimler
Truck Business’ ability to continue as a going concern, disclosing, as applicable, matters related to go-
ing concern and using the going concern basis of accounting unless management either intends to liq-
uidate the Daimler Truck Business or to cease operations, or has no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the combined financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an audi-
tor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these combined financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain profes-
sional skepticism throughout the audit. We also:
– Identify and assess the risks of material misstatement of the combined financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
– Obtain an understanding of internal control relevant to the audit in order to design audit proce-
dures that are appropriate in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the Daimler Truck Business’s internal control.
– Evaluate the appropriateness of accounting policies used and the reasonableness of accounting es-
timates and related disclosures made by the management.
– Conclude on the appropriateness of Daimler AG management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists re-
lated to events or conditions that may cast significant doubt on the Daimler Truck Business’s ability
– Evaluate the overall presentation, structure and content of the combined financial statements, in-
cluding the disclosures, and whether the combined financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
– Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Daimler Truck Business to express an opinion on the combined finan-
cial statements. We are responsible for the direction, supervision and performance of the audit of
combined financial statements. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in in-
ternal control that we identify during our audit.
Bock Mokler
Wirtschaftsprüfer Wirtschaftsprüfer
[German Public Auditor] [German Public Auditor]
Appendix
Combined Financial Statements as of and for the fiscal years ended December 31, 2020, 2019 and 2018
in accordance with International Financial Reporting Standards (IFRS, as adopted by the EU) Daimler
Truck Business
F-118
Condensed Combined Interim Financial Statements
as of and for the nine-month period ended September 30, 2021
in accordance with
International Financial Reporting Standards
(IFRS, as adopted by the EU)
Daimler Truck Business
(unaudited)
F-119
C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
The accompanying notes are an integral part of these Condensed Combined Interim Financial Statements.
F-120
C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
The accompanying notes are an integral part of these Condensed Combined Interim Financial Statements.
F-121
C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
Assets
Intangible assets 11 1,650 1,682
Property, plant and equipment 12 7,612 7,879
Equipment on operating leases 13 3,506 3,746
Equity-method investments 14 1,385 534
Receivables from financial services 15 8,479 8,318
Marketable debt securities and similar investments 33 27
Other financial assets 16 522 804
Deferred tax assets 1,098 1,258
Other assets 337 328
Total non-current assets 24,622 24,576
Inventories 17 8,492 6,278
Trade receivables 3,473 3,487
Receivables from financial services 15 6,696 6,951
Cash and cash equivalents 1,475 1,663
Marketable debt securities and similar investments 4,334 5,814
Other financial assets 16 725 448
Other assets 1,000 772
Total current assets 26,195 25,413
Total assets 50,817 49,989
The accompanying notes are an integral part of these Condensed Combined Interim Financial Statements.
F-122
C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
The accompanying notes are an integral part of these Condensed Combined Interim Financial Statements.
F-123
C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
The accompanying notes are an integral part of these Condensed Combined Interim Financial Statements.
F-124
C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
Invested eq-
Equity at- uity attributa-
Derivative tributable to ble to non-
financial Treasury Daimler controlling in- Total
instruments shares Group terests equity
In millions of euros
F-125
C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
1. General information (also referred to as “DTAG”), as a subsidiary and being the lead
operating company that bundles the Daimler Truck Business at
Background the time of the spin-off.
Daimler Group is a vehicle manufacturer with a worldwide The Condensed Combined Interim Financial Statements of
product range of premium cars and commercial vehicles. Its Daimler Truck Business for the nine-month period from Janu-
product portfolio is rounded out by a range of financial services ary 1, 2021 to September 30, 2021 (“Condensed Interim Com-
and mobility services. Daimler AG is the Group‘s ultimate par- bined Financial Statements”) are prepared on the same basis
ent company with its registered office located at Mercedes- as the Combined Financial Statements of Daimler Truck Busi-
Benz Straße 120, 70372 Stuttgart, Germany (hereafter also re- ness for the fiscal years ended 2020, 2019 and 2018 (the “Com-
ferred to as “DAG”). It is a stock corporation organized under bined Financial Statements”) and should therefore not be read
the laws of the Federal Republic of Germany and is registered separately but only in combination with each other.
with the commercial register of the District Court of Stuttgart
under No. HRB 19360. DTHAG with Share Capital of EUR 50,000 has been included to
the Scope of Combination from March 25, 2021 (refer to Note
On February 3, 2021, the Supervisory Board and the Board of 30. Scope of combination).
Management of Daimler AG announced the plan for a funda-
mental change in its structure of Daimler AG and its subsidiar- The headquarters and Board of Management of DTAG and
ies (the “Daimler Group”). The intention of this change is to es- DTHAG will be at the Daimler Truck Campus and Mercedes-
tablish two independent companies and to unlock the full po- Benz Campus, which are close to each other in Leinfelden-Echt-
tential of its businesses in a zero-emissions, software-driven fu- erdingen, Stuttgart. In addition to their existing roles within
ture. At an extraordinary meeting the Supervisory Board Daimler Truck Business, the following members of the Board of
granted its approval for the Board of Management’s decision Management of DTAG were appointed as members of the
to evaluate a spin-off of Daimler Group’s Trucks & Buses as de- Board of Management of DTHAG, with effect from July 12,
fined below and to begin preparations for a separate stock ex- 2021:
change listing of the future Daimler Truck group with Daimler
Truck Holding AG (“DTHAG”) as the listed holding company • Martin Daum (appointed until the end of February 2025),
(hereafter referred to as the “Daimler Truck Group”). As a re-
sult of such spin-off, a substantial majority shareholding in • Jochen Götz (appointed until the end of June 2026)
Daimler Truck Group is to be transferred to DAG’s shareholders
allowing for a deconsolidation. Daimler Truck Group shall have In the course of the formation of Daimler Truck Holding AG, Fa-
a fully independent management and a stand-alone corporate bian Römer and Lars Wettlaufer were initially appointed in
governance. Daimler AG would seek Supervisory Board repre- March 2021 as members of the Board of Management.
sentation at Daimler Truck Group in line with the intended de-
consolidation. On July 30, 2021, the Board Members and Su- The aforementioned persons are executives of Daimler AG who
pervisory Board members of DAG, Daimler Truck AG, Mer- were appointed for the purpose of preparing the spin-off and
cedes-Benz AG and Daimler Mobility AG and the Board Mem- hive-down. Both have therefore resigned from office with ef-
bers of DTHAG approved the decision to separate the Daimler fect from the expiry of July 11, 2021.
Truck Group by means of a spin-off. After the planned spin-off
Daimler Group will retain a minority interest of 35% in Daimler The following members of the Supervisory Board of Daimler AG
Truck Holding AG and intends to transfer an interest in Daimler will step down from their DAG roles, and are designated for
Truck Holding AG in the amount of 5% to Daimler Pension Trust election to the Supervisory Board of Daimler Truck Holding AG:
e.V. The spin-off will require the approval from shareholders of
DAG and DTHAG. • Marie Wieck,
In contemplation of the spin-off and subsequent listing the • Joe Kaeser, nominated to lead the Supervisory Board as
Daimler Truck Holding AG with registered office in Stuttgart, Chairman
was founded by a Daimler Group company on March 25, 2021,
and sold to Daimler AG in July 2021. Daimler Truck Holding AG For further information on nominations and composition of the
is a stock corporation organized under the laws of the Federal Board of Management and Supervisory Board of Daimler Truck
Republic of Germany and is registered with the commercial Holding AG, refer to the relevant section in Note 42. Events af-
register of the District Court of Stuttgart under No. HRB ter reporting period in the Combined Financial Statements. Ad-
778600. Daimler Truck Holding AG will be the issuer of the new ditionally, Hartmut Schick will be succeeded by Karl Deppen on
shares and the ultimate parent company of the new stand- the Board of Management of Daimler Truck AG (and similarly
alone Daimler Truck Group, with Daimler Truck AG, Stuttgart for Daimler Truck Holding AG) from December 1, 2021.
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For further information to the background of the Daimler Truck shares in Daimler Truck AG and the spin-off of the control and
Business, please refer to the Note 1. General information in the profit and loss transfer agreement existing between Daimler
Combined Financial Statements. AG and Daimler Truck AG. The Demerger Report, signed on Au-
gust 9, 2021, as well as the further documents required by the
Further details on the legal reorganization under common con- transformation act have been made available to the sharehold-
trol of Daimler AG up until the spin-off are provided in Note 2. ers on the Internet at the Investor Relation section of the
Basis of preparation and Note 29. Events after the reporting Daimler website.
period. The respective transfers are referred to as “Phase 1”
transfers, whereas transfers that shall be conducted effectively The Demerger Agreement has been approved by the extraordi-
after the listing, and as such then constitute third party trans- nary general meeting of Daimler AG on October 1, 2021 and
actions, are referred to as “Phase 2” transfers. the extraordinary general meeting of DTHAG on November 5,
2021.
The listing on the stock exchange is contemplated to take place
immediately after the legal demerger in early December 2021 Accordingly, DTHAG will be the issuer of all new shares. The
and is dependent on the ability to resolve possible actions for shares are to be admitted to trading on the regulated market
avoidance taken by shareholders. The demerger will be con- segment (regulierter Markt) of the Frankfurt Stock Exchange
ducted by way of a spin-off and a simultaneous hive-down of (Frankfurter Wertpapierbörse), Germany, with simultaneous
DAG’s shareholding in DTAG into Daimler Truck Holding AG admission to the sub-segment of the regulated market with ad-
(Abspaltung und Ausgliederung zur Aufnahme), with the (i) is- ditional post-admission obligations (Prime Standard) of the
suance of new shares in Daimler Truck Holding AG to the Frankfurt Stock Exchange.
shareholders of Daimler AG (Abspaltung) and the (ii) issuance
of new shares in Daimler Truck Holding AG to DAG (Aus- According to the Commission Delegated Regulation (EU)
gliederung) in exchange for the transfer of the investment. 2019/980 (the "Regulation"), an issuer must present audited
historical financial information covering the latest three finan-
However, immediately after the spin-off and the hive-down, cial years as well as the latest interim financial statements in a
DTHAG will issue additional new shares to Daimler Verwaltung- securities prospectus for the contemplated listing on the stock
sgesellschaft für Grundbesitz mbH, Schönefeld (“Daimler exchange. Given that the Daimler Truck Business was not a
Grund”), a direct and fully owned subsidiary of Daimler AG, in group in accordance with IFRS 10 prior to the completion of
exchange for a capital contribution in kind by Daimler Grund the legal reorganization and due to the significant restructuring
into DTHAG, that is a contribution of its shareholding in Daim- in the context of the legal reorganization, DTHAG has a “Com-
ler Truck AG as further discussed in Note 2. Basis of Prepara- plex Financial History” according to the Regulation as there is
tion – Special Considerations in the Combined Financial State- no historical financial information for the Daimler Truck Group
ments. as of and for the fiscal years ended December 31, 2020, 2019
and 2018 and for the nine-month period ended September 30,
The legal steps necessary to execute and close the demerger 2021 that reflects the entire operations of Daimler Truck
transaction, including the aforementioned capital contribution, Group.
has been set forth and agreed on in the Spin-Off and Hive-
Down Agreement (Demerger Agreement) by and between Therefore, Daimler AG’s, Daimler Truck AG’s and Daimler Truck
Daimler AG and Daimler Truck Holding AG, which has been Holding AG’s management have prepared (in addition to the
signed and notarized on August 6, 2021, comprising of several Combined Financial Statements which in general reflect the
Annexes, including the Group separation agreement and the Daimler Truck Business), the Condensed Interim Combined Fi-
Deconsolidation agreement. nancial Statements for the nine-month ended September 30,
2021. The legal entities and operations of Daimler Trucks &
• The Group separation agreement (Konzerntrennungsver- Buses and Daimler Trucks Financial Services that will be trans-
trag) contains guiding principles and provisions on the le- ferred after spin-off and listing (Phase 2) are not reflected in
gal relationships between Daimler AG and Daimler Truck the Condensed Combined Interim Financial Statements. For de-
Holding AG and their respective group companies, a com- tailed information on the scope of combination please refer to
mitment towards the execution and completion of reor- Note 2. Basis of preparation and Note 30. Scope of combina-
ganization measures, both before and after the effective tion.
spin-off, reflecting their historical joint affiliations.
The Condensed Combined Interim Financial Statements com-
• The Deconsolidation agreement (Entkonsolidierungsver- prise the Combined Statement of Financial Position as of Sep-
einbarung) stipulates that Daimler AG and Daimler Grund tember 30, 2021 and December 31, 2020, Combined Statement
will not exercise their voting rights for the election of two of Income, Combined Statement of Comprehensive Income,
out of ten members of the Supervisory Board of DTHAG in Combined Statement of Changes in Equity, Combined State-
order to ensure deconsolidation of DTHAG from DAG un- ment of Cash Flows for the nine-month period ended Septem-
der IFRS. ber 30, 2021 and 2020 and the Notes to the Condensed Com-
bined Interim Financial Statements for the nine-month period
With the convocation of the extraordinary general meeting of ended September 30, 2021, prepared on a going concern basis.
Daimler AG on October 1, 2021, the Demerger Agreement in-
cluding annexes has been disclosed in the Federal Gazette on The Condensed Combined Interim Financial Statements are
August 17, 2021, along with a reference to the Joint Spin-Off presented in Euros. Amounts are stated in millions of Euros, ex-
and Hive-Down Report (Demerger Report) of the Board of cept where otherwise indicated. Rounding differences may
Management of DAG and the Board of Management of Daimler arise when individual amounts or percentages are added to-
Truck Holding AG concerning the spin-off and hive-down of gether.
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C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
The Condensed Combined Interim Financial Statements were the fiscal years ended 2020, 2019 and 2018, unless stated oth-
prepared and authorized for issuance on November 5, 2021 by erwise in this section, and should therefore not be read sepa-
the Boards of Management of Daimler AG, Daimler Truck AG rately but only in combination with each other.
and Daimler Truck Holding AG.
Scope of combination
Description of the Daimler Truck Group
The scope of combination for the Condensed Combined In-
Daimler Trucks & Buses develops, manufactures and distrib- terim Financial Statements of Daimler Truck Business for the
utes trucks and buses and provides services to its customers. nine months from January 1, 2021 to September 30, 2021 was
Trucks are distributed under the brand names Mercedes-Benz, determined based on the legal reorganization concept.
Freightliner, FUSO, Western Star and BharatBenz. Furthermore,
buses under the brands SETRA, Mercedes-Benz, Thomas Built Refer to Note 30. Scope of combination, for an overview of the
Buses and FUSO are included in the product range of Daimler entities and operations that are in scope of combination for
Trucks & Buses which sells its buses completely built-up as well the respective reporting periods presented in the Condensed
as the bus chassis only. Combined Interim Financial Statements. For further infor-
mation on the legal reorganization of Phase 1 also refer to
Daimler Trucks Financial Services supports the sales of the Note 29. Events after the reporting period.
Daimler Truck Group brands worldwide with tailored financial
services. These services range from customized leasing, financ- Condensed Combined Interim Financial Statements
ing and insurance packages to flexible rental models and other
dynamic customer solutions for business customers. Daimler Truck Business has prepared the Condensed Combined
Interim Financial Statements in accordance with International
For the reporting periods under consideration, activities of Financial Reporting Standards (“IFRS”) as adopted by the Euro-
Daimler Trucks & Buses and Daimler Trucks Financial Services pean Union (“EU”) and, in particular, for interim financial infor-
have been conducted in a variety of legal entities, many of mation according to International Accounting Standard (“IAS”)
which also conducted other business activities than Daimler 34, Interim Financial Reporting.
Truck Business operations (the “Mixed Entities”) and many of
which solely conducted Daimler Truck Business operations (the Since IFRS provides no guidelines for the preparation of Con-
“Dedicated entities”), but have not been subsidiaries of DTAG densed Combined Interim Financial Statements, rules given in
nor of DTHAG. IAS 8.12 have been used. IAS 8.12 requires the consideration of
the most recent pronouncements of other standard-setting
In the IFRS Interim Consolidated Financial Statements of Daim- bodies, other financial requirements, and recognized industry
ler AG for the nine-month period ended September 30, 2021 practices. Consistent with the Combined Financial Statements,
and 2020 Daimler Trucks & Buses has been generally included the predecessor accounting approach has been applied in the
in the reportable segment “Daimler Trucks & Buses”. Condensed Combined Interim Financial Statements of Daimler
Truck Business following IAS 8.12. Furthermore, the same com-
As discussed above, in order to complete the formation of bination rules have been applied as in the Combined Financial
Daimler Trucks & Buses and Daimler Trucks Financial Services Statements. The Management of Daimler Truck Business uses
as a stand-alone group, independent from Daimler Group, significant judgment in developing and applying accounting
Daimler Group is implementing Phase 1 reorganization policies and combination rules, which produce information
measures to establish the Daimler Truck Group in December that is relevant to users, reliable and free from bias, and com-
2021, as well as Phase 2 reorganization measures subsequent plete in all material respects. Thus, the Condensed Combined
to the spin-off and listing. Interim Financial Statements presented here do not necessarily
reflect the financial position and results of operations that
Initial Phase 1 steps to bundle Daimler Trucks & Buses into a would have occurred if Daimler Truck Business had existed as a
subgroup led by Daimler Truck AG were already executed as separate group in the periods presented.
part of the restructuring of the Daimler Group in 2018 and
2019, and to a smaller extent in 2020 and early 2021 (in the fol- All significant intercompany accounts and transactions have
lowing referred to as “Project Future”), by transferring Dedi- been eliminated. In the opinion of the management, the Con-
cated entities as well as separating and transferring Daimler densed Combined Interim Financial Statements reflect all ad-
Trucks & Buses operations in Mixed Entities, including commer- justments necessary for a fair presentation of the profitability,
cial vehicle activities in Daimler AG, to Daimler Truck AG or liquidity and capital resources, and financial position of the
Dedicated entities. In this context, the hive-down of invest- Daimler Truck Business. Results for the interim periods pre-
ments held by Daimler AG and of certain other assets to DTAG sented are not necessarily indicative of the results that may be
in 2019 represented the central step in the restructuring pro- expected for any future period or for the full financial year.
cess. As of December 31, 2017, Daimler Truck AG did not yet
hold any material investments in subsidiaries or other entities. Significant changes to the basis of preparation or other spe-
cial considerations
2. Basis of preparation
Cellcentric
These Condensed Combined Interim Financial Statements of
Daimler Truck Business for the nine months period from Janu- In November 2020, the Volvo Group and Daimler Truck AG
ary 1, 2021 to September 30, 2021 are prepared on the same signed a binding agreement on the establishment of a joint
basis of preparation as the Combined Financial Statements for venture for fuel-cell activities. They completed the transaction
on 1 March 2021. In 2020 the Daimler Group placed the assets
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C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
and liabilities of the Group-wide fuel-cell activities in the Daim- ods beginning on or after January 1, 2021. Daimler Truck Busi-
ler Truck Fuel Cell GmbH & Co. KG, a wholly owned subsidiary ness has not opted for early adoption and no significant impact
of Daimler Truck AG. Upon completion of the transaction, is expected.
Volvo Group acquired 50 percent of the shares in Daimler
Truck Fuel Cell GmbH & Co KG for €639 million. The two parties 4. Accounting estimates and management
agreed to rename the company cellcentric GmbH & Co. KG judgments
(“cellcentric”) with its principal place of business in Nabern,
Germany. In the Condensed Combined Interim Financial Statements, to a
certain degree, estimates and management judgments are re-
Upon completion of the transaction in March 2021, income be- quired. These can affect: (1) the reporting of assets and liabili-
fore taxes of €1,215 million, of which €624 million is ac- ties; (2) the reporting of contingent assets and liabilities on the
counted for in particular by the remeasurement of the interest balance sheet date; and (3) the amounts of income and ex-
in cellcentric that is still held by Daimler Truck Business, and a pense reported for the period. The condensed combined in-
cash inflow of €634 million were recognised at the Daimler terim financial information presented herein does not neces-
Truck Business. sarily reflect the net assets, financial position, results of opera-
tions and capital structure that would have occurred if the
Before this date, the fuel cell activities were included in full in Daimler Truck Business had existed as a separate, stand-alone
these Condensed Combined Interim Financial Statements. Af- group in the reporting periods under consideration. The fact
ter completion of the transaction, cellcentric is accounted us- that the Daimler Truck Business did not historically exist there-
ing the equity-method and allocated to Reconciliations within fore limits the validity of the condensed combined interim fi-
the segment reporting. nancial information. It also means that the condensed com-
bined interim financial information cannot be used to forecast
Segment Reporting the future development of the operations that have been com-
bined to form the Daimler Truck Group.
In July 2021, Daimler Truck Business implemented its regular
management reporting to the Board of Management of Daim- In preparing the Condensed Combined Interim Financial State-
ler Truck AG and Daimler Truck Holding AG based on the new ments, additional assumptions and estimates were made, par-
segment structure. The segment reporting presented in the ticularly in connection with (i) legal entities and operations to
Condensed Combined Interim Financial Statements represent be transferred and the execution of the demerger (ii) the exe-
the new reporting structure for all periods presented. cution of the legal transfer concept at Mixed Entities, (iii) final
employee transfer concept, (iv) funding of Daimler Truck AG
3. Significant accounting policies contractual trust arrangements and (v) the execution of a new
license agreement relating to the Mercedes-Benz brand as fur-
Accounting policies ther discussed in the section Management judgment and esti-
mation uncertainties in Note 2. Basis of preparation of these
The accounting principles applied in the preparation of the Condensed Combined Interim Financial Statements and of the
Condensed Combined Interim Financial Statements as of and Combined Financial Statements. Further assumptions relating
for the nine-month period ended September 30, 2021 are con- to the attribution of assets, liabilities and income and expenses
sistent with those used in the preparation of the Combined Fi- in the Combined Financial Statements are disclosed in Note 2.
nancial Statements for fiscal year ended 2020, 2019 and 2018. Basis of preparation of these Condensed Combined Interim Fi-
nancial Statements and of the Combined Financial Statements.
IFRS issued, EU endorsed and initially adopted in the report- These assumptions and estimates affect the amounts and the
ing period reporting of recognized assets and liabilities, income and ex-
penses and contingent liabilities. The actual amounts therefore
In the second quarter of 2020, the International Accounting may vary from these estimates.
Standards Board published an amendment to IFRS 16 (“Covid-
19-Related Rent Concessions”), in which they provide an ac- Extension of useful lives for property, plant and equipment
counting policy choice to lessees to apply practical relief for prospectively from January 2021
rent concessions arising because of the Covid-19 pandemic.
Daimler Truck Business does not apply this practical expedient The Daimler Truck Business has been confronted with world-
for lessees. Similarly, Daimler Truck Business has not applied wide competitive pressure and technological changes. Our con-
the updated amendment to IFRS 16 (“Covid-19-Related Rent tinuous efforts to increase efficiency include improving the uti-
Concessions beyond 30 June 2021”), as adopted by the E.U. in lization of our production facilities. Within the context of the
August 2021. regular review of useful lives, the useful lives for scheduled de-
preciation of property, plant and equipment were reassessed
In August 2020 the IASB published amendments to IFRS 9, IAS and partially extended at the end of 2020.
39, IFRS 7, IFRS 4 and IFRS 16 (Interest Rate Benchmark Reform
– Phase 2: Amendments to IFRS 9, IAS 39, IFRS 7, IFRS and IFRS This change in estimates has been applied from January 1,
16). The amendments address issues related to the application 2021 and leads to a positive impact on earnings before interest
of the reform and its effects on financial reporting for lease and taxes (EBIT) of €93 million in the nine-month period ended
contracts, hedges and other financial instruments caused by re- September 30, 2021. The impact is mainly included in the cost
placing existing interest-rate benchmarks with alternative of sales.
benchmark rates. Application is mandatory for reporting peri-
The expected full-year effects are €0.1 billion in 2021 and €0.1
billion in 2022.
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C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
5. Revenue
Revenue disclosed in the Combined Statement of Income in-
cludes revenue from contracts with customers and other reve-
nue not in the scope of IFRS 15.
Q1-3 2021
Europe 7,348 67 74 1,388 - 8,877 -522 8,355
North America 821 10,834 61 110 57 11,883 -842 11,041
Asia 806 11 3,424 41 7 4,289 -321 3,968
Latin America 1,695 105 95 261 8 2,164 -92 2,072
Other markets 673 166 685 62 29 1,615 -3 1,612
Revenue according to IFRS 15 11,343 11,183 4,339 1,862 101 28,828 -1,780 27,048
Other revenue 445 2 16 181 757 1,401 -31 1,370
Total revenue 11,788 11,185 4,355 2,043 858 30,229 -1,811 28,418
Trucks Daimler
Mercedes- North Trucks Daimler Financial Total Recon- Truck Busi-
Benz America Asia Buses Services segments ciliation ness
In millions of euros
Q1-3 2020
Europe 6,007 51 154 1,599 - 7,811 -383 7,428
North America 468 9,571 68 72 30 10,209 -482 9,727
Asia 975 33 3,584 48 4 4,644 -321 4,323
Latin America 951 43 63 236 8 1,301 -88 1,213
Other markets 518 74 207 107 34 940 -45 895
Revenue according to IFRS 15 8,919 9,772 4,076 2,062 76 24,905 -1,319 23,586
Other revenue 453 51 21 215 843 1,583 -15 1,568
Total revenue 9,372 9,823 4,097 2,277 919 26,488 -1,334 25,154
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C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
6. Functional costs Other operating expense was €‑245 million in the nine-month
period ended September 30, 2021 (Q1-3 2020: €‑80 million), of
Cost of sales this €-52 million related to changes in provisions for liabilities
and litigation (Q1-3 2020 Other operating income: €60 million),
Cost of sales amounted to €23,126 million in the nine-month which is primarily allocated to Reconciliation within the Seg-
period ended September 30, 2021 (Q1-3 2020: €21,622 mil- ment reporting.
lion). It primarily comprises the expenses of goods sold.
Other operating expense includes an impairment loss of
Selling expenses €‑40 million on the goodwill related to the Financial Services
segment for the nine-month period ended September 30, 2021
In the nine-month period ended September 30, 2021 selling ex- (Q1-3 2020: €0 million).
penses amounted to €1,924 million (Q1-3 2020: €1,885 mil-
lion). They consist of direct selling costs as well as selling over- 8. Other financial income/expense
head expenses and comprise personnel expenses, material
costs and other selling costs. Table C.08 shows the components of other financial in-
come/expense, net.
General administrative expenses
General administrative expenses amounted to €1,143 million in Other financial income/expense, net
the nine-month period ended September 30, 2021 (Q1-3 2020:
€1,060 million). They consist of expenses which are not at- Q1-3 2021 Q1-3 2020
tributable to production, sales or research and development In millions of euros
functions, and comprise personnel expenses, depreciation and
amortization of fixed and intangible assets, and other adminis- Income and expense from compounding and
effects from changes in discount rates of pro-
trative costs. visions for other risks 22 -39
Miscellaneous other financial income/ex-
Research and non-capitalized development costs pense, net 38 9
60 -30
Research and non-capitalized development costs amounted to
€991 million in the nine-month period ended September 30,
2021 (Q1-3 2020: €1,075 million). They primarily comprise per- 9. Interest income and interest expense
sonnel expenses and material costs.
The composition of interest income and interest expense is
In all functional cost areas, there were expenses from person- shown in table C.09.
nel-cost optimization programs in connection with the
measures agreed with the General Works Council of Daimler
Group in December 2019 to reduce costs and reduce jobs in a Interest income and interest expense
socially responsible manner. The expenses were mainly at-
tributable to the Mercedes-Benz segment. Table C.07 pro- Q1-3 2021 Q1-3 2020
vides an overview of the composition of these expenses. In millions of euros
Interest income
Interest and similar income 38 50
Expenses associated with personnel-cost optimization programs 38 50
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C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
Intangible assets
Sept. 30, Dec. 31,
13. Equipment on operating leases
2021 2020
In millions of euros At September 30, 2021, the carrying amount of equipment on
operating leases was €3,506 million (December 31, 2020:
Goodwill (acquired) 616 626 €3,746 million). In the nine-month period ended September 30,
Development costs (internally generated) 715 721 2021, additions and disposals amounted to €734 million and
Other intangible assets (acquired) 319 335 €1,023 million respectively (Q1-3 2020: €758 million and
1,650 1,682 €975 million). Depreciation for the nine-month period ended
September 30, 2021 was €522 million (Q1-3 2020: €667 mil-
lion). Other changes primarily comprise the effects of currency
Intangible assets include capitalized development costs (inter- translation.
nally generated) of €147 million for the nine-month period
ended September 30, 2021 (Q1-3 2020: €70 million). Amortiza-
tion of capitalized development costs for the nine-month pe-
riod ended September 30, 2021 amounted to €153 million (Q1-
3 2020: €170 million).
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C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
Key figures on interests in joint ventures accounted for using the equity method
cellcentric² BFDA Others Total
In millions of euros
The profit/loss on equity method investments of BFDA includes Following the transaction and until September 30, 2021, Daim-
an impairment loss reversal of €75 million in the nine-month ler Truck Business and Volvo Group made a total of €132 mil-
period ended September 30, 2021 (2020 Q1-3: €0 million) trig- lion capital contributions to cellcentric, therefore resulting in
gered by the confirmation of the production and distribution of an increase in Daimler Truck Business’ equity investment share
Mercedes-Benz branded heavy duty trucks in China from Q4 by €66 million.
2022 onwards.
KAMAZ
Cellcentric
In September 2021, Daimler Truck AG transferred its 15% hold-
In November 2020, the Volvo Group and Daimler Truck AG ing in KAMAZ PAO (“KAMAZ”) to Daimler AG for cash consider-
signed a binding agreement on the establishment of a joint ation of €132 million, presented within Proceeds from disposal
venture for fuel-cell activities. Daimler Truck Fuel Cell GmbH & of shareholdings in the Combined Statement of Cash Flows. As
Co. KG was a wholly owned subsidiary of Daimler Truck AG, at September 30, 2021, Daimler Truck Business holds 0% share
which concentrates the assets and liabilities of the fuel-cell ac- of KAMAZ. The carrying value of the investment was €131 mil-
tivities. The Volvo Group acquired 50 percent of the shares in lion at date of disposal, after including equity result and rever-
Daimler Truck Fuel Cell GmbH & Co. KG for €639 million. The sal of historical impairment loss.
two parties agreed to rename the company cellcentric GmbH &
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C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
For the nine-month period ended September 30, 2021, the eq-
uity result for KAMAZ was €-40 million, which is presented
within the Mercedes-Benz segment. This amount is comprised
of: (1) a positive effect from the impairment loss reversal of
€58 million (due to increase in share price); (2) the positive ef-
fect from the share of nine-month equity result of €11 million;
(3) the €1 million gain on disposal on cash consideration
against carrying value; and (4) a loss on disposal related to re-
cycling of cumulative foreign exchange movements of €-110
million from Other Comprehensive Income.
Non-cur- Non-cur-
Current rent Total Current rent Total
In millions of euros
Sales financing with customers 3,557 6,625 10,182 3,457 6,624 10,081
Sales financing with dealers 2,316 656 2,972 2,702 550 3,252
Finance lease contracts 943 1,462 2,405 904 1,403 2,307
Gross carrying amount 6,816 8,743 15,559 7,063 8,577 15,640
Loss allowances -120 -264 -384 -112 -259 -371
Net carrying amount 6,696 8,479 15,175 6,951 8,318 15,269
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C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
17. Inventories Also included in this line item are equity contributions or with-
drawals with dedicated legal entities for transactions such as
Inventories are comprised as follows: dividend distributions and other equity transactions.
The individual components of equity and their development in Composition of provisions for pensions and similar obligations
the nine-month periods ended September 30, 2021 and 2020 Sept. 30, Dec. 31,
are presented as in the Combined Statement of Changes in Eq- 2021 2020
uity. In millions of euros
As stated in Note 1. General information, the Daimler Truck Provision for pension benefits 2,135 2,915
Business was not a legal group for consolidated financial state- Provision for other post-employment
benefits 617 615
ments reporting purposes in accordance with IFRS 10 “Consoli- 2,752 3,530
dated Financial Statements”, in the periods presented. The To-
tal equity of the Daimler Truck Business consists of the Equity
Provision for pension benefits liabilities decreased by €780 mil-
attributable to the Daimler Group and the Invested equity at-
lion in the nine-month period ended September 30, 2021 pri-
tributable to non-controlling interests.
marily due to a significant increase in discount rates.
Invested equity attributable to the Daimler Group
Development of funded status
The invested equity attributable to the Daimler Group was de-
The funded status of pension obligations is shown in table
rived by aggregating the net assets of the Daimler Truck Busi-
C.20. The decrease in the present value of defined benefit obli-
ness operating activities that were or are being conducted by
gations resulted especially from the significant increase in dis-
direct or indirect subsidiaries of Daimler AG.
count rates.
Line item “Transactions with Daimler Group” as presented in
the Combined Statement of Changes in Equity
Development of funded status
Sept. 30, Dec. 31,
During the nine-month period ended September 30, 2021, 2021 2020
transactions with remaining Daimler Group were €-1,167 mil- In millions of euros
lion (Q1-3 2020: €487 million).
Present value of the defined
The line item "Transactions with Daimler Group" mainly con- benefit obligation -8,010 -8,555
tains specifics in relation to the combination rules as described Fair value of plan assets 5,880 5,644
Net defined benefit liability -2,130 -2,911
in Note 2. Basis of preparation in the Combined Financial State-
thereof recognized in other assets 5 4
ments. In the nine-month period ended September 30, 2021
thereof recognized in provisions
this primarily relates to purchase price payments from acquisi- for pensions and similar obligations -2,135 -2,915
tions with Daimler Group. In addition, impacts from the
changes in the scope of combination from mixed legal entities
to dedicated legal entities or from mergers, as described in
Note 30. Scope of combination, are also reflected in the line
item "Transactions with Daimler Group".
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C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
Current
Liabilities to external financial institutions 693 575
Liabilities to remaining Daimler Group 4,489 4,918
Financing liabilities
Sept. 30, 2021 Dec. 31, 2020
Non-cur- Non-cur-
Current rent Total Current rent Total
In millions of euros
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C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
23. Legal proceedings sion found that Daimler AG participated in the relevant ar-
rangements from January 17, 1997 to January 18, 2011. The in-
Legal entities and operations in scope of combination of the dividual fine imposed on Daimler AG by the European Commis-
Daimler Truck Business are or may potentially be confronted sion’s settlement decision amounted to €1.09 billion and has
with various legal proceedings, claims as well as governmental been paid in full.
investigations and orders (legal proceedings) on a large num-
ber of topics, including vehicle safety, emissions, fuel economy, Following the settlement decision by the European Commis-
financial services, dealer, supplier and other contractual rela- sion, legal actions, class actions and other forms of legal re-
tionships, intellectual property rights (including but not limited dress for damages by direct and indirect truck customers have
to patent infringement actions), warranty claims, environmen- been filed or initiated against Daimler AG as the then control-
tal matters, antitrust matters (including actions for damages) ling parent of the Daimler Truck Business and against the Daim-
as well as investor litigation. Product-related litigation involves ler Truck Business in several jurisdictions. In addition, a number
claims alleging faults in vehicles. Some of these claims are as- of further claims may be made against Daimler AG and/or the
serted by way of class actions. If the outcome of such legal pro- Daimler Truck Business in the future. Damage claims could re-
ceedings is detrimental to Daimler Truck Business or such legal sult in substantial liabilities for the Daimler Truck Business as
proceedings are settled, Daimler Truck Business may be re- well as significant costs expended for defense measures, which
quired to pay substantial compensatory and punitive damages may have a material adverse effect on its operations and, fi-
or to undertake service actions, recall campaigns, monetary nancial condition. Due to the joint and several liability with
penalties or other costly actions. Legal proceedings and related other truck manufacturers, such liability could extend beyond
settlements may have an impact on Daimler Truck Business’ trucks sold by the Daimler Truck Business and the Daimler
reputation. Truck Business may, as a result of this, have a claim for contri-
bution against the other jointly liable parties.
Antitrust law proceedings (including actions for damages)
In relation to the cartel infringement described above, most
Daimler AG, the current parent entity of the Daimler Truck substantial claims (including certain types of class actions or
Business, was subject to an antitrust proceeding initiated by aggregator claims) are pending or have been initiated in Ger-
the European Commission. In July 2016, the European Commis- many, the United Kingdom, the Netherlands and Spain. Claims
sion issued a settlement decision against Daimler AG and four are also pending in certain other European countries and in Is-
other European truck manufacturers for their participation in rael (in total in approx. 20 countries).
anticompetitive behavior in violation of European antitrust
rules as regards pricing and passing on the costs of compliance Daimler Truck Business is taking appropriate legal remedies to
with stricter emission rules for trucks. The European Commis- defend itself.
F-137
C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
F-138
C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
Financial assets
Receivables from financial services 15,175 15,278 15,269 15,466
Trade receivables 3,473 3,473 3,487 3,487
Cash and cash equivalents 1,475 1,475 1,663 1,663
Marketable debt securities and similar investments 4,367 4,367 5,841 5,841
Recognized at fair value through other comprehensive income 125 125 108 108
Recognized at fair value through profit or loss 10 10 - -
Measured at amortized cost 4,232 4,232 5,733 5,733
Other financial assets
Equity instruments and debt instruments 275 275 191 191
Recognized at fair value through other comprehensive income 93 93 96 96
Recognized at fair value through profit or loss 182 182 95 95
Other financial assets recognized at fair value through profit or loss 3 3 28 28
Derivative financial instruments used in hedge accounting 75 75 197 197
Other receivables and miscellaneous other financial assets 849 849 787 787
25,692 25,795 27,463 27,660
Financial liabilities
Financing liabilities 17,606 17,638 19,209 19,246
Trade payables 3,720 3,720 3,043 3,043
Other financial liabilities
Financial liabilities recognized at fair value through profit or loss 2 2 2 2
Derivative financial instruments used in hedge accounting 25 25 57 57
Miscellaneous other financial liabilities 4,252 4,252 4,245 4,245
Contract and refund liabilities
Obligations from sales transactions 335 335 363 363
25,940 25,972 26,919 26,956
The fair values of financial instruments were calculated on ba- Daimler Truck Business does not generally intend to sell its eq-
sis of market information available on the reporting date. The uity instruments which are presented at September 30, 2021.
following methods and premises were used:
Marketable debt securities and equity instruments recognized
Marketable debt securities and similar investments, other fi- at fair value were measured using quoted market prices at the
nancial assets and liabilities end of the reporting period. If quoted market prices were not
available for these debt and equity instruments, fair-value
Marketable debt securities are recognized at fair value through measurement is based on inputs that are either directly or indi-
other comprehensive income or at fair value through profit or rectly observable in active markets. Fair values are calculated
loss. Similar investments (including cash pool receivables from using recognized financial valuation models such as discounted
remaining Daimler Group) are measured at amortized cost and cash flow models or multiples.
are not included in the measurement hierarchy, as their carry-
ing amounts are a reasonable approximation of fair value due The marketable debt securities and similar investments with a
to the short terms of these financial instruments and the fun- carrying amount of €4,367 million (December 31, 2020:
damentally lower credit risk. €5,841 million) are part of the Daimler Truck Business’ liquidity
management and comprise of financial instruments recognized
Equity instruments are recognized at fair value through other at fair value through other comprehensive income or fair value
comprehensive income or at fair value through profit or loss. through profit and loss or at amortized cost for the cash pool
receivables from remaining Daimler Group.
F-139
C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
Other financial assets and liabilities recognized at fair value Contract and refund liabilities
through profit or loss include derivative financial instruments
not used in hedge accounting. These financial instruments as Contract and refund liabilities include obligations from sales
well as derivative financial instruments used in hedge account- transactions that qualify as financial instruments.
ing comprise:
• Derivative currency-hedging contracts; the fair values of Obligations from sales transactions should, in principle, be re-
cross-currency interest-rate swaps are determined on the garded as short term. Due to the short maturities of these fi-
basis of the discounted estimated future cash flows (tak- nancial instruments, it is assumed that their fair values are
ing into account of credit premiums and default risks) us- equal to their carrying amounts.
ing market interest rates appropriate to the remaining
terms of the financial instruments. The valuation of cur- Table C.26 provides an overview of the classification into
rency forwards is based on market quotes of forward measurement hierarchies of financial assets and liabilities rec-
curves; currency options are measured with option-pricing ognized at fair value (according to IFRS 13). At the end of each
models using market data. reporting period, Daimler Truck Business reviews the necessity
for reclassification between the fair-value hierarchies. Due to
• Derivative interest-rate hedging contracts; the fair values an IPO, the investment in Proterra was reclassified from Level 3
of interest-rate hedging instruments (e.g. interest-rate to Level 1 in Q2 2021.
swaps) are calculated on the basis of the discounted esti-
mated future cash flows (taking into account of credit pre- For the determination of the credit risk from derivative finan-
miums and default risks) using the market interest rates cial instruments which are allocated to the Level 2 measure-
appropriate to the remaining terms of the financial instru- ment hierarchy, portfolios are managed on the basis of net ex-
ments. posure.
F-140
C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
The Bridge Facility will have a term of twelve months with two
six-month extension options.
F-141
C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
Q1-3 2021
External revenue 10,390 11,116 4,106 1,954 851 28,417 1 28,418
Intersegment revenue 1,398 69 249 89 7 1,812 -1,812 -
Total revenue 11,788 11,185 4,355 2,043 858 30,229 -1,811 28,418
Segment profit/loss (EBIT) 330 1,205 316 -74 121 1,898 1,042 2,940
Trucks Daimler
Mercedes- North Trucks Daimler Financial Total Recon- Truck Busi-
Benz America Asia Buses Services segments ciliation ness
In millions of euros
Q1-3 2020
External revenue 8,394 9,747 3,895 2,188 915 25,139 15 25,154
Intersegment revenue 978 76 202 89 4 1,349 -1,349 -
Total revenue 9,372 9,823 4,097 2,277 919 26,488 -1,334 25,154
In the nine-month period ended September 30, 2021, the EBIT In the nine-month period ended September 30, 2021, Other
for the Financial Services segment includes goodwill impair- business activities and corporate items is comprised primarily
ment loss of €40 million. With the implementation of the new of operational expenses of €76 million related to Daimler Truck
management reporting and formation of the new Daimler Business’s autonomous driving business activities (Q1-3 2020:
Truck Management Board in Q3, goodwill from Financial Ser- €58 million).
vices allocated to Daimler Truck Business has been tested and,
as per IAS 36.105(a), impaired to a carrying value of €0 million. In the nine-month period ended September 30, 2020, Other
business activities and corporate items includes €44 million re-
Reconciliation lated to Daimler Truck Business’s fuel cell activities.
F-142
C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
Daimler Truck Business has not existed as a separate legal Related companies include, in particular, companies of the
group since it did not have a parent company during the peri- Daimler Group (Daimler AG and its direct and indirect subsidi-
ods presented in the Condensed Combined Interim Financial aries – without Daimler Truck Business operations), since the
Statements. Daimler Truck Business was controlled by Daimler AG for the
periods under consideration. Related companies also include
For purposes of the spin-off, the Company has determined the non-consolidated Daimler Truck Business legal entities, opera-
planned number of ordinary shares that the shareholders of tions and joint ventures.
Daimler Truck Holding AG will receive after the spinoff.
The principal transactions with the remaining Daimler Truck
This number of shares is used for the calculation of basic and Business are described in detail herein. In addition, most of the
diluted earnings per share. goods and services supplied between Daimler Truck Business
and related companies comprise transactions with associated
Basic earnings per share (EPS) is calculated by dividing the com- companies and joint ventures and are shown in table C.30.
bined profit or loss for the year attributable to ordinary share-
holders by the planned number of ordinary shares to be dis- Transactions with the remaining Daimler Group
tributed to shareholders of Daimler Truck Holding AG.
Daimler Truck Business realized sales with companies of the re-
Diluted EPS is calculated by dividing the combined profit or loss maining Daimler Group (excl. Daimler Truck Business). Those
attributable to ordinary shareholders by the planned number sales relate predominantly to trucks, parts, spare parts and ser-
of ordinary shares to be distributed to shareholders of Daimler vices. Further, the Daimler Truck Business purchased goods
Truck Holding AG adjusted for the weighted average number of and services from companies of the remaining Daimler Group.
planned ordinary shares that would be issued on conversion of The purchase of goods and services primarily relate to parts,
all the dilutive potential ordinary shares into ordinary shares. spare parts and services provided by central functions of Daim-
There are currently no instruments outstanding or planned ler AG and Daimler Mobility AG.
with a potential dilutive effect on the earnings per share.
In addition to the transactions from the operative business,
The calculation of the EPS was based on the planned number further financing related transactions with the remaining Daim-
of shares totaling 822,951,882. ler Group occurred. Such transactions primarily relate to the
Daimler Group financing and the foreign currency derivatives
Table C.29 shows the numerator and the denominator for management.
the calculation of the earnings per share.
Services provided by the remaining Daimler Group
Earnings per share The Daimler Group provided services to the Daimler Truck Busi-
Q1-3 2021 Q1-3 2020 ness mainly throughout Daimler AG, Daimler Mobility AG,
In millions of euros Daimler Greater China Ltd. and Daimler North America Corpo-
ration. These companies provided the Daimler Truck Business
Combined profit/loss attributable to Daimler with central corporate services such as, but not limited to tax,
Group - basic and diluted 2,242 -503
legal, accounting, IT, personnel-related services and treasury.
In millions of shares
In the nine-month period ended September 2021, the cost of
Weighted average number such services provided by the remaining Daimler Group
of shares outstanding - basic and diluted 823 823 amounted to €203 million (Q1-3 2020: €199 million).
Earnings per share – basic and diluted 2.72 -0.61 Financing and cash pooling by the remaining Daimler Group
F-143
C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
Lease contracts with the remaining Daimler Group In March and July 2021, Daimler Truck Business made capital
contributions of €29 million and €37 million respectively, to its
For the sale of vehicles to Daimler Group companies, by which joint venture in cellcentric GmbH & Co. KG.
Daimler Truck Business is obliged to repurchase the vehicles,
that are accounted for as a lease, the corresponding balances Note 14 provides further details of the significant associated
of residual value guarantees as of September 30, 2021 companies and joint ventures.
amounted to €1,639 million (December 31, 2020: €1,828 mil-
lion) and deferred income as of September 30, 2021 amounted Contingent liabilities and other financial obligations
to €1,038 million (December 31, 2020: €1,154 million).
Further information on contingent liabilities and other financial
In addition, Daimler Truck Business grants Daimler Trucks Fi- obligations with related parties are provided in Note 24 Contin-
nancial Services part of remaining Daimler Group credit risk gent liabilities and other financial obligations.
guarantees which require the issuer to make specified pay-
ments to reimburse the holder for a loss it incurs because its Contingent claims
customers fail to make payments when due. Financial liabilities
due to remaining Daimler Group companies as of September In 2019, Daimler AG spun off parts of its business operations
30, 2021 amounted to €32 million (December 31, 2020: €40 into Daimler Truck AG and Mercedes-Benz AG. Pursuant to
million). The corresponding off-balance amounts for the finan- §133 UmwG, all three legal entities are jointly and severally lia-
cial liabilities resulting from credit risk guarantees issued to the ble for all liabilities of Daimler AG that existed as of the regis-
remaining Daimler Group as of September 30, 2021 amounted tration date of the spin-off in the commercial register.
to €36 million (December 31, 2020: €52 million).
Daimler AG and Mercedes-Benz AG will therefore also be liable
Financial liabilities recognized from sale and lease back transac- for the Daimler Truck AG liabilities that existed as of the date of
tions with companies of the Daimler Group where the sale the announcement of the registration for a period of five years.
does not satisfy the requirements of IFRS 15 amounted to €73 For pension obligations based on the German Company Pen-
million as of September 30, 2021 (December 31, 2020: €88 mil- sions Act (Betriebsrentengesetz), the aforementioned period is
lion). ten years.
For lease transactions where the Daimler Truck Business is a The potential claim due to Daimler AG and Mercedes-Benz AG
lessee the carrying amount of right of use assets amounted to resulting from §133 UmwG amount to €1,990 million as of Sep-
€113 million as of September 30, 2021 (December 31, 2020: tember 30, 2021 (due in the next 12 months: €622 million) (De-
€129 million) and lease liabilities amounted to €115 million as cember 31, 2020: €2,582 million, thereafter due in 2021: €967
at September 30, 2021 (December 31, 2020: €125 million). The million).
lease included real estate, IT equipment and other.
Guarantees
At-cost investments acquired from the remaining Daimler
Group Remaining Daimler Group has issued letters of credit and guar-
antees in favor of the Daimler Truck Business and customers of
In the third quarter of 2021 the Daimler Truck Business ac- the Daimler Truck Business.
quired equity investments in the venture capital funds 8VC
Fund II, L.P., Atomico IV, L.P., G2VP I, LLC, Magma Venture Cap- The guarantees issued by remaining Daimler Group amounted
ital IV L.P. and Trucks Venture Fund 1, LP from the remaining to €6,191 million as of September 30, 2021 (December 31,
Daimler Group for a purchase price of €48 million., equivalent 2020: €6,361 million). These include guarantees issued to Fi-
to the book value held at Daimler Group. nancing liabilities allocated based on a target equity ratio to ex-
ternal financial institutions.
Associated companies
The guarantees issued by Daimler Truck Business in favor of
In business relationships with associated companies, significant the remaining Daimler Group amounted to €54 million as of
sales of goods and services took place with KAMAZ PAO and September 30, 2021 (December 31, 2020: €55 million).
Mitsubishi Fuso Truck and Bus associated companies.
The remaining Daimler Group has historically issued surety-
On September 21, 2021, Daimler Truck AG transferred its 15% ships, guarantees, letters of comfort and other declarations of
at equity investment in KAMAZ PAO (“KAMAZ”) to Daimler AG indemnity (hereinafter collectively referred to as "Guarantees")
for cash consideration of €132 million, effective on September for financial transactions (“financial guarantees”) and in rela-
28, 2021. Refer to Note 14. Equity-method investments. tion to the operating business (“operating guarantees”) of the
Daimler Group Business. Financial guarantees are generally is-
After the effective date, KAMAZ is no longer a direct associated sued by Daimler AG. Operational guarantees are issued either
company of DTB but related party. by Daimler AG and other Daimler Group companies (group
guarantees) or by banks, financial institutions, insurance com-
Joint ventures panies or other third parties on behalf of Daimler AG and other
Daimler Group companies (bank guarantees).
In business relationships with joint ventures, significant sales of
goods and services took place with Daimler Kamaz Trucks Hold- Depending on the underlying financial transaction, there are
ing GmbH and National Automobile Industry Company Ltd. two types of financial guarantees: individual financial guaran-
tees of Daimler AG for capital and money market transactions
F-144
C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
and the global financial guarantees (Daimler global guarantees) connection with the guarantees and will pay the respective
of Daimler AG to financial institutions for bank loans, bank fa- agreed fees due. As of the spin-off taking effect, no new finan-
cilities and bank suretyships and guarantees. cial guarantees and operational guarantees will be issued by
Daimler AG or the companies of the remaining Daimler Group
Daimler AG will continue to issue financial guarantees to se- to secure obligations of the companies of the Daimler Truck
cure financial obligations of the companies of Daimler Truck Business. To the extent that guarantees have been issued by
Business until the spin-off takes effect. Operational bank guar- companies of the Daimler Truck Business for obligations of
antees for Daimler Truck AG will be commissioned from banks companies of the remaining Daimler Group, the aforemen-
as before under the guarantee framework of Daimler AG until tioned obligations of Daimler Truck Holding AG apply accord-
the spin-off takes effect. With regard to the issuing of opera- ingly to Daimler AG.
tional Group guarantees to secure obligations of the compa-
nies of the Daimler Truck Business, the aim is to switch to Use or transfer of brands, trademarks, patents, IP4 address
Daimler Truck AG and the Daimler Truck Business companies as ranges, software
guarantors until the spin-off takes effect.
In the periods presented in the Condensed Combined Interim
As part of the preparations for the spin-off, the aforemen- Financial Statements the Daimler Truck Business was using the
tioned Guarantees are to be replaced by new and essentially Mercedes-Benz brand with the segments Mercedes-Benz and
equivalent Guarantees issued by the companies of the Daimler Daimler Buses under a licensing agreement for no considera-
Truck Business. tion. As for these periods no amortization incurred for the Mer-
cedes-Benz brand at any Daimler Group company, no expense
With respect to the financial guarantees, the Daimler global to reflect a usage charge had to be allocated for the purpose of
guarantees and the individual financial guarantees of Daimler the Condensed Combined Interim Financial Statements, ac-
AG will be replaced by corresponding Daimler Truck global cordingly. Daimler Truck AG entered into a new license agree-
guarantees or individual guarantees of Daimler Truck AG and ment with the remaining Daimler Group for the right to use the
Daimler Truck Holding AG, who will be jointly and severally lia- Mercedes-Benz brand for an indefinite period in exchange for
ble thereunder. In the context of the described replacement, no consideration. The agreement was signed on September 27,
the banks, financial institutions and insurance companies cov- 2021 and the effective date is December 1, 2021. The transac-
ered by the Daimler global guarantees will be informed accord- tion will be reflected as a contribution at fair value upon the ef-
ingly at an early stage so that the existing liability declarations fective date and the recognized intangible asset will be subject
of Daimler AG can be replaced by the Daimler Truck global to an annual impairment test.
guarantees as new security elements with effect as of the first
trading day of the shares of Daimler Truck Holding AG at the Certain intellectual property was directly attributable to Daim-
Frankfurt Stock Exchange. ler Truck Business and will transfer as part of the legal reorgan-
ization. Those properties are recognized with their respective
Operational group guarantees will be replaced, to the extent book value (if any). Licenses to intellectual property that did
possible and reasonable from an administration perspective, by not exist through the track period, are only recognized pro-
new group guarantees issued by Daimler Truck AG or other spectively from the date of the license period.
companies of the Daimler Truck Business. With respect to the
bank guarantees, the companies of the Daimler Truck Business Related persons
will successively establish their own guarantee frameworks
with banks, financial institutions and insurance companies. Ex- During the periods presented, Daimler Truck Business did not
isting guarantees issued on behalf of the companies of the re- exist as a separate legal group. Therefore, the members of the
maining Daimler Group for the companies of the Daimler Truck Board of Management and Supervisory Board of Daimler AG,
Business will be transferred to the new guarantee frameworks. Daimler Truck AG and Daimler Truck Holding AG have been
If group guarantees have not been replaced or bank guaran- identified as key management personnel as these have been
tees have not been transferred, Daimler Truck Holding AG will responsible for planning, directing and controlling the activities
ensure vis-à-vis Daimler AG that the respective principal debtor of the Daimler Truck Business. Daimler Truck Holding AG only
of the Daimler Truck Business will indemnify the company of include those persons who have similar roles within Daimler
the remaining Daimler Group against all expenses and costs in Truck AG.
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C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
Purchases of goods
Sales of goods and and
services and other services and other
income expenses Receivables¹ Payables²
Q1-3 Q1-3 Q1-3 Q1-3 Sept. 30, Dec. 31, Sept. 30, Dec. 31,
In millions of euros 2021 2020 2021 2020 2021 2020 2021 2020
29. Events after the reporting period • Approval of further amendments of the Articles of Associ-
ation of DTHAG including the creation of authorized capi-
Extraordinary general meeting for the spin-off of Daimler tal;
Truck Business
• Approval of an authorization for the acquisition and use of
At the virtual extraordinary general meeting of Daimler AG on own shares.
October 1, 2021, the shareholders of Daimler AG voted in favor
of the spin-off of the Trucks and Bus business on the basis of Legal restructuring of the Daimler Truck Group
the demerger agreement entered into between DAG and
DTHAG on August 6, 2021 with the subsequent listing of Daim- In relation to phase 1 reorganization measures, certain legal
ler Truck Holding AG as an independent company on the Frank- entities and operations of Daimler Trucks & Buses and Daimler
furt Stock Exchange. Trucks Financial Services were transferred to DTAG or one of its
subsidiaries between October 1, 2021 and the date of authori-
Extraordinary general meeting of DTAG zation of these Condensed Combined Interim Financial State-
ments. Please refer to Note 30. Scope of combination that
On November 3, 2021, an extraordinary general meeting of identifies such legal entities and operations.
DTAG took place to resolve the capital increase via a contribu-
tion-in-kind of the participations in the Gamma entities into The estimated purchase price for the Daimler Trucks & Buses
DTAG, including related amendments to the Articles of Associa- legal entities and operations that will transfer to Daimler Truck
tion of DTAG. Business prior to the spin-off amounts to approximately €1.6
billion, including transfers of at-cost investments. This pur-
General meeting of DTHAG chase price includes also share deals or asset deals for the
Phase 1 Transactions of Daimler Trucks Financial Services and
On November 5, 2021, a general meeting of DTHAG took place the respective purchase price already deducted “financing lia-
to approve all the required steps to enact the agreed demerger bilities allocated based on a target equity ratio”, which are al-
transaction. The following main resolutions were passed: ready part of Interim Condensed Combined Financial State-
ments. The purchase prices for the Daimler Trucks Financial
• Approval of the demerger agreement between DAG and Services legal entities and operations that will transfer to Daim-
DTHAG (as post-formation agreement) providing for spin- ler Truck Business prior to the spin-off are based on external
off of a majority shareholding of 65% in DTAG and the valuations at the time of the transfer and will therefore finally
hive down of a 28.43% minority shareholding in DTAG into be determined at a later point in time. Such purchase prices to
DTHAG; be paid by Daimler Trucks Financial Services are to be financed
by remaining Daimler Group and secured by guarantees from
• Approval of the post-formation and contribution agree- Daimler Truck AG. Alternatively, in addition to the Bridge Facil-
ment between Daimler Verwaltungsgesellschaft für ity, it is also planned to finance part of the purchase price
Grundbesitz mbH and DTHAG providing for a contribution through bilateral loans from banks, which are to be disbursed
of 6.57% shareholding in DTAG into DTHAG; before the spin-off takes effect. For further information refer
to Note 25. Financial Instruments, section on “Capital and li-
• Approval of the capital increases required for the imple- quidity funding measures commitments per the spin-off agree-
mentation of the demerger agreement and the post-for- ment”.
mation and contribution agreement including related
amendments to the Articles of Association of DTHAG; The redemption of the liabilities relating to the financed pur-
chase prices vis-à-vis the remaining Daimler Group will be af-
fected from funds that the Daimler Truck Group will receive
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C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
through the drawdown of the Bridge Facility or by the issuance 2021 and the effective date is December 1, 2021. The transac-
of bonds shortly after the spin-off takes effect. tion will be reflected as a contribution at fair value upon the ef-
fective date and the recognized intangible asset will be subject
Any purchase price payments, net of any Daimler Trucks Finan- to an annual impairment test. The ultimate fair value will be
cial Services refinancing towards external or related parties based on valuations which will be finalized after the authoriza-
that are allocated, made on phase 1 acquisitions during fiscal tion of the Condensed Combined Interim Financial Statements.
year 2021 could positively or negatively impact invested equity.
Foundation of Daimler Truck Pension Trust e.V.
Certain business relationships (such as, real estate, interna-
tional procurement, IPS, M&A, external affairs, communica- At June 30, 2021, Daimler Pension Trust e.V. acted as trustee
tions, IT, captive shared service organization, taxes, treasury, for the contractual trust arrangements of DTAG and EvoBus in
legal, compliance and human resources) that existed between Germany that irrevocably and exclusively satisfy claims for ben-
the remaining Daimler Group and the Daimler Truck Business efits under company pension schemes and provide insolvency
during the periods reported in the Condensed Combined In- protection of the transferred assets. The pension assets of the
terim Financial Statements will be maintained for a transitional trust arrangements are classified as plan assets.
period through transitional service agreements at customary
market conditions, unless existing service contracts are contin- With DTAG and EvoBus leaving Daimler Group, Daimler Pen-
ued, or services are obtained from other external third party sion Trust e.V. can no longer act as trustee for DTAG and Evo-
suppliers. Such transitional service agreements are accounted Bus. Therefore, Daimler Truck Pension Trust e.V. was founded
for in the Condensed Combined Interim Financial Statements and all of the assets covered by the contractual trust arrange-
prospectively upon effectiveness of such agreements. ments of DTAG and EvoBus will be transferred to the new trus-
tee prior to the separation date. The statutes of the Daimler
With the spin-off of the Daimler Truck Business, it will be nec- Truck Pension Trust e.V. as well as the contractual trust ar-
essary to setup and expand various areas and units of the rangements will guarantee that the transferred assets are
Daimler Truck Group. In addition to the planned transfer of meant to satisfy claims irrevocably and exclusively for benefits
employees, this will also require new hires. In addition to the under company pension schemes and provide insolvency pro-
central functions this primarily affects the Sales & After Sales tection. Hence, the assets under the new trustee will be classi-
area. fied as plan assets. Daimler Truck Pension Trust e.V. will be a
related company of the Daimler Truck Group.
For the periods reported in the Condensed Combined Interim
Financial Statements, the activities of the Daimler Truck Busi- Daimler Truck Business’ credit rating
ness were included in the global corporate insurance coverage
of the remaining Daimler Group. As part of the spin-off, the in- As a result of the spin-off, Daimler Truck Business has been in
surance coverage of both groups will be separated, and the the process of obtaining first time credit ratings to further ena-
Daimler Truck Group will obtain independent insurance cover- ble access to loans and credit facilities as an independent
age. group. On October 28, 2021, Daimler Truck Business was issued
long-term issuer credit rating of A3 by Moody’s Investor Ser-
Prior to the spin-off it is planned that the remaining Daimler vice and BBB+ by S&P Global Ratings.
Group will obtain a 10.1% non-controlling interest in the
Gamma OHGs and in the EvoBus GmbH & Co. OHG from a capi- Continuing liability due to protection of creditors and holders
tal increase by way of cash injection. By the end of November of special rights
2021, a €0.2 billion contractual payment, as approved by the
Daimler AG, will be received by the Gamma OHGs and the Evo- Pursuant to § 133 paras. 1 and 3 UmwG, Daimler AG is jointly
Bus GmbH & Co. OHG. A final compensatory payment will be and severally liable with Daimler Truck Holding AG for the ful-
based on final external valuations. The non-controlling interest fillment of the liabilities transferred to Daimler Truck Holding
will be accounted for prospectively under IAS 32 as a financial AG, if they fall due within five years from the publication of the
instrument at fair value. entry of the hive-down or the spin-off in the commercial regis-
ter of Daimler AG and claims against Daimler AG are estab-
Further transactions are expected to take place before spin-off lished from such liabilities by a court or in another manner de-
date which will result in cash outflows, such as the acquisition scribed in § 133 UmwG, or if a judicial or official enforcement
of equipment and machinery (for Mannheim, Kuppenheim and action is taken or applied for. However, it must be taken into
Gaggenau manufacturing facilities); patent portfolios and li- account in this respect that no liabilities are directly hived
cense agreements; Fleetboard, Charterway and Daimler brand down or spun off. Pursuant to § 133 paras. 1 and 3 UmwG,
names; and IPv4 address ranges. Daimler Truck Holding AG is reversely jointly and severally lia-
ble with Daimler AG for the fulfillment of liabilities remaining
The ultimate purchase price will be based on valuations which with Daimler AG which arise prior to the hive-down or spin-off
will be finalized subsequent to the authorization of the Con- taking effect, if they fall due within five years from the publica-
densed Combined Interim Financial Statements. tion of the entry of the hive-down or the spin-off in the com-
mercial register of Daimler AG and claims against Daimler Truck
License agreement Holding AG are established from such liabilities by a court or in
another manner described in § 133 UmwG, or if a judicial or of-
Daimler Truck AG entered into a new license agreement with ficial enforcement action is taken or applied for. For pension
the remaining Daimler Group for the right to use the Mer- obligations under the German Company Pensions Act (Be-
cedes-Benz brand for an indefinite period in exchange for no triebsrentengesetz), in deviation from the two preceding para-
consideration. The agreement was signed on September 27, graphs, an extended liability of ten years from the date of the
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C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
Table C.33 contains unconsolidated legal entities in the nine- Legal entities or business operations will transfer either as
month period ended September 30, 2021. share deals or as asset deals (respectively).
Table C.34 contains a list of all entities that are founded after The businesses that will transfer from Daimler AG have been
September 30, 2021 but before spin-off date. excluded from the Scope of Combination, whereas the legal en-
tities that will be sold by Daimler Truck Group have been in-
cluded in the Scope of Combination in same form expected as
of spin-off date.
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C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
F-149
C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
F-150
C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
F-151
C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
5 Represents mixed entities where the Daimler Trucks & Buses Financial Service operations are transferred to a Daimler Truck NewCo after September 30,
2021 but prior to the Spin-off.
6 Daimler Mobility AG is included as a mixed entity conducting headquarter functions for the Daimler Truck Financial Services. The legal transfer of the
Daimler Truck Financial Services to the newly founded dedicated legal entity will occur after September 30, 2021 but prior to the Spin-off.
7 Mixed entity transfers selected assets and liabilities dedicated to the Daimler Truck Business after September 30, 2021 but prior to the Spin-off. The
assets and liabilities are included retrospectively in the Combined Financial Statements and the Condensed Combined Interim Financial Statements.
8 Represents structured entities under control of the Daimler Truck business only existing for a specific purpose (Special Purpose Entity). Daimler Truck
Financial Services operations will transfer to a Daimler Truck NewCo after September 30, 2021 but prior to the Spin-off.
9 Liquidation in Q4 2020 as purpose for structured entity no longer given.
10 Represents legal entities that are disposed before the parent entity is legally transferred to the Daimler Truck AG or one of its' subsidiaries. The respec-
tive legal entities are included retrospectively in the Combined Financial Statements and the Condensed Combined Interim Financial Statements for fiscal
years prior to the date of disposal.
11 Shares are transferred to the Daimler Truck AG or one of its' subsidiaries after September 30, 2021 but prior to the Spin-off. After transfer of the shares,
the remaining Daimler Group will acquire a non-controlling interest via a capital increase by cash.
12 Entity holds Cars dedicated spare parts that are excluded retrospectively as they will be transferred after Q3 2021 but prior to the Spin-off to the remain-
ing Daimler Group.
13 Mixed entity transfers selected assets and liabilities dedicated to the Daimler Truck Business after FY 20 but prior to September 30, 2021. The assets and
liabilities are included retrospectively in the Combined Financial Statements and the Condensed Combined Interim Financial Statements.
14 Starting from FY 2021 the legal entity is accounted for as a Joint Venture as 50% equity interests were acquired by a third party.
15 Represents a legal entity founded after FY 2020 but prior to September 30, 2021 by the Remaining Daimler Group. Shares (100% equity interests) of the
legal entity will be transferred to the Daimler Truck Business after September 30, 2021 but prior to the Spin-off date.
16 Represents a legal entity fully dedicated to the Daimler Truck Business that was founded after FY 2020 but prior to September 30, 2021. The legal entity
assumes net assets from a predecessor mixed legal entity hold by the Remaining Daimler Group after September 30, 2021 but prior to the Spin-off date.
17 Represents a legal entity founded after FY 2020 but prior to September 30, 2021 by the Remaining Daimler Group. Equity interests hold by the Remaining
Daimler Group will be transferred to the Daimler Truck Business after September 30, 2021 but prior to the Spin-off date. The Daimler Truck Holding AG
will constitute the parent of the Daimler Truck Group after Spin-off date.
18 Represents a legal entity fully dedicated to the Daimler Truck Business that was founded after FY 2020 but prior to September 30, 2021. No significant
net assets are assumed from the Remaining Daimler Group prior to the Spin-off date.
19 Shares (10.1% equity interests) are transferred to the Remaining Daimler Group after September 30, 2021 but prior to the Spin-off date.
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C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
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C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
8 Legally transferred to the Daimler Truck Business after September 30, 2021 but prior to the Spin-off. At-cost investments are only prospectively included
in the Combined Financial Statements and the Condensed Combined Interim Financial Statements.
Foundation of Daimler Truck entity after September 30, 2021 but before spin-off
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C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
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C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
Chairman of the Board of Management of Daimler AG Finance and Controlling Member of the Board of Management
of Daimler AG
Member of the Board of Management of Daimler AG and Finance and Controlling Member of the Board of Management
Chairman of the Board of Management of Daimler Truck AG of Daimler Truck AG and Daimler Truck Holding AG
and Daimler Truck Holding AG
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C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
Ola Källenius
Harald Wilhelm
F-157
C | CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS
Martin Daum
Jochen Götz
F-158
Audited Unconsolidated Financial Statements of Daimler Truck Holding AG as of and for the stub period
from March 25, 2021 to September 30, 2021 in accordance with IFRS (as adopted by the European Union)
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Daimler Truck Holding AG
Financial Statements for the stub period
March 25 to September 30, 2021
F-160
Statement of comprehensive income of Daimler
Truck Holding AG, Stuttgart, for the stub period
March 25 to September 30, 2021
in € thousand
March 25 – September 30,
Notes 2021
F-161
Statement of Financial Position of Daimler Truck
Holding AG, Stuttgart, as at September 30, 2021
Assets
Current assets
Other Receivables (6)
Receivables from affiliated companies 148.5 -
Called up share capital - unpaid (8) 0 50.0
Equity (8)
Capital subscribed to carry out the incorporation - 50.0
Share capital 50.0 -
Capital reserve 150.0 -
Loss for the period -16.9 -
Total Equity 183.1 50.0
Current Liabilities
Trade and other Payables (9)
Accruals 517.6
Liabilities to affiliated companies 3.1 -
Total Liabilities 520.7
F-162
Statement of Cash Flows of Daimler Truck Holding
AG, Stuttgart, for the stub period March 25 to
September 30, 2021
Notes March 25 – September 30, 2021
In € thousand (10)
F-163
Statement of Changes in Equity of Daimler Truck
Holding AG, Stuttgart, for the stub period March
25 to September 30, 2021
Notes Capital subscribed Share Capital Retained
to carry out the Capital Reserves Earnings
incorporation Total Equity
In € thousand (8)
F-164
Notes to the financial statements of Daimler Truck
Holding AG, Stuttgart
1. General information
Background
On February 3, 2021, the Supervisory Board and the Board of Management of Daimler AG, Stuttgart (“DAG”) announced the
plan for a fundamental change in the structure of DAG and its subsidiaries (“Daimler Group”). The intention of this change is
to establish two independent companies and to unlock the full potential of its businesses in a zero-emissions, software-
driven future. At an extraordinary meeting the Supervisory Board granted its approval for the Board of Management’s
decision to evaluate a spin-off of Daimler Group’s Trucks & Buses as defined below and to begin preparations for a separate
stock-exchange listing of the future Daimler Truck Group (“Daimler Truck Group”) with Daimler Truck Holding AG, Stuttgart
(“DTHAG”) as the listed holding company. As result of such spin-off, a substantial majority shareholding in Daimler Truck
Group is to be transferred to DAG’s shareholders allowing for a deconsolidation. The Daimler Truck Group shall have a fully
independent management and a stand-alone corporate governance. DAG would seek Supervisory Board representation at
Daimler Truck Group in line with the intended deconsolidation. On July 30, 2021, the Board Members and Supervisory
Board members of DAG, Daimler Truck AG (“DTAG”), Stuttgart, Mercedes-Benz AG, Stuttgart and Daimler Mobility AG,
Stuttgart and the Board Members of DTHAG approved the decision to separate the Daimler Truck Group by means of a
spin-off. After the planned spin-off Daimler Group will retain a minority interest of 35% in DTHAG and intends to transfer an
interest in DTHAG in the amount of 5% to Daimler Pension Trust e.V. The spin-off will require the approval from
shareholders of DAG and DTHAG. The Demerger Agreement has been approved by the extraordinary shareholders’
meetings of Daimler AG on October 1, 2021. The shareholders’ meeting of DTHAG is scheduled for early November 2021.
In this context, it is planned to separate the commercial vehicle business (“Daimler Trucks & Buses”) along with the related
financial services activities (“Daimler Trucks Financial Services”) from Daimler Group in a sequence of steps, including:
(i) the completion of the legal reorganization of substantial parts of Daimler Trucks & Buses and dedicated parts of
Daimler Trucks Financial Services (as such together referred to as the “Daimler Truck Business”) to establish the Daimler
Truck Group within the Daimler Group up until the spin-off,
(ii) spin-off of a majority shareholding of 65.00% in DTAG and the hive down of a 28.43% minority shareholding in
DTAG (as such together referred to as the “legal demerger”),
(iii) the contribution of a 6.57% shareholding in DTAG into DTHAG by Daimler Verwaltungsgesellschaft für Grundbesitz
mbH, Schönefeld (“Daimler Grund”) (consisting of the new Daimler Truck shares received as consideration for the
contribution of the so-called Gamma OHGs and 1,000 Daimler Truck shares issued in February, 2021)
(v) the transfer of additional parts of Daimler Trucks & Buses and Daimler Trucks Financial Services to the Daimler
Truck Group after the listing.
In contemplation of the spin-off and subsequent listing the DTHAG with registered office in Stuttgart, Germany, was
founded by Daimler Grund, on March 25, 2021, and sold to DAG in July 2021. DTHAG is a stock corporation organized under
the laws of the Federal Republic of Germany and is registered with the commercial register of the District Court of Stuttgart
under No. HRB 778600. DTHAG will be the issuer of the new shares and the ultimate parent company of the new stand-
alone Daimler Truck Group, with DTAG, as a subsidiary and being the lead operating company that bundles the Daimler
Truck Business at the time of the spin-off.
The headquarters and Board of Management of DTAG and DTHAG will be at the Daimler Truck Campus and Mercedes-Benz
Campus, which are close to each other in Leinfelden-Echterdingen.
The consolidated financial statements of DAG represent the smallest and largest scope of consolidation. DAG is a stock
corporation organized under the laws of the Federal Republic of Germany and is the ultimate parent company. The
Company is entered in the Commercial Register of the Stuttgart District Court under No. HRB 19360 and its registered office
is located at Mercedesstraße 120, 70372 Stuttgart, Germany.
The legal steps necessary to execute and close the demerger transaction have been set forth and agreed on in the Spin-Off
and Hive-Down Agreement (“Demerger Agreement”) by and between DAG and DTHAG, which has been signed and
notarized on August 6, 2021, comprising the Group separation agreement and the Deconsolidation agreement in particular.
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With the Convocation of the Extraordinary General Meeting of DAG on October 1 2021, the Demerger Agreement including
annexes has been disclosed in the Federal Gazette on August 17, 2021, along with a reference to the Joint Spin-Off and
Hive-Down Report (“Demerger Report”) of the Board of Management of DAG and the Board of Management of DTHAG
concerning the spin-off and hive-down of shares in DTAG and the spin-off of the control and profit and loss transfer
agreement existing between DAG and DTAG. The Demerger Report, signed on August 9, 2021, as well as the further
documents required by the transformation act have been made available to the shareholders on the Internet at the
Investor Relation section of the Daimler website.
In order to secure the Daimler Trucks Business financial flexibility as well as to stabilize its capital market rating, a
syndicated loan agreement in the amount of €18 billion was concluded with an international banking consortium by
DTHAG, DTAG and various Daimler Truck financing companies, which includes a firm commitment of a revolving credit line
in the amount of €5 billion (“Revolving Credit Facility”) and a firm commitment for a credit line for bridge financing in the
amount of €13 billion (“Bridge Facility”). The obligations under the Financing Agreement are subject to (aufschiebend
bedingt) the occurrence of the Spin-Off Effective.
The syndicated loan agreement was signed with the banking consortium on August 6, 2021, with obligations of DTHAG
under the loan agreement only arising upon the consummation of the Demerger Agreement. The Revolving Credit Facility
has a term of at least five years with two extension options of one year each and was agreed at standard market conditions.
The Daimler Truck Business does not intend to draw on the Revolving Credit Facility. The Bridge Facility has a term of twelve
months with two six-month extension options.
The Bridge Facility serves to cover the general financing needs of the Daimler Truck Business, in particular in connection
with the purchase of the Daimler Truck Financial Services legal entities and operations. The Bridge Facility is expected to be
repaid primarily through the issuance of bonds by the Daimler Truck Business on the capital market, which will lead to a
mandatory prepayment of the Bridge Facility in this respect. The credit line was agreed at standard market conditions. One
or several capital market transactions are contemplated by the Daimler Truck Business even before the spin-off takes
effect.
Description of the future Daimler Truck Group
Daimler Truck Group consists of Daimler Trucks & Buses and Daimler Trucks Financial Services.
Daimler Trucks & Buses develops, manufactures and distributes trucks and buses, and provides services to its customers.
Trucks are distributed under the brand names Mercedes-Benz, Freightliner, FUSO, Western Star and BharatBenz.
Furthermore, buses under the brands SETRA, Mercedes-Benz, Thomas Built Buses and FUSO are included in the product
range of Daimler Trucks & Buses which sells its buses either completely built-up or as the bus chassis only.
Daimler Trucks Financial Services supports the sales of the Daimler Trucks & Buses brands worldwide with tailored financial
services. These services range from customized leasing, financing and insurance packages to flexible rental models and
other dynamic customer solutions for business customers.
2. Basis of preparation
The financial statements of DTHAG as of September 30, 2021, were prepared based on the assumption of going concern
according to the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board
(IASB), London, and the interpretations of the IFRS Interpretations Committee (IFRS IC), both as endorsed by the European
Union and in effect at the date of the financial statements.
IFRS issued but neither EU endorsed nor yet adopted
In May 2017, the IASB issued IFRS 17 Insurance Contracts. IFRS 17 will replace the currently applicable IFRS 4. It establishes
more transparency and comparability with regard to the recognition, measurement, presentation and disclosure of
insurance contracts with the insurer. The application of IFRS 17 is mandatory for reporting periods beginning on or after
January 1, 2023. Early adoption is permitted. DTHAG does not expect any material impacts on the profitability, liquidity and
capital resources or financial position due to the application of IFRS 17. Early adoption is not planned.
In addition, further amendments to standards and interpretations have been approved which are not expected to have a
material impact on DTHAG’s profitability, liquidity and capital resources and financial position.
The financial statements comparative figures are derived from the companies opening statement of financial position. No
comparative period exists. The financial statements are presented for DTHAG as an individual entity for the stub period
from March 25, 2021, until September 30, 2021, for inclusion in the prospectus to be submitted to BaFin in preparation of
the public listing of DTHAG.
The financial statements as of September 30, 2021, have been prepared in Euro (€). Unless otherwise stated, all amounts
are shown in thousands of euros (€ thousand). Any existing rounding differences between individual amounts and sums are
accepted.
The financial statements are based on the principle of the historical cost.
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Assets and liabilities are classified by maturity between current and non-current assets and liabilities. They are regarded as
current if they mature within one year.
The statement of income is presented using the cost-of-sales method.
The calculation of income taxes is based on the legislation and regulations applicable in Germany. Due to their complexity,
tax items presented are possibly subject to different interpretations by taxpayers on the one hand and local tax authorities
on the other. Different interpretations can occur especially in connection with the recognition and measurement of balance
sheet items as well as in connection with the judgement of expenses and income. To account for deferred taxes,
assumptions have to be made regarding future taxable income and the time of realization of the deferred tax assets. In this
context, DTHAG takes into consideration, among other things, the projected earnings from business operations, the effects
on earnings of the reversal of taxable temporary differences, and realizable tax strategies. As future business developments
are uncertain and sometimes beyond DTHAG’s control, the assumptions made for the accounting of income taxes may
include a substantial degree of uncertainty.
On each balance sheet date, DTHAG carries out impairment tests on deferred tax assets on the basis of the planned taxable
income in future financial years. Deferred tax assets are only recognized if it is probable that future tax advantages can be
realized.
Measurement is based on the tax rates expected to be effective in the period in which an asset is recognized or a liability is
settled. For this purpose, the tax rates and tax rules are used which have been substantially enacted at the reporting date.
Changes in deferred tax assets and liabilities are generally recognized through profit or loss in deferred taxes in the
Combined Statement of Income, except for changes recognized in other comprehensive income or expense or directly in
equity.
Deferred tax assets and liabilities are generally presented as non-current items.
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity. Financial instruments in the form of financial assets and financial liabilities are generally
presented separately. Financial instruments are recognized as soon as DTHAG becomes a party to the contractual
provisions of the financial instrument. In the case of purchases or sales of financial assets through the regular market,
DTHAG uses the transaction date as the date of initial recognition or derecognition.
Upon initial recognition, financial instruments are measured at fair value. For the purpose of subsequent measurement,
financial instruments are allocated to one of the categories mentioned in IFRS 9 Financial Instruments (financial assets
measured at amortized cost, financial assets measured at fair value through other comprehensive income and financial
assets measured at fair value through profit or loss). Transaction costs directly attributable to acquisition or issuance are
considered when determining the carrying amount if the financial instruments are not measured at fair value through profit
or loss. A receivable without a significant financing component is initially measured at the transaction price.
Financial assets primarily comprise receivables from affiliated companies, other assets and cash on hand. The classification
of financial instruments is based on the business model in which these instruments are held and on their contractual cash
flows. The determination of the business model is based on management’s intention and past transaction patterns.
Assessments of the contractual cash flows are made on an instrument-by-instrument basis.
Financial assets at amortized cost. Financial assets at amortized cost are non-derivative financial assets with contractual
cash flows that consist solely of payments of principal and interest on the nominal amount outstanding and which are held
with the aim of collecting the contractual cash flows, such as receivables or cash and cash equivalents (business model
“hold to collect”). Cash and cash equivalents consist solely of demand deposits at banks. Cash and cash equivalents
correspond with the classification in the Statement of Cash Flows and are recognized at nominal value.
After initial recognition, financial assets are subsequently carried at amortized cost using the effective
interest method less any loss allowances. Gains and losses are recognized in the Statement of Income when the financial
assets at amortized cost are impaired or derecognized.
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At each reporting date, a loss allowance is recognized for financial assets other than those to be measured at fair value
through profit or loss reflecting expected losses for these instruments. Expected credit losses are allocated using three
stages:
Stage 2: Expected credit losses over the lifetime – not credit impaired
If a financial asset has a significant increase in credit risk since initial recognition but is not yet credit impaired, it is moved
to stage 2 and measured at lifetime expected credit loss, which is defined as the expected credit loss that results from all
possible default events over the expected life of a financial instrument.
A financial asset is migrated to stage 2 if the asset’s credit risk has increased significantly compared to its credit risk at initial
recognition. The credit risk is assessed based on the probability of default.
In stage 1 and 2, the effective interest revenue is calculated based on gross carrying amounts. If a financial asset becomes
credit impaired in stage 3, the effective interest revenue is calculated based on its net carrying amount (gross carrying
amount adjusted for any loss allowance).
Expected credit losses are measured as the probability weighted present value of all cash shortfalls over the expected
life of each financial asset.
The estimation of risk parameters incorporates all available relevant information, not only historical and current loss
data, but also reasonable and supportable forward-looking information reflected by the future expectation factors. This
information includes macroeconomic factors and forecasts of future economic conditions. The impairment amount for
receivables is predominantly determined on a collective basis.
A financial instrument is written off when there is no reasonable expectation of recovery, for example, at the end of
insolvency proceedings or after a court decision of uncollectibility. Significant modification of financial assets (e.g., with a
change in the present value of the contractual cash flows of 10%) also leads to derecognition of the financial assets with a
simultaneous recognition of new financial assets.
An accrual is recognized when goods or services have been received or supplied but have not been paid, invoiced or
formally agreed with the supplier. The amount recognized represents the best estimate of the obligation at the reporting
date. Accruals are recognized at their settlement amount deemed necessary in accordance with prudent business
judgment.
If the criteria of the regulations on recognition and measurement of provisions or accruals are not fulfilled and the
possibility of a cash outflow upon settlement is not unlikely, the item is to be presented as a contingent liability, insofar as it
is adequately measurable. The amount disclosed as a contingent liability represents the best estimate of the possible
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obligation at the reporting date. Provisions and contingent liabilities are regularly reviewed and adjusted as further
information becomes available or circumstances change.
4. Functional costs
General administrative expenses amounted to €14.9 thousand. They consist of expenses which are not attributable to
production, sales or research and development functions, and comprise solely other administrative costs.
5. Taxes
The current and deferred tax income or expense of the company is € 0 for the stub period.
DTHAG is domiciled in Germany with an applicable income tax rate as of September 30, 2021, at 30.5%. It consists of a
federal corporate income tax rate of 15.0%, a solidarity tax surcharge of 5.5% on each year’s federal corporate income
taxes, and a trade tax rate of 14.7%. The deferred taxes were measured using the substantively enacted tax rates.
The change of unrecognized deferred tax assets results from a non-recognition of deferred tax assets in 2021.
At September 30, 2021, unrecognized deferred tax assets relating to corporate income tax loss carryforwards and to
temporary differences can be carried forward indefinitely.
DTHAG believes that the utilization of those deferred tax assets is not probable, or it cannot be reliably documented that
sufficient future taxable income will be available against which the deductible temporary differences, tax loss carryforwards
and tax credits can be offset. As the probability criterion required by IAS 12 is therefore not fulfilled, no deferred tax assets
are recognized. The current estimate of deferred tax assets which are considered to be realizable may change in the future,
necessitating higher or lower deferred tax assets.
Based on the applicable German income tax rate of 30.5 % multiplied with the company’s loss before taxes (€ -16.9
thousand) expected income tax income amounts to € 5.1 thousand. The amount of expected tax income deviates from the
amount of tax income booked (€ 0), since no deferred tax on temporary differences (€ 0.6 thousand) nor on current year
tax losses (€ 4.5 thousand) has been recognized.
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8. Equity
Share capital
Share capital (authorized capital) in the amount of € 50 thousand consists of 50,000 no-par value shares with a nominal
value of € 1 each. All shares are fully paid up. Each share grants one voting right at the Annual Shareholder’s Meeting and is
entitled to dividend.
Capital reserves
Until June 30, 2021, Daimler Grund made an additional payment via the IC-account provided by DAG in the amount of € 150
thousand to the capital reserve pursuant to Section 272 subsection 2 number 4 of the HGB (the amount of other additional
payments made by shareholders to equity).
Retained earnings
Retained earnings comprise the net result. Net loss for the period amounts to € -16.9 thousand.
They include, in particular, companies in the Daimler Group (DAG and its direct and indirect interests – including Daimler
Truck operations), since DTHAG is controlled by DAG. Related parties also include nonconsolidated DAG subsidiaries, joint
ventures, associates, and post-employment benefit plans. Furthermore, it includes persons, who exercise a significant
influence on the financial and business policy of the Daimler Truck Business. The latter category includes all persons in key
positions and their close family members. For the Daimler Truck Business, those persons are the members of the Board of
Management and of the Supervisory Board of DTHAG as well as DAG as the ultimate controlling parent.
Board Members
With effect from July 12, 2021, the following members of the Board of Management of DTAG were appointed as members
of the Board of Management of DTHAG in addition to their existing roles within Daimler Truck Business:
In the course of the formation of DTHAG, Fabian Römer and Lars Wettlaufer were initially appointed in March 2021 as
members of the Board of Management. The aforementioned persons are executives of DAG who were appointed for the
purpose of preparing the spin-off and hive-down. Both have therefore resigned from office with effect from the expiry of
July 11, 2021.
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Members of the Board of Management are currently employed by DTAG (Jochen Götz) and DAG (Martin Daum). The
employment contracts will be transferred to DTHAG with execution of the spin-off. Compensation will be paid by DTHAG as
of that date and no compensation was owed in the stub period from March 25 to September 30, 2021.
As at the balance sheet date members of the founding supervisory board are Tim Zech, Robert Köthner and Dr. Annette
Matzat. With execution of the spin-off, they will resign, and the first general meeting of DTHAG will elect 20 members.
There was no compensation owed in the stub period from March 25 to September 30, 2021.
As provided in the cost reimbursement agreement DAG exempts DTHAG from all costs that it incurs, and which are directly
linked to the spin-off procedures. These include but are not limited to costs of the general meeting, entries in the
commercial register, spin-off report, audit of spin-off and costs for consultants, banks, insurers. For further transactions
with related parties in the course of the spin-off also refer to Note 1 “General information”.
Accordingly, DTHAG will be the issuer of all of the new shares. The shares are to be admitted to trading on the regulated
market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), Germany, with
simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime
Standard) of the Frankfurt Stock Exchange.
However, immediately after the spin-off and the hive-down, DTHAG will issue additional new shares to Daimler Grund, a
direct and fully owned subsidiary of Daimler AG, in exchange for a capital contribution in kind by Daimler Grund into
DTHAG, that is a contribution of its shareholding in Daimler Truck AG.
Board of Management
For reasons of Board efficiency, the future corporate bodies of DTHAG and DTAG are to be composed of the same persons.
For this reason, the members of the Board of Management of DTHAG and DTAG are intended in future to be identical
persons. Therefore, in addition to Martin Daum and Jochen Götz, the other current members of the Board of Management
of DTAG are also to be appointed as members of the Board of Management of DTHAG.
F-171
The Board of Management of DTHAG is therefore to be comprised of the following members after the spin-off has taken
effect:
It is intended in this regard to appoint the members of the Board of Management prior to the spin-off taking effect and thus
prior to the increase of the number of members of the Supervisory Board of DTHAG by the three-member founding
Supervisory Board of DTHAG.
Supervisory Board
It is intended to enlarge the Supervisory Board of DTHAG to 20 members by amending the articles of association
immediately after the spin-off takes effect. The 20 members all are to be elected prior to the spin-off by the General
Meeting of DTHAG and thus formally as shareholder representatives. Ten of these members are to be elected in
coordination with the employees’ side.
With the goal of efficient work of the Board, it is intended that the Supervisory Board of DTHAG and the Supervisory Board
of DTAG are to be composed of the same persons.
It is therefore intended that the following ten persons will be elected to the Supervisory Board of DTHAG as shareholder
representatives:
Renata Jungo Brüngger and Harald Wilhelm are representatives of DAG. The other shareholder representatives on the
Supervisory Board of DTHAG are independent of DAG. To the extent that some of the aforementioned persons are not
currently members of the Supervisory Board of DTAG, they are also to be elected to the Supervisory Board of DTAG prior to
the spin-off taking effect.
It is intended that the following eight persons will be elected to the Supervisory Board of DTHAG upon proposal from the
employees' side:
Michael Brecht, Deputy Chairman of the Supervisory Board of DAG; Chairman of the Group Works Council of DAG;
Chairman of the General Works Council of DAG; Chairman of the Works Council of the Mercedes-Benz plant in
Gaggenau;
Bruno Buschbacher, Chairman of the Works Council of the Mercedes-Benz plant in Mannheim;
Harald Dorn, Chairman of the Spokespersons' Committee Wörth/Germersheim and member of the Group
Spokespersons' Committee;
Jörg Lorz, Chairman of the Works Council of the Mercedes-Benz plant in Kassel;
Claudia Peter, First Authorized Representative of IG Metall Gaggenau;
Roman Zitzelsberger, District Manager of IG Metall Baden-Württemberg;
Thomas Zwick, Chairman of the Works Council of the Mercedes-Benz plant in Wörth;
Jörg Köhlinger, Representative of IG Metall (German Metalworkers’ Union);
Andrea Reith.
F-172
The proposal of the employees’ side for one further person to be elected to the Supervisory Board of DTHAG is currently
still pending.
With the appointment of the new Supervisory Board members, the current members of the Supervisory Board of DTHAG,
which are Tim Zech (Vice President Head of Tax Daimler Group, and Chairman of the Supervisory Board), Robert Köthner
(Vice President Accounting & Financial Reporting, Chief Accounting Officer, and Deputy Chairman of the Supervisory Board),
and Dr. Annette Matzat (Head of HR & Labor Policy HRP), will resign from office.
F-173
The financial statements were authorised for issue on October 22, 2021 by DTHAG’s Board of Management.
F-174
Independent Auditor's
Report
To Daimler Truck Holding AG, Stuttgart
Opinion
We have audited the financial statements of Daimler Truck Holding AG, Stuttgart, (the Company),
which comprise the statement of financial position as at September 30, 2021, and the statement of
comprehensive income, statement of changes in equity and statement of cash flows for the stub
period from March 25, 2021 to September 30, 2021, and notes to the financial statements, including a
summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the
financial position of the Company as at September 30, 2021, and (of) its financial performance and its
cash flows for the stub period from March 25, 2021 to September 30, 2021 in accordance with
International Financial Reporting Standards (IFRSs).
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor's Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Company in
accordance with the International Ethics Standards Board for Accountants “Code of Ethics for
Professional Accountants (IESBA Code)” together with the ethical requirements that are relevant to
our audit of the financial statements in Germany, and we have fulfilled our other German professional
responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in
accordance with IFRSs, as adopted by the EU, and for such internal control as management determines
is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless management either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.
F-175
Those charged with governance are responsible for overseeing the Company's financial reporting
process.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor's report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
– Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
– Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control.
– Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the management.
– Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the Company to
cease to continue as a going concern.
– Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.
F-176
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
Bock Mokler
Wirtschaftsprüfer Wirtschaftsprüfer
[German Public Auditor] [German Public Auditor]
F-177
21 GLOSSARY
G-1
“Bridge Facility” . . . . . . . . . . . . . . . . means the EUR 13 billion term loan facility included in the
EUR 18 Billion Credit Facilities Agreement.
“CAD” . . . . . . . . . . . . . . . . . . . . . . means the legal currency of Canada.
“Capital Increase Against Contribution
in Kind I” . . . . . . . . . . . . . . . . . . . means the capital increase against contribution in kind of
Daimler Truck Holding AG for the purpose of implementing the
Spin-off.
“Capital Increase Against Contribution
in Kind II” . . . . . . . . . . . . . . . . . . means the capital increase against contribution in kind of
Daimler Truck Holding AG for the purpose of implementing the
Hive-down.
“Capital Increase Against Contribution
in Kind III” . . . . . . . . . . . . . . . . . means the capital increase against contribution in kind of
Daimler Truck Holding AG.
“CASE” . . . . . . . . . . . . . . . . . . . . . . means Connectivity (networking), Autonomous (autonomous
driving), Shared & Services (flexible usage) and Electric
(electric mobility).
“CATL” . . . . . . . . . . . . . . . . . . . . . . means Contemporary Amperex Technology Co. Limited.
“cellcentric” . . . . . . . . . . . . . . . . . . . means cellcentric GmbH & Co. KG.
“Citigroup” . . . . . . . . . . . . . . . . . . . means Citigroup Global Markets Europe AG, Reuterweg 16,
60323 Frankfurt am Main, Germany.
“CKD” . . . . . . . . . . . . . . . . . . . . . . means Completely Knocked Down.
“CMS” . . . . . . . . . . . . . . . . . . . . . . means Compliance Management System.
“CMVSS” . . . . . . . . . . . . . . . . . . . . means the Canadian Motor Vehicle Safety Standards.
“Code” . . . . . . . . . . . . . . . . . . . . . . means German Corporate Governance Code.
“Combined Financial Statements” . . . . means Audited Combined Financial Statements and Unaudited
Condensed Interim Combined Financial Statements.
“Company” . . . . . . . . . . . . . . . . . . . means Daimler Truck Holding AG.
“Company Internal Analysis” . . . . . . . means Group’s own analysis and adjustment or supplementation
where necessary of a combination of publicly available and non-
public data, including some of which was independently
commissioned.
“Contribution Margin” . . . . . . . . . . . . means the marginal profit, calculated as revenue minus variable
cost.
“Covid-19” . . . . . . . . . . . . . . . . . . . . means the global outbreak of the SARS-CoV-2 coronavirus.
“Cummins” . . . . . . . . . . . . . . . . . . . means Cummins Inc.
“D&O” . . . . . . . . . . . . . . . . . . . . . . means director and officer.
“Daimler” or “Daimler Group” . . . . . . means Daimler AG, together with its consolidated subsidiaries.
“Daimler AG” or “Existing Shareholder” means Daimler AG, Stuttgart.
“Daimler Division” . . . . . . . . . . . . . . means companies of the Daimler Group and the activities
conducted by them which are subject to change from time to
time.
“Daimler Grund” . . . . . . . . . . . . . . . means Daimler Verwaltungsgesellschaft für Grundbesitz mbH,
Schönefeld.
“Daimler Kamaz” . . . . . . . . . . . . . . . means the joint venture named DAIMLER KAMAZ RUS OOO
established by the agreement of 2009 between Daimler AG and
Russian automotive manufacturer KAMAZ.
G-2
“Daimler Truck AG” . . . . . . . . . . . . . means Daimler Truck AG, Stuttgart.
“Daimler Truck Business” . . . . . . . . . . means the legal entities and operations of Daimler Trucks &
Buses and Daimler Truck Financial Services which are subject
to the Phase 1 Transactions.
“Daimler Truck Division” . . . . . . . . . . means the respective companies of the Daimler Truck Group
and the activities conducted by them which are subject to
change from time to time.
“Daimler Truck Financial Services” . . . means the Daimler financial services business related to the
Daimler trucks and buses business.
“Daimler Trucks & Buses” . . . . . . . . . . means the Daimler trucks and buses business.
“DB” . . . . . . . . . . . . . . . . . . . . . . . . means Daimler Buses.
“Deconsolidation Agreement” . . . . . . . means the deconsolidation agreement entered on August 6, 2021
by Daimler AG, Daimler Grund and the Company in notarized
form.
“Demerger and Hive-down Agreement” means the spin-off and hive-down agreement (Abspaltungs- und
Ausgliederungsvertrag) relating to the Spin-off and the Hive-
down between the Company and Daimler AG and entered into
in notarized form on August 6, 2021.
“Demerger Transactions” . . . . . . . . . . means the Spin-off, Hive-down and Capital Increase Against
Contribution in Kind III considered together.
“Demerger Transactions Effective Date” means the date each of the Demerger Transactions will become
effective upon registration with the relevant commercial register,
which is expected to occur on or about December 9, 2021.
“Detroit Diesel” . . . . . . . . . . . . . . . . . means Detroit Diesel Corporation.
“Deutsche Bank” . . . . . . . . . . . . . . . . means Deutsche Bank Aktiengesellschaft, Taunusanlage 12,
60325 Frankfurt am Main, Germany.
“DICV” . . . . . . . . . . . . . . . . . . . . . . means Daimler India Commercial Vehicles Private Limited.
“Disposal” . . . . . . . . . . . . . . . . . . . . means, regardless of whether directly or indirectly, any sale, any
transfer, any obligation to transfer, any pledge or any other
encumbrance, any disposition (whether in whole or in part, for
instance with regard to the voting rights or the commercial
opportunities and risks, and whether legally or economically, in
rem or under the law of obligations) and any other conduct (act,
toleration or omission) by Daimler AG which is economically
comparable to one or more of the above activities.
“DSN” . . . . . . . . . . . . . . . . . . . . . . . means Daimler Supplier Network.
“DTBC” ..... .... ..... .... ... means Daimler Trucks and Buses (China) Ltd.
“DTC” . . . . . . . . . . . . . . . . . . . . . . . means Daimler Truck China Limited.
“D&O” . . . . . . . . . . . . . . . . . . . . . . means directors & officers.
“ENGIE” . . . . . . . . . . . . . . . . . . . . . means ENGIE S.A.
“EPA” . . . . . . . . . . . . . . . . . . . . . . . means the U.S. Environmental Protection Agency.
“ESG” . . . . . . . . . . . . . . . . . . . . . . . means Environmental, Social and Governance.
“ESP” . . . . . . . . . . . . . . . . . . . . . . . means Electronic Stability Program.
“EU Short Selling Regulation” ... ... means Regulation (EU) No. 236/2012 of the European
Parliament and of the Council of March 14, 2012 on short
selling and certain aspects of credit default swaps.
“EU30” . . . . . . . . . . . . . . . . . . . . . . means the member states of the European Union along with the
United Kingdom, Switzerland and Norway.
G-3
“EUR or Euro” . . . . . . . . . . . . . . . . . means EUR or Euro refers to the legal currency of Germany as
(an accounting currency) from January 1, 1999, and (as a
circulation currency) from January 1, 2002.
“EUR 18 Billion Credit Facilities
Agreement” . . . . . . . . . . . . . . . . . . means the EUR 18 billion credit facilities agreement concluded
on August 6, 2021 by Daimler Truck Holding AG and Daimler
Truck AG and further subsidiaries of the Group with BNP
PARIBAS, Citibank N.A. London Branch, Deutsche Bank AG
Luxembourg Branch and JPMorgan Chase Bank N.A. London
Branch acting as underwriters, and BNP PARIBAS,
Citibank N.A. London Branch, Deutsche Bank AG and
J.P. Morgan AG acting as coordinators, bookrunners and
mandated lead arrangers, with Deutsche Bank
Luxembourg S.A. acting as facility agent, and Deutsche Bank
Trust Company Americas acting as swingline agent for the
Canadian currency and the U.S. currency.
“EVBox” . . . . . . . . . . . . . . . . . . . . . means EVBox B.V.
“Existing Shares” . . . . . . . . . . . . . . . means 50,000 existing ordinary registered shares with no-par
value (auf den Namen lautende Stückaktien) of the Company.
“FCCC” ..... .... ..... .... ... means Freightliner Custom Chassis Corporation.
“FCEV” . . . . . . . . . . . . . . . . . . . . . . means fuel-cell electric vehicle.
“Financial Services” or “Financial
Services Business” . . . . . . . . . . . . . means the Group’s Financial Services reporting segment.
“Financial Services Carve-out” . . . . . . means the ongoing carve-out process in relation to the financial
services solutions.
“FMVSS” . . . . . . . . . . . . . . . . . . . . . means the U.S. Federal Motor Vehicle Safety Standards.
“Foton” . . . . . . . . . . . . . . . . . . . . . . means Beiqi Foton Motor Co., Ltd.
“FTT” . . . . . . . . . . . . . . . . . . . . . . . means Financial Transaction Tax.
“Gamma Partnerships” . . . . . . . . . . . means Grundstücksverwaltungsgesellschaft Daimler AG & Co.
Gamma 1 OHG, Grundstücksverwaltungsgesellschaft
Daimler AG & Co. Gamma 2 OHG,
Grundstücksverwaltungsgesellschaft Daimler AG & Co.
Gamma 3 OHG and Grundstücksverwaltungsgesellschaft
Daimler AG & Co. Gamma 4 OHG, each with its registered
office in Schönefeld, Germany.
“GDPR” . . . . . . . . . . . . . . . . . . . . . means the European Union’s General Data Protection
Regulation.
“GDs” . . . . . . . . . . . . . . . . . . . . . . . means General Distributors.
“GHG” . . . . . . . . . . . . . . . . . . . . . . means greenhouse gases.
“Goldman Sachs Bank Europe SE” . . . means Goldman Sachs Bank Europe SE, Taunusanlage 9-10,
60329 Frankfurt am Main, Germany.
“GRMC” . . . . . . . . . . . . . . . . . . . . . means Group’s Risk Management Committee.
“Group”, “Daimler Truck Group” or
“Daimler Truck” . . . . . . . . . . . . . . means (i) in case of statements or information relating to the
time prior to the Demerger Transactions Effective Date
(including for the purpose of the historical financial
information presented in this Prospectus), the Daimler Truck
Business; and (ii) in case of statements or information relating
to the time upon and after the Demerger Transactions Effective
Date, the Company and its consolidated subsidiaries.
G-4
“Group Separation Agreement” . . . . . . means the group separation agreement entered into on August 6,
2021 by Daimler AG and the Company in notarized form.
“GSA Lock-Up Period” . . . . . . . . . . . means the period until the end of the day that is 36 months after
the first day on which the Shares in the Company are traded on
the Frankfurt Stock Exchange during which Daimler AG may
not dispose any of the shares it holds directly or indirectly in the
Company at the time of the consummation of the Demerger and
Hive-down Agreement without the prior consent of the
Company.
“GVWR” . . . . . . . . . . . . . . . . . . . . . means gross vehicle weight rating.
“H2Accelerate” . . . . . . . . . . . . . . . . . means the commitment of the Company, commercial vehicle
manufacturer IVECO/CNH Industrial, chemical producer OMV,
Shell and Volvo to work together in a consortium, as announced
on December 15, 2020.
“HDT” . . . . . . . . . . . . . . . . . . . . . . means heavy-duty trucks.
“HMI” . . . . . . . . . . . . . . . . . . . . . . . means human-machine interface.
“ICE” . . . . . . . . . . . . . . . . . . . . . . . means internal combustion engine.
“IFRS” . . . . . . . . . . . . . . . . . . . . . . means International Financial Reporting Standards.
“IHS Markit” . . . . . . . . . . . . . . . . . . means IHS Markit, “Medium Heavy Commercial Vehicle
Industry Forecast,” dated August 2021.
“Industrial Business” . . . . . . . . . . . . . means the Automotive Segments together with Reconciliation.
“IP” . . . . . . . . . . . . . . . . . . . . . . . . means intellectual property.
“ISIN” . . . . . . . . . . . . . . . . . . . . . . . means International Securities Identification Number.
“IT” . . . . . . . . . . . . . . . . . . . . . . . . means information technology.
“J.P. Morgan” . .... ..... .... ... means J.P. Morgan AG, Taunustor 1, TaunusTurm, 60310
Frankfurt am Main, Germany.
“JPY” . . . . . . . . . . . . . . . . . . . . . . . means the legal currency of Japan.
“KPMG” . . . . . . . . . . . . . . . . . . . . . means KPMG AG Wirtschaftsprüfungsgesellschaft,
Klingelhöferstraße 18, 10785 Berlin.
“kWh” . . . . . . . . . . . . . . . . . . . . . . . means kilowatt hours.
“LDT” . . . . . . . . . . . . . . . . . . . . . . . means light-duty segment.
“LDWS” . . . . . . . . . . . . . . . . . . . . . means Lane Departure Warning System.
“LEI” . . . . . . . . . . . . . . . . . . . . . . . means Legal Entity Identifier.
“License Agreements” . . . . . . . . . . . . means license agreements with Daimler AG.
“lidar” . . . . . . . . . . . . . . . . . . . . . . . means Light Detection and Ranging.
“Linde” . . . . . . . . . . . . . . . . . . . . . . means Linde Hydrogen FuelTech GmbH.
“Listing Agents” . . . . . . . . . . . . . . . . means BNP PARIBAS, Citigroup and Goldman Sachs Bank
Europe SE.
“Listing Agreement” . . . . . . . . . . . . . means the listing agreement of November 26, 2021 between the
Company, the Existing Shareholder and the Banks in connection
with the Admission to Trading.
“Local Separation Transactions” . . . . . means the separation of the trucks and buses business from the
cars and vans business in the relevant jurisdictions and the
necessary transfer of the shares in companies or assets
attributable to the trucks and buses business from Mercedes-
Benz AG or its subsidiaries to Daimler Truck AG or its
subsidiaries, or vice versa, by way of various transactions,
G-5
including but not limited to, asset deals, share deals and
divestitures to external parties.
“Lock-up Period” . . . . . . . . . . . . . . . means the agreement pursuant to which Daimler AG undertakes
vis-à-vis the Company not to dispose of any of the shares in the
Company held directly or indirectly by Daimler AG at the time
of the consummation of the Demerger and Hive-down
Agreement without the prior consent of the Company until the
end of the day that is 36 months after the first day on which the
shares in the Company are traded on the Frankfurt Stock
Exchange.
“Luminar” . . . . . . . . . . . . . . . . . . . . means Luminar Technologies, Inc.
“Management Board” . . . . . . . . . . . . means the Company’s management board.
“Manufacturer” .... ..... .... ... means manufacturer for the purposes of the MiFID II Product
Governance Requirements.
“MB” . . . . . . . . . . . . . . . . . . . . . . . means the Mercedes-Benz segment.
“MDT” . . . . . . . . . . . . . . . . . . . . . . means medium-duty trucks.
“Mercedes-Benz Bus” . . . . . . . . . . . . . means the Mercedes-Benz bus brand.
“MFTBC” . . . . . . . . . . . . . . . . . . . . means Mitsubishi Fuso Truck and Bus Corporation.
“MiFID II Product Governance
Requirements” . . . . . . . . . . . . . . . . means (a) MiFID II; (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II;
and (c) local implementing measures, collectively.
“MTSA” . . . . . . . . . . . . . . . . . . . . . means Master Agreement for Transitional Services entered into
by Daimler AG and Daimler Truck AG on September 20, 2021.
“Multi-Use IP Rights” . . . . . . . . . . . . means some IP Rights that have been used by several divisions
at the same time or could have been used at the same time in
the future by the current Daimler Group.
“MW” . . . . . . . . . . . . . . . . . . . . . . . means megawatt.
“New FTT” . . . . . . . . . . . . . . . . . . . means the final proposal announced by the German Federal
Finance Minister on December 9, 2019 for a Directive for a
financial transaction tax implemented by way of the enhanced
cooperation mechanism to nine other participating EU member
states.
“New Shares” . . . . . . . . . . . . . . . . . . means 822,901,882 newly issued ordinary registered shares with
no-par value (auf den Namen lautende Stückaktien) from capital
increases against contribution in kind resolved upon by an
extraordinary general meeting of the Company on November 5,
2021.
“NHTSA” .... .... ..... .... ... means National Highway Traffic Safety Administration.
“NMC” . . . . . . . . . . . . . . . . . . . . . . means nickel manganese cobalt oxide.
“North America” . . . . . . . . . . . . . . . . means the United States, Canada and Mexico.
“OEMs” ..... .... ..... .... ... means original equipment manufacturers.
“OFAC” . . . . . . . . . . . . . . . . . . . . . . means the Office of Foreign Asset Control.
“OTA” . . . . . . . . . . . . . . . . . . . . . . . means over-the-air.
“Paris Agreement” .. ..... .... ... means the international climate agreement.
“Phase 1 Transactions” .... .... ... means the first phase which includes reorganization measures
and transfers of certain legal entities and operations of Daimler
Trucks & Buses and Daimler Truck Financial Services to
G-6
Daimler Truck AG and to subsidiaries of Daimler Truck AG
which have already occurred prior to the date of this Prospectus
or will have been completed by December 1, 2021.
“Phase 2 Transactions” .... .... ... means the second phase which includes reorganization measures
and transfers of certain remaining legal entities and operations
of Daimler Trucks & Buses and Daimler Truck Financial
Services to the Group that will be implemented in 2022 (i.e.,
after the Demerger Transactions Effective Date).
“Power Electronics” . . . . . . . . . . . . . . means Power Electronics USA, Inc.
“PP&E” . . . . . . . . . . . . . . . . . . . . . . means property, plant and equipment.
“Proterra” . . . . . . . . . . . . . . . . . . . . means Proterra Inc.
“Reconciliation” . . . . . . . . . . . . . . . . means the segment in which other business activities and
investments, in particular in the area of autonomous driving, as
well as functions and services provided by the Group’s
headquarters and other Group companies that are not allocated
to the segments and projects managed by headquarters are
recorded. In 2021, Volvo and Daimler Truck AG entered into a
50-50 joint venture called cellcentric GmbH & Co. KG for the
development, manufacture and marketing of hydrogen fuel cells
and systems, which is also included in Reconciliation.
“Registerable IP Rights” . . . . . . . . . . . means the technical and non-technical property rights eligible
for registration, in particular, trademarks, domain names, designs
and technical property rights.
“Revolving Credit Facility” . . . . . . . . . means the EUR 5 billion multicurrency revolving credit facility
included in the EUR 18 Billion Credit Facilities Agreement.
“Rolls-Royce” . . . . . . . . . . . . . . . . . . means Rolls-Royce plc.
“SAE Level 4” . . . . . . . . . . . . . . . . . means autonomous driving with the goal of commercializing
integrated fully automated, correction-capable driving solutions.
“Service Share of Revenue” . . . . . . . . means the percentage of revenue from services of the Industrial
Business and Financial Services plus leasing installments from
finance leases (numerator) divided by the total of a) new vehicle
revenues from the Industrial Business minus b) additions to
Financial Services finance and operating leases plus c) the
numerator.
“Shares” . . . . . . . . . . . . . . . . . . . . . means the Existing Shares and the New Shares.
“Shell” . . . . . . . . . . . . . . . . . . . . . . . means Shell New Energies NL B.V.
“Siemens” . . . . . . . . . . . . . . . . . . . . means Siemens AG.
“Supervisory Board” . . . . . . . . . . . . . means the Company’s supervisory board.
“TA” . . . . . . . . . . . . . . . . . . . . . . . . means Trucks Asia.
“TaaS” . ..... .... ..... .... ... means transportation as a service.
“Target Market Assessment” . . . . . . . . means Shares have been subject to a product approval process,
which has determined that the Shares are: (i) compatible with an
end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II.
“TCO” . . . . . . . . . . . . . . . . . . . . . . means total cost of ownership.
“TOCs” . . . . . . . . . . . . . . . . . . . . . . means Truck Operating Centers.
“Torc” . . . . . . . . . . . . . . . . . . . . . . . means Torc Robotics, Inc.
G-7
“TotalEnergies” . . . . . . . . . . . . . . . . . means TotalEnergies Marketing Services S.A.S.
“TN” . . . . . . . . . . . . . . . . . . . . . . . . means Trucks North America.
“Trademark Licensing and Domain
Usage Agreement Mercedes-Benz” . . . means the trademark licensing and domain usage agreement
concluded on September 27, 2021 between Daimler Brand & IP
Management GmbH & Co. KG as licensor and Daimler
Truck AG as licensee for the licensing of the “Mercedes-
Benz” and “Mercedes-Benz Star” trademarks as well as for the
use of certain domain names belonging to the business segment
of Daimler Truck AG that comprise the component “Mercedes-
Benz”.
“TRATON” . . . . . . . . . . . . . . . . . . . means TRATON SE.
“Treasury Shares” . . . . . . . . . . . . . . . means the shares in the Company that are acquired and used by
the Company.
“TSAs” . . . . . . . . . . . . . . . . . . . . . . mean agreements for transitional services.
“TT” . . . . . . . . . . . . . . . . . . . . . . . . means Truck Technology Group.
“Unaudited Condensed Interim
Combined Financial Statements” . . . . means the unaudited condensed interim combined financial
statements of the Daimler Truck Business as of and for the nine
months ended September 30, 2021.
“United States”, “US” and “U.S.” . . . . means the United States of America.
“USD”, “$” or “US dollar” . . . . . . . . . means the legal currency of the United States.
“Volvo” . . . . . . . . . . . . . . . . . . . . . . means Aktiebolaget Volvo (publ).
“Waymo” . . . . . . . . . . . . . . . . . . . . . means Waymo LLC.
“ZEV” . . . . . . . . . . . . . . . . . . . . . . . means zero-emission vehicle.
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22 RECENT DEVELOPMENTS AND OUTLOOK
22.1 Recent Developments
On October 28, 2021, S&P Global Ratings assigned a long-term issuer credit rating of BBB+ (outlook stable)
to Daimler Truck AG, and on October 28, 2021, Moody’s assigned a long-term issuer credit rating of A3
(outlook stable) to Daimler Truck AG.
On November 5, 2021, the Company’s general meeting resolved to increase the Company’s share capital in
connection with the Demerger Transactions by way of each of the Capital Increase Against Contributions in
Kind I, II and III, respectively, as follows:
• For the purpose of the Spin-off and the Capital Increase Against Contribution in Kind I, the
Company’s general meeting resolved to increase the Company’s share capital from EUR 50,000 by
EUR 534,918,723 to EUR 534,968,723;
• For the purpose of the Hive-down and the Capital Increase Against Contribution in Kind II, the
Company’s general meeting resolved to increase the Company’s share capital from EUR 534,968,723
by EUR 233,936,002 to EUR 768,904,725; and
• For the purpose of the Capital Increase Against Contribution in Kind III, the Company’s general
meeting resolved to increase the Company’s share capital from EUR 768,904,725 by EUR 54,047,157
to EUR 822,951,882.
The effectiveness of each of the Capital Increase Against Contributions in Kind I, II and III, respectively, upon
registration with the relevant commercial register (Handelsregister) of the local court (Amtsgericht) of Stuttgart,
Germany, is expected to be on or about December 9, 2021. The issuance of the new shares following each of
the Capital Increase Against Contributions in Kind I, II and III will become effective simultaneously with the
effectiveness of each of the Capital Increase Against Contributions in Kind I, II and III, respectively.
In November 2021, Daimler AG effected payments to Daimler Truck AG for the capital and liquidity funding
measures prior to the consummation of the Demerger Transactions comprising (i) a EUR 1,987 million
contribution to equity (capital reserves) to enable Daimler Truck AG (or its subsidiaries) to acquire and build
up the commercial vehicle-related financial services business and to acquire companies, business activities and
economic goods (including rights to use trademarks and patents) attributable to the trucks and buses division,
(ii) a EUR 250 million contribution to equity (capital reserves) to strengthen the assets held to cover Daimler
Truck Group’s pension obligations, and (iii) a EUR 3,143 million contribution to equity (capital reserves) to
ensure that Daimler Truck AG has an adequate equity base.
In order to finalize the planned reorganization process ahead of the Demerger Transactions Effective Date,
since September 30, 2021, the remaining Phase 1 Transactions and other reorganization measures have either
been completed prior to the date of this Prospectus or will have been completed by December 1, 2021. For
further information, see “3. Separation, Demerger Transactions and Admission to Trading”.
For further information regarding the effects of the capital and liquidity funding measures, the remaining Phase
1 Transactions and certain other measures on the capitalization and indebtedness of the Daimler Truck Group,
all taken or to be taken prior to the consummation of the Demerger Transactions, see “6. Capitalization,
Indebtedness and Statement on Working Capital”.
John O’Leary, Karin Rådström, Dr. Andreas Gorbach, Jürgen Hartwig, Stephan Unger and Karl Deppen were
appointed as members of the Management Board with the appointment taking effect on or about December 1,
2021. On December 2, 2021, twenty new members of the Supervisory Board will be elected by the Company’s
general meeting under the condition precedent that their election shall become effective upon the Amended
Articles Effective Date, which is expect to occur on or about December 9, 2021.
The Group also intends to offer, through finance subsidiaries, senior unsecured notes guaranteed by Daimler
Truck Holding AG and Daimler Truck AG and denominated in U.S. dollars, Canadian dollars and/or Euros
across a market standard range of maturities in an aggregate principal amount of approximately up to the
amount of the Bridge Facility. The Bond Offerings may be launched, subject to market conditions, at any time,
including before or after the Demerger Transactions Effective Date. The Bond Offerings are independent of the
Demerger Transactions, are not conditional upon one another and may be consummated at different times. To
the extent the Bond Offerings are successfully completed, the Bridge Facility will either be mandatorily prepaid
or cancelled in an amount equal to 90% of the available net proceeds received from the Bond Offerings by the
Group.
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22.2 Outlook
The Group expects underlying market demand for trucks and buses to be very strong in 2021 and 2022, but for
2022 to be subject to ongoing supply constraints. In the market for heavy-duty trucks, the Company assumes a
significant increase in EU30 market volume for 2021 and assumes that this market will stay on the same level
for 2022. In North America, the Company assumes a significant increase in the market volume for trucks of
class 8 for 2021 and assumes that this market will also stay on the same level for 2022.
For the period from January 1, 2021 to December 31, 2021, the Company expects EBIT of the Group to be
between EUR 3.4 billion and 3.8 billion. However, the Company expects Adj. EBIT of the Group to be
between EUR 2.3 billion and EUR 2.7 billion.
For the period from January 1, 2022 to December 31, 2022, the Company expects EBIT of the Group to
decrease slightly compared to 2021. However, the Company expects Adj. EBIT of the Group to significantly
increase compared to 2021.
For additional information and especially the underlying assumptions, see “8 Profit Forecast.”
In addition, the Group expects Investments in PP&E to be between EUR 0.9 and billion EUR 1.0 billion in
2021 and to stay on the same level in 2022. The Group further expects FCF for the Industrial Business to be
between EUR 1.5 billion and EUR 2.0 billion in 2021 and to decrease slightly in 2022 compared to 2021.
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