Schaeffler : Interim statement Q1 2024

We pioneer motion

Interim Statement Q1 2024

	Schaeffler Group | 2024	Interim Statement Q1	2

Highlights Q1 2024

Revenue at prior year level

Revenue at EUR 4.1 bn (0.0% at constant currency)

(prior year: EUR 4.2 bn)

Slight decrease in EBIT margin

EBIT margin before special items 7.9%

(prior year: 8.1%)

Cash flow negative due to seasonal factors

Free cash flow before cash in- and outflows for M&A activities at EUR -166 m

(prior year: EUR -73 m)

	Schaeffler Group | 2024	Interim Statement Q1	3

Significant events - first quarter 2024

Planned business combination with ­Vitesco Technologies Group AG

The planned business combination with Vitesco Technologies Group AG, a key step of the transformation, is progressing on schedule. The overall transaction is structured in three steps and is designed to result in a merger of Vitesco Technologies Group AG into Schaeffler AG.

In the first step, the public tender offer was completed for all shares in Vitesco Technologies Group AG tendered and the cash consideration of EUR 94 per share paid on January 5, 2024. The cash consideration for all shares acquired (a total of approximately 12 million shares) amounted to approximately EUR 1.1 bn. Upon closing of the public tender offer and payment of the con- sideration, the Schaeffler Group obtained significant influence and has been accounting for Vitesco Technologies Group AG under the equity method as an associated company in the Schaeffler Group's consolidated financial statements since January 5, 2024. Additionally, Schaeffler AG entered into an agreement with BofA Securities Europe S.A. to acquire a stake of

3.6 million shares - approximately 9% of the share capital of Vitesco Technologies Group AG - on January 22, 2024, increasing Schaeffler AG's shareholding in Vitesco Technologies Group AG to approximately 38.9%.

As the second step, resolutions approving the conversion of the common non-voting shares of Schaeffler AG into common voting shares at a ratio of 1:1 were passed by an extraordinary general meeting and a separate general meeting of the common

non-­voting shareholders on February 2, 2024. The share conversion is conditional on the completion of the merger as part of the business combination.

In the third step of the overall transaction, Schaeffler AG and Vitesco Technologies Group AG entered into a merger agreement on March 13, 2024, following approval by their respective Supervisory Boards. The agreement sets out the legally binding terms and conditions for the merger of Vitesco Technologies Group AG into Schaeffler AG. The preliminary exchange ratio published on February 26, 2024, 11.4 voting common Schaeffler AG shares for each Vitesco Technologies Group AG share held, was agreed as binding in the merger agreement. As a result, shareholders of Vitesco Technologies Group AG will receive 57 common Schaeffler AG shares in exchange for 5 common Vitesco Technologies Group AG shares. To become effective, the merger agreement requires the approval of the annual general meetings of both companies, which are scheduled for late April 2024. Effectiveness of the merger is conditional on subsequent entry of the merger in both companies' commercial registers and is still expected to occur in the fourth quarter of 2024. In this context, the company intends to have the common Schaeffler AG shares and the common non-voting Schaeffler AG shares that will be converted to common shares admitted for trading on the Frankfurt Stock Exchange (Prime Standard). This also applies to the common Schaeffler AG shares newly issued in the merger.

More information under: www.strongertogether24.com.

Financing transactions as part of the planned business combination

On January 2, 2024, Schaeffler AG drew down approximately EUR 1.1 bn under the existing bridge facility to finance the ­tender offer for all shares of Vitesco Technologies Group AG tendered on January 5, 2024.

Schaeffler AG issued a total of EUR 1.1 bn in bonds under its debt issuance program on January 15, 2024. The transaction consisted of two tranches (EUR 500 m with a coupon of 4.500%, due in August 2026, and EUR 600 m with a coupon of 4.750%, due in August 2029). The proceeds of the issuance were used to prepay in full the EUR 1.1 bn drawn under the existing bridge facility for the acquisition of the shares in Vitesco Technologies Group AG on January 19, 2024. Simultaneously, the line of credit under one of the facilities was reduced from a total of EUR 2.2 bn to EUR 387 m.

Two unutilized lines of credit under the bridge facility totaling EUR 1.25 bn were terminated on February 16, 2024.

On March 4, 2024, Schaeffler AG made a final drawdown of EUR 370 m under the bridge facility and terminated the remaining EUR 17 m line of credit.

	Schaeffler Group | 2024	Interim Statement Q1	4

On March 27, 2024, Schaeffler AG signed an amendment agreement for the existing syndicated group credit agreement with a group of international banks. The amendment agreement comprises an increase in the revolving credit facility from

EUR 2.0 bn to EUR 3.0 bn as well as a five-year term with two renewal options of one year each. The amendments agreed become effective upon completion of the business combination of Schaeffler AG and Vitesco Technologies Group AG.

On March 28, 2024, Schaeffler AG issued another bond series with a principal of EUR 850 m and a coupon of 4.500% due in March 2030 under its debt issuance program. Schaeffler AG used part of the issuance proceeds to repay the EUR 370 m in drawings under the bridge facility on April 4, 2024. As a result, the bridge facility has been fully replaced and brought to an end.

Other financing transactions

On January 15, 2024, Schaeffler AG drew down in full the

EUR 420 m loan with a six-year term under the loan agreement with the European Investment Bank signed in December 2023. The loan is primarily intended to support research and development for technologies in the fields of renewable energy, electric mobility, and hydrogen. Furthermore, the Schaeffler Group drew down approximately EUR 173 m under two additional lines of credit entered into in December 2023.

On March 26, 2024, Schaeffler AG redeemed an outstanding bond series of EUR 800 m upon maturity.

Other acquisitions during the period

On January 29, 2024, the Schaeffler Group increased its existing equity investment in Swedish start-upH2GS AB

("H2 Green Steel") by a further EUR 28 m to a total of EUR 100 m as announced in September 2023.

Changes regarding the divisions

The Bearings business division (BD), which was previously the responsibility of the Automotive Technologies division, was assigned to the Industrial division effective 2024. Additionally, the Automotive Aftermarket and Industrial divisions were renamed Vehicle Lifetime Solutions and Bearings & Industrial Solutions, respectively. Additionally, primarily the external business of the Special Machinery operations and of the service companies were carved out of their previous divisions and combined in the Others division. The equity-accounted investment in Vitesco Technologies Group AG is also reflected in this division.

Managing Directors' contracts renewed

At its meeting on February 23, 2024, the Supervisory Board of Schaeffler AG agreed to renew the contract of Matthias Zink, CEO of the Automotive Technologies division, for another five years effective January 1, 2025.

At its meeting on February 23, 2024, the Supervisory Board of Schaeffler AG also agreed to renew the contract of Jens Schüler, CEO of the Vehicle Lifetime Solutions division, by another five years effective January 1, 2025.

	Schaeffler Group | 2024	Interim Statement Q1	5

Schaeffler Group earnings

Revenue for the first quarter of 2024 was at the prior year level, excluding the impact of currency translation. Revenue declines at the Bearings & Industrial Solutions division were offset by growth at the Automotive Technologies and Vehicle Lifetime Solutions divisions.

More on the change in the divisions' organizational structure under "Significant events - first quarter 2024" on page 4.

The slight growth at the Automotive Technologies division was mainly attributable to higher volumes of the E-Mobilityand Chassis Systems BDs. The increase at the Vehicle Lifetime Solutions division was primarily the result of the impact of volumes in the Europe and Americas regions, especially in the Independent

				1st three months
						Change
in € millions		2024	2023	in %
Revenue		4,085	4,152	-1.6
• at constant currency						0.0
Revenue by division
Automotive Technologies	1,770		1,778	-0.4
• at constant currency						0.8
Vehicle Lifetime Solutions	625		581		7.6
• at constant currency						8.6
Bearings & Industrial Solutions	1,677	1,787	-6.2
• at constant currency						-4.1
Others	13		6	> 100
• at constant currency						> 100
Revenue by region 1)

Aftermarket business. The trend at the Bearings & Industrial Solutions division was largely due to the impact of volumes at the Industrial Automation sector cluster in the Europe region as well as the impact of volumes at the Wind sector cluster in the Greater China region. The Others division primarily contains the revenue of the Special Machinery unit.

The slight decrease in the EBIT margin before special items in the first quarter of 2024 was mainly attributable to the impact of volumes as well as the income (loss) from the equity-accountedinvestee Vitesco Technologies Group AG. During the period, the change in accounting estimate regarding the valuation of inventories resulted in EUR 117 m in gains included in gross profit. These gains were treated as special items in EBIT. See page 9 for further information. Income (loss) from equity-accountedinvestees includes the equity-accountedinvestment in Vitesco Technologies Group AG. At EUR -23m, the Others division's EBIT before special items had a slightly dilutive effect on the Schaeffler Group's EBIT ­margin before special items.

Europe

• at constant currency
  Americas
• at constant currency
  Greater China
• at constant currency
  Asia/Pacific
• at constant currency
  Cost of sales
  Gross profit
• in % of revenue

Research and development expenses

Selling and administrative expenses

Other income and expense

Income (loss) from equity-accounted investees

Earnings before financial result and income taxes (EBIT)

• in % of revenue
  Special items 2)
  EBIT before special items
• in % of revenue

1,846		1,848		-0.1
				-0.4
952		920		3.5
				4.2
754		829		-9.1
				-3.6
533		554		-3.8
				-0.5
-2,999		-3,193		-6.1
1,086		959		13.2
26.6		23.1		-
-208		-205		1.2
-485		-435		11.3
29		-75		-
-8		0		-
415		244		70.3
10.2		5.9		-
-93		92		-
322		335		-4.1
7.9		8.1		-

Financial result	-73		-47	55.7
Income taxes	-105	-62		68.7
Net income 3)		231	128	79.7
Earnings per common non-voting share (basic/diluted, in €)		0.35	0.19	84.2

1. Based on market (customer location).
2. Please refer to pp. 9 et seq. for the definition of special items.
3. Attributable to shareholders of the parent company.

	Schaeffler Group | 2024	Interim Statement Q1	6

Automotive Technologies division earnings

The Bearings BD, which was previously the responsibility of the Automotive Technologies division, was assigned to the Bearings & Industrial Solutions division effective 2024.

The slight revenue growth, excluding the impact of currency translation, for the first quarter of 2024 mainly resulted from projects ramping up and outperformed global automobile production overall.

Outperformance Q1 2024

						Greater	Asia/
		Europe	Americas		China	Pacific	Total
Revenue growth
(in %) 1)	1.9	0.7	-0.4	0.1		0.8
LVP growth
(in %) 2)	-2.1	0.1	5.0	-6.6		-0.8
Outperformance
(in percentage points)	4.0		0.6	-5.4		6.7		1.6

In the E-MobilityBD, the decline in revenue, excluding the impact of currency translation, in the Greater China region was offset by growth in the Europe region. Structural changes in the Greater China region reduced local demand from foreign auto­ mobile manufacturers with operations in China. This reduction was only partly offset by additional growth with local automobile manufacturers. The Engine & Transmission Systems BD revenue trend was largely based on growth in the Europe region. In the Americas region, demand-driven declines in revenue early in the year were partly made good by catch-up effects following the strike in the industry in the fourth quarter of 2023. The revenue trend of the Chassis Systems BD was primarily attributable to additional volumes due to project start-ups in the Americas and Greater China regions.

The EBIT margin before special items in the first quarter of 2024 rose primarily as a result of a favorable impact of volumes. During the period, the change in accounting estimate regarding

the valuation of inventories resulted in EUR 30 m in gains included in gross profit. These gains were treated as special items in EBIT.

				1st three months
						Change
in € millions		2024		2023	in %
Revenue		1,770		1,778	-0.4
• at constant currency						0.8
Revenue by business division
E-Mobility BD	337		335		0.4
• at constant currency						2.2
Engine & Transmission Systems BD	1,317		1,335	-1.4
• at constant currency						-0.3
Chassis Systems BD	117		107	9.2
• at constant currency						10.0
Revenue by region 3)
Europe	687		675		1.8
• at constant currency						1.9
Americas	463		453	2.3
• at constant currency						0.7
Greater China	370		394	-6.1
• at constant currency						-0.4
Asia/Pacific	250		256	-2.3
• at constant currency						0.1
Cost of sales		-1,397		-1,436	-2.7
Gross profit		373		342		9.1
• in % of revenue	21.1		19.2		-
Research and development expenses		-137		-137	0.1
Selling and administrative expenses		-135		-123		9.7
Other income and expense		17		-35		-
EBIT		117		47		> 100
• in % of revenue	6.6		2.6		-
Special items 4)		-24		40	-
EBIT before special items		93		87	7.4
• in % of revenue		5.3		4.9	-

Prior year information presented based on 2024 segment structure.

1. Constant-currencyrevenue growth compared to prior year.
2. Includes content supplied by S&P Global Mobility © [IHS Markit Light Vehicle Production Forecast (Base), April 2024]. All rights reserved.
3. Based on market (customer location).
4. Please refer to pp. 9 et seq. for the definition of special items.

	Schaeffler Group | 2024	Interim Statement Q1	7

Vehicle Lifetime Solutions division earnings

The Automotive Aftermarket division was renamed Vehicle ­Lifetime Solutions effective 2024.

The increase in revenue, excluding the impact of currency

­translation, in the first quarter of 2024 was primarily attributable to a favorable impact of volumes. The prior year's adjustments to sales prices favorably impacted the revenue trend as well.

Revenue growth in the Europe and Americas regions, excluding the impact of currency translation, was primarily driven by the considerable increase in the Independent Aftermarket business. Revenue growth, excluding the impact of currency translation, in the Greater China region resulted mainly from the increase in e-commerce business. The Independent Aftermarket business also grew considerably. The revenue trend in the Asia/Pacific region was partly attributable to the contribution made by the Koovers e-commerce platform that was acquired late in 2023.

The increase in EBIT margin before special items in the first quarter of 2024 resulted predominantly from the favorable impact of volumes and sales prices. During the period, the change in accounting estimate regarding the valuation of inventories resulted in EUR 9 m in gains included in gross profit. These gains were treated as special items in EBIT.

				1st three months
						Change
in € millions		2024	2023	in %
Revenue		625	581	7.6
• at constant currency						8.6
Revenue by region 1)
Europe	415		393	5.5
• at constant currency						3.7
Americas	132		120	10.2
• at constant currency						17.7
Greater China	41		34	21.7
• at constant currency						29.4
Asia/Pacific	36		34	8.0
• at constant currency						11.7
Cost of sales		-407		-399	2.0
Gross profit		218		182	19.9
• in % of revenue		34.8		31.2	-
Research and development expenses	-6		-5	20.5
Selling and administrative expenses		-107		-88		22.3
Other income and expense		14		-1	-
EBIT		118		88	33.9
• in % of revenue		18.9		15.2		-
Special items 2)		-10		1	-
EBIT before special items		109		90	21.1
• in % of revenue		17.4		15.4	-

Prior year information presented based on 2024 segment structure.

1. Based on market (customer location).
2. Please refer to pp. 9 et seq. for the definition of special items.

	Schaeffler Group | 2024	Interim Statement Q1	8

Bearings & Industrial Solutions division earnings

The Bearings business division (BD), referred to as Automotive Bearings below, which was previously the responsibility of the Automotive Technologies division, was assigned to the Industrial division effective 2024. In light of this, the Industrial division was renamed Bearings & Industrial Solutions.

The decrease in revenue, excluding the impact of currency trans- lation, in the first quarter of 2024 was mainly attributable to the impact of volumes.

The trend in the Europe region was primarily due to the market-­ driven decline in revenue in the Industrial Automation sector cluster. The increase in Automotive Bearings revenue had an offsetting impact. The Americas region's revenue increased mainly due to the revenue increase in the Aerospace sector cluster and at Automotive Bearings. In the Greater China region, the weak market environment had a considerable adverse impact on the revenue trend. Lower revenue was primarily reported by the Wind sector clusters, while Automotive Bearings generated additional revenue. Revenue at the Asia/Pacific region declined, excluding the impact of currency translation, mainly due to Industrial ­Distribution, while the Wind sector cluster considerably expanded its revenue.

The slight decrease in the EBIT margin before special items in the first quarter of 2024 was primarily attributable to the impact of volumes. During the period, the change in accounting estimate regarding the valuation of inventories resulted in EUR 78 m in gains included in gross profit. These gains were treated as special items in EBIT.

				1st three months
						Change
in € millions		2024	2023	in %
Revenue		1,677	1,787	-6.2
• at constant currency						-4.1
Revenue by region 1)
Europe	732		775		-5.5
• at constant currency						-5.4
Americas	357		347		2.8
• at constant currency						4.1
Greater China	342		401	-14.8
• at constant currency						-9.8
Asia/Pacific	246		264	-6.8
• at constant currency						-2.6
Cost of sales		-1,168		-1,354	-13.7
Gross profit		509		433	17.4
• in % of revenue		30.3		24.3		-
Research and development expenses	-64		-62		3.4
Selling and administrative expenses		-241		-224	7.9
Other income and expense		-1	-38	-96.3
EBIT		202		109	84.9
• in % of revenue		12.0		6.1	-
Special items 2)		-59		50		-
EBIT before special items		143		159	-10.5
• in % of revenue		8.5		8.9	-

Prior year information presented based on 2024 segment structure.

1. Based on market (customer location).
2. Please refer to pp. 9 et seq. for the definition of special items.

	Schaeffler Group | 2024	Interim Statement Q1	9

Performance indicators and special items

Please refer to pp. 13 et seq. and 27 et seq. of the Schaeffler Group's annual report 2023 for a detailed discussion of performance indicators and special items. Additionally, cash in- and outflows for M&A activities for the reporting period reflect, for the first time, loans to joint ventures and other equity investees in preparation for an acquisition.

EBIT for the first quarter of 2024 was impacted by special items, most of which were recognized in cost of sales during the reporting period.

The restructuring category includes special items recognized in connection with the "Roadmap 2025" divisional subprograms, mainly related to consolidation of the footprint in Europe.

During the reporting period, the M&A category includes gains from measuring at fair value the obligation to acquire the shares tendered under the public tender offer to the shareholders of Vitesco Technologies Group AG. Consulting expenses incurred in connection with the planned merger of Vitesco Technologies Group AG into Schaeffler AG had an offsetting impact.

The energy derivatives and forward exchange contracts category primarily comprises fair value losses on forward contracts for electricity and gas prices and on short-, medium-,and long- term price and supply agreements (power purchase agreements) held to secure the Schaeffler Group's energy supply. The off­ setting impact of unrealized fair value gains incurred on forward exchange contracts that are not subject to cash flow hedge accounting and are used to hedge currency risk related to operations was also recognized in this category.

Reconciliation

		1st three months		1st three months		1st three months		1st three months	1st three months
		2024	2023		2024	2023 1)	2024	2023 1)		2024	2023 1)	2024	2023 1)
Income statement							Automotive			Vehicle		Bearings &
(in € millions)				Total		Technologies	Lifetime Solutions	Industrial Solutions			Others
EBIT		415	244	117	47	118	88	202	109	-23	-1
• in % of revenue		10.2	5.9		6.6	2.6	18.9	15.2		12.0	6.1	-179.7		-8.5
Special items		-93		92	-24	40	-10		1		-59	50		0		0
• Restructuring		8		12		1		3	0		0		8	8	0	0
- including divisional Roadmap 2025
subprograms of	8	12	1	3	0	0	8	8	0	0
• M&A	-4	2	- 2	0	-1	0	-1	2	0	0
• Energy derivatives and forward exchange
contracts	19	78	6	37	-0	1	13	40	0	0
• Other		-117	0	-30	0	-9	0	-78	0	0	0
EBIT before special items		322		335		93		87		109		90		143		159		-23		-0
• in % of revenue	7.9	8.1		5.3	4.9	17.4	15.4		8.5	8.9	-179.5	-8.4

The Other category comprises special items resulting from a change in accounting estimates regarding the valuation of group- wide inventories effective January 1, 2024. The process of determining the actual cost of inventories was adjusted to increase parameter granularity and enhance harmonization with internal management instruments throughout the group. The resulting changes in estimate resulted in a one-off EUR 117 m measurement gain on inventories that impacted earnings via cost of sales and was treated as a special item.

Special items	Impact of currency translation/constant-currency
In order to facilitate a transparent evaluation of the company's results of operations, the	Constant-currency revenue figures, i.e., excluding the impact of currency translation,
Schaeffler Group reports EBIT, EBITDA, net income, net financial debt to EBITDA ratio,	are calculated by translating revenue using the same exchange rate for both the current
ROCE, and Schaeffler Value Added before special items (= adjusted).	and the prior year or comparison reporting period.
	Rounding differences may occur.

	Schaeffler Group | 2024	Interim Statement Q1 10

Reconciliation

Income statement (in € millions)

EBIT

• in % of revenue
  Special items
• Restructuring
  - including divisional Roadmap 2025 subprograms of
• M&A
• Energy derivatives and forward exchange contracts
• Other

EBIT before special items

• in % of revenue
  Net income 2) Special items
• Legal cases
• Restructuring
• M&A
• Energy derivatives and forward exchange contracts
• Other

- Tax effect 3)

Net income before special items 2)

Statement of financial position (in € millions)

Net financial debt

/ EBITDA LTM

Net financial debt to EBITDA ratio LTM

Net financial debt

/ EBITDA before special items LTM

Net financial debt to EBITDA ratio before special items LTM

1st three months

20242023

Total

415244

10.25.9

-9392

812

812

-42

1978

-1170

322335

7.98.1

231128

-7666

0-1

813

-42

1978

-1170

1. -26

1. 195

03/31/2024 12/31/2023

4,6133,189

2,0021,836

2.31.7

4,6133,189

2,1712,189

2.11.5

				1st three months
	2024		2023
Statement of cash flows (in € millions)
EBITDA		659		492
Special items		-93		92
• Restructuring	8		12
• M&A	-4		2
• Energy derivatives and forward exchange contracts		19		78
• Other	-117		0
EBITDA before special items		566		584
Free cash flow (FCF)		-1,470		-754
-/+ Cash in- and outflows for M&A activities		1,304		681
FCF before cash in- and outflows for M&A activities		-166		-73
FCF before cash in- and outflows for M&A activities LTM		328		192
/ EBIT LTM		1,005		969
FCF-conversion LTM 4)		0.3		0.2
FCF before cash in- and outflows for M&A activities	-166		-73
Special items		86		107
• Legal cases		45		-4
• Restructuring	32		105
• Other		10		6
FCF before cash in- and outflows for M&A activities and before special items	-80		34
Value-based management LTM (in € millions)
EBIT	1,005		969
/ Average capital employed	9,801		9,026
ROCE (in %)		10.3		10.7
EBIT before special items		1,173		1,123
/ Average capital employed		9,801		9,026
ROCE before special items (in %)		12.0		12.4
EBIT		1,005		969
- Cost of capital	980		903
Schaeffler Value Added (SVA)	25		67
EBIT before special items	1,173		1,123
- Cost of capital	980		903
SVA before special items	193		220

1. Prior year information presented based on 2024 segment structure.
2. Attributable to shareholders of the parent company.
3. Based on each entity's specific tax rate and country-specific tax environment.
4. Only reported if free cash flow before cash in- and outflows for M&A activities and EBIT positive. LTM = Financial indicator based on the last four quarters.